Ford Motor Credit Company
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August 1, 2001
Ford Credit Floorplan Master Owner Trust A
c/o The Bank of New York, as Owner Trustee
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Attention: Corporate Trust Department
Re: Ford Credit Floorplan Master Owner Trust A, Series
2001-2 Transaction
The purpose of this letter agreement is to confirm the terms
and conditions of the Transaction entered into on the Trade Date specified below
(the "Transaction") between Ford Motor Credit Company ("Party A") and Ford
Credit Floorplan Master Owner Trust A ("Party B"). This letter agreement
constitutes a "Confirmation," as referred to in the Master Agreement (as defined
below), with respect to this Transaction.
1. This Confirmation is subject to and incorporates the 1991 ISDA Definitions
(the "1991 Definitions") as supplemented by the 1998 Supplement to the 1991 ISDA
Definitions (the "Supplement") (collectively the "Definitions"), each as
published by the International Swaps and Derivatives Association, Inc. ("ISDA").
For these purposes, (i) all references in the 1991 Definitions to a "Swap
Transaction" will be deemed to include Transactions under this Confirmation and
the Master Agreement and (ii) all references in the 1991 Definitions to a
"Business Day" will be deemed references to a Local Business Day under this
Confirmation and the Master Agreement. In the event of any inconsistency between
the 1991 Definitions and this Confirmation, this Confirmation will prevail.
Terms used herein and not defined herein or in the 1991 ISDA
Definitions will have the respective meanings assigned to them in the Series
▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement, dated as of August 1, 2001, between Party B and The
Chase Manhattan Bank, as Indenture Trustee for Party B's Series 2001-2 Floating
Rate Asset Backed Notes (the "Series 2001-2 Notes").
This Confirmation supplements, forms a part of and is subject to the
ISDA Master Agreement, dated as of August 1, 2001, between Party A and Party B
(the agreement, as amended and supplemented from time to time, being referred to
herein as the "Master Agreement"). All provisions contained in, or incorporated
by reference to, the Master Agreement will govern the Transaction referenced in
this Confirmation except as expressly modified herein.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Party A: Ford Motor Credit Company.
Party B: Ford Credit Floorplan Master Owner
Trust A
Notional Amount A: USD 1,936,340,000 on the Effective
Date and for any Payment Date thereafter,
USD 1,936,340,000 less all payments of
principal to holders of Series 2001-2
Class A Notes through the immediately
preceding "distribution date".
Notional Amount B: USD 63,660,000 on the Effective Date and
for any Payment Date thereafter, USD
63,660,000 less all payments of principal
to holders of Series 2001-2 Class B Notes
through the immediately preceding
"distribution date".
Trade Date: July 18, 2001
Effective Date: ▇▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ Date: July 15, 2008 subject to adjustment in
accordance with the Following Business
Day Convention.
Party A Floating Amounts:
Floating Rate Payer: Party A.
Floating Rate Payer
Payment Dates: September 15, 2001 and on the 15th day
of each month thereafter until the
Termination Date, subject to the
Following Business Day Convention.
Floating Amounts payable by Party A hereunder will be comprised of the Party A:
Class A Note Floating Amount Payments plus the Party A: Class B Note Floating
Amount Payments, as set forth below.
Party A: Class A Note Floating Amount Payments:
Floating Amounts for
the First Floating Rate
Payer A Payment Date: The product of (i) Notional Amount A,
(ii) 1 month LIBOR on July 30, 2001 plus
14 basis points from and including the
Effective Date to but excluding the first
Floating Rate Payer A Payment Date and
(iii) the applicable Floating Rate A Day
Count Fraction
Reset Dates: The first day of each Calculation Period.
Reset Determination
Date: Two "London business days" prior to the
Reset Date.
Calculation Period: From the Floating Rate Payer A Payment
Date through and including the day
immediately preceding the following
Floating Rate Payer A Payment Date.
Floating Rate A: USD-LIBOR-BBA.
Designated Maturity: 1 month.
Spread: Plus 14 basis points
Floating Rate A Day
Count Fraction: Actual/360
Party A: Class B Note Floating Amount Payments:
Floating Amounts for
the First Floating Rate
Payer A Payment Date: The product of (i) Notional Amount B,
(ii) 1 month LIBOR on July 30, 2001
plus 41 basis points from and including
the Effective Date to but excluding the
first Floating Rate Payer A Payment Date
and (iii) the applicable Floating Rate A
Day Count Fraction.
Reset Dates: The first day of each Calculation Period.
Reset Determination
Date: Two "London business days" prior to the
Reset Date.
Calculation Period: From the Floating Rate Payer A Payment
Date through and including the day
immediately preceding the following
Floating Rate Payer A Payment Date.
Floating Rate A: USD-LIBOR-BBA.
Designated Maturity: 1 month.
Spread: Plus 41 basis points
Floating Rate A Day
Count Fraction: Actual/360
Party B Floating Amounts:
Initial Exchange
Amount: USD 24,648,000
Initial Exchange
Date: August 1, 2001
Notwithstanding anything to the contrary in the 1991 ISDA Definitions or the
Master Agreement, on any Floating Rate Payer B Payment Date, Payer B will pay
the lesser of the amounts due on such Floating Rate Payer B Payment Date under
the Party B: First Floating Rate Swap and the Party B: Second Floating Rate
Swap, each described below.
The Party B: First Floating Rate Swap has the following terms:
Floating Rate Payer: Party B.
Floating Rate Payer B
Period End Dates: August 31, 2001, and the last day
of each month thereafter until
June 30, 2008.
Floating Rate Payer B
Payment Dates: Payment Dates: September 17, 2001,
and thereafter Delayed Payment will
apply and such Payment Dates will be
the 15th day of each month
thereafter until the Termination
Date, subject to the Following
Business Day Convention.
Floating Amount for
the First Floating
Rate Payer B Payment
Date: The product of (i) Notional Amount A
plus Notional Amount B, (ii) the
Weighted Average of the Prime Rate
(as defined below) on the Reset
Dates in the month of August 2001,
(as if the Calculation Period were
such month), and (iii) 30/360.
Floating Rate B
Option: The Prime Rate (as defined below).
Designated Maturity: 1 month.
Floating Rate B Day
Count Fraction: 30/360
Reset Dates: Each Friday of each calendar
month, subject to the Following
Business Day Convention.
Method of Averaging: Weighted Average.
The Party B: Second Floating Rate Swap will have the following terms:
Floating Rate Payer: Party B
Floating Rate Payer B
Payment Dates: September 17, 2001 and on the 15th
day of each month thereafter until
the Termination Date, subject to the
Following Business Day Convention.
Floating Amount for
the First Floating Rate
Payer B Payment Date: The product of (i) Notional Amount A
plus Notional Amount B, (ii) 1 month
LIBOR on July 30, 2001, effective
August 1, 2001, and (iii) 30/360.
Reset Date: The first day of each Calculation
Period.
Reset Determination
Date: Two "London business days" prior to
the Reset Date.
Calculation Period: From the Floating Rate Payer B
Payment Date through and
including the day immediately
preceding the following Floating
Rate Payer B Payment Date.
Floating Rate: USD-LIBOR-BBA.
Designated Maturity: 1 month.
Spread: Not applicable.
Floating Rate B Day
Count Fraction: 30/360
3. Account Details and
Settlement Information:
Payments to Party A: The Chase Manhattan Bank, in favor
of Ford Motor Credit Company's
Treasurer's Account
Bank: The Chase Manhattan Bank
ABA Number: ▇▇▇-▇▇▇-▇▇▇
Account Number: 144008570
Party A Notice Address: Ford Motor Credit Company
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Attn: Securitization Operations
Manager
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to: Ford Motor Credit Company
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Attn: Corporate Secretary
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
Payments to Party B: The Chase Manhattan Bank in favor
of Ford Credit Floorplan Master
Owner Trust A
Bank The Chase Manhattan Bank
ABA Number: ▇▇▇-▇▇▇-▇▇▇
Account Number: 507951883
Party B Notice Address: Ford Credit Floorplan Master Owner
Trust A
The Bank of New York, as Owner
Trustee
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Attention: Corporate Trust
Administration
Facsimile No. ▇▇▇-▇▇▇-▇▇▇▇
with a copy to: Ford Motor Credit Company
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Attn: Corporate Secretary
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
The Chase Manhattan, as Indenture
Trustee
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Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇/8552
4. "Prime Rate" will mean for a Reset Date the median of the rates of interest
publicly announced effective on the second Thursday next preceding such Reset
Date by each of Bank of America, N.A., Bank One, N.A., The Chase Manhattan Bank
and Citibank, N.A. (and their respective successors) as its U.S. Dollar "prime
rate" or "base rate" for that Reset Date, less 1.50% (i.e., 150 basis points).
In the event any of the foregoing banks ceases to exist, then the parties will
make such adjustments to the definition of Prime Rate as they agree are
appropriate.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation enclosed for that purpose and
returning it to us. This Confirmation may be executed in several counterparts,
each of which will be deemed an original but all of which together will
constitute one and the same instrument.
Very truly yours,
FORD MOTOR CREDIT COMPANY
By: __________________________
Name: __________________________
Title: __________________________
Accepted and confirmed as of the date first above written:
FORD CREDIT FLOORPLAN MASTER OWNER TRUST A
By: THE BANK OF NEW YORK, as Owner Trustee
By: __________________________
Name: __________________________
Title: __________________________
