Exhibit 99.3
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (as from time to time amended, supplemented or
otherwise modified and in effect, this "Agreement") is made as of the 1st day of
September 2000, by and between FORD MOTOR CREDIT COMPANY, a Delaware corporation
(the "Seller"), having its principal executive office at One American Road,
Dearborn, Michigan 48121, and FORD CREDIT AUTO RECEIVABLES TWO L.P., a Delaware
limited partnership (the "Purchaser"), having its principal executive office at
One American Road, Dearborn, Michigan 48121.
WHEREAS, in the regular course of its business, the Seller purchases
certain motor vehicle retail installment sale contracts secured by new and used
automobiles and light trucks from motor vehicle dealers.
WHEREAS, the Seller and the Purchaser wish to set forth the terms pursuant
to which the Receivables and related property are to be sold, transferred,
assigned and otherwise conveyed by the Seller to the Purchaser, which
Receivables will be transferred by the Purchaser pursuant to the Sale and
Servicing Agreement to the Ford Credit Auto Owner Trust 2000-E to be created
pursuant to the Trust Agreement, which Trust will issue notes secured by such
Receivables and certain other property of the Trust, pursuant to the Indenture,
and will issue certificates representing beneficial interests in such
Receivables and certain other property of the Trust, pursuant to the Trust
Agreement.
NOW, THEREFORE, in consideration of the foregoing, other good and valuable
consideration, and the mutual terms and covenants contained herein, the parties
hereto agree as follows:
ARTICLE I
DEFINITIONS AND USAGE
Except as otherwise specified herein or as the context may otherwise
require, capitalized terms used but not otherwise defined herein are defined in
Appendix A hereto, which also contains rules as to usage that shall be
applicable herein. The term "Seller" herein shall mean Ford Motor Credit
Company.
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ARTICLE II
CONVEYANCE AND ACQUISITION OF RECEIVABLES
2.1 Conveyance and Acquisition of Receivables
On the Closing Date, subject to the terms and conditions of this Agreement,
the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase
from the Seller, the Receivables and the other property relating thereto (as
defined below).
(a) Conveyance of Purchased Property. Effective as of the Closing Date and
simultaneously with the transactions pursuant to the Indenture, the Sale and
Servicing Agreement and the Trust Agreement, the Seller hereby sells, transfers,
assigns and otherwise conveys to the Purchaser, without recourse, all right,
title and interest of the Seller, whether now owned or hereafter acquired, in
and to the following (collectively, the "Purchased Property"): (i) the
Receivables; (ii) with respect to Actuarial Receivables, monies due thereunder
on or after the Cutoff Date (including Payaheads) and, with respect to Simple
Interest Receivables, monies due or received thereunder on or after the Cutoff
Date (including in each case any monies received prior to the Cutoff Date that
are due on or after the Cutoff Date and were not used to reduce the principal
balance of the Receivable); (iii) the security interests in the Financed
Vehicles granted by Obligors pursuant to the Receivables and any other interest
of the Seller in the Financed Vehicles; (iv) rights to receive proceeds with
respect to the Receivables from claims on any physical damage, credit life,
credit disability, or other insurance policies covering Financed Vehicles or
Obligors; (v) Dealer Recourse; (vi) all of the Seller's rights to the Receivable
Files; (vii) payments and proceeds with respect to the Receivables held by the
Seller; (viii) all property (including the right to receive Liquidation
Proceeds) securing a Receivable (other than a Receivable repurchased by the
Seller); (ix) rebates of premiums and other amounts relating to insurance
policies and other items financed under the Receivables in effect as of the
Cutoff Date; and (x) all present and future claims, demands, causes of action
and choses in action in respect of any or all of the foregoing and all payments
on or under and all proceeds of every kind and nature whatsoever in respect of
any or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing.
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(b) Receivables Purchase Price. In consideration for the Purchased Property
described in Section 2.1(a) hereof, the Purchaser shall, on the Closing Date,
pay to the Seller the Receivables Purchase Price. As detailed on Schedule B
hereto, the portion of the Receivables Purchase Price to be paid in cash is an
amount equal to the net cash proceeds from the sale of the Underwritten Notes to
the Underwriters pursuant to the Underwriting Agreement plus the amount of the
cash capital contribution by the General Partner to the Purchaser on the Closing
Date, minus the Reserve Initial Deposit. The remaining portion of the
Receivables Purchase Price ($216,286,555.28) shall be deemed paid and returned
to the Purchaser and shall be considered a contribution to capital. The portion
of the Receivables Purchase Price to be paid in cash shall be paid by federal
wire transfer (same day) funds.
(c) It is understood that the absolute sale, transfer, assignment and
conveyance of the Purchased Property by the Seller to the Purchaser pursuant to
this Agreement shall be without recourse and the Seller does not guarantee
collection of any Receivable, provided, however, that such sale, transfer,
assignment and conveyance shall be made pursuant to and in reliance on by the
Purchaser of the representations and warranties of the Seller as set forth in
Section 3.2(b) hereof.
2.2 The Closing. The sale, assignment, conveyance and acquisition of the
Purchased Property shall take place at a closing (the "Closing") at the offices
of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, NY
10036-6522 on the Closing Date, simultaneously with the closings under: (a) the
Sale and Servicing Agreement pursuant to which the Purchaser will assign all of
its right, title and interest in, to and under the Receivables and certain other
property to the Trust in exchange for the Notes and the Certificates; (b) the
Indenture, pursuant to which the Trust will issue the Notes and pledge all of
its right, title and interest in, to and under the Receivables and certain other
property to secure the Notes; (c) the Trust Agreement, pursuant to which the
Trust will issue the Certificates; and (d) the Underwriting Agreement, pursuant
to which the Purchaser will sell to the Underwriters the Underwritten Notes.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Purchaser. The Purchaser hereby
represents and warrants to the Seller as of the date hereof and as of the
Closing Date:
(a) Organization, etc. The Purchaser has been duly organized and is validly
existing as a limited partnership in good standing under the laws of the State
of Delaware, and has full power and authority to execute and deliver this
Agreement and to perform the terms and provisions hereof and thereof.
(b) Due Authorization and No Violation. This Agreement has been duly
authorized, executed and delivered by the Purchaser, and is the legal, valid,
binding and enforceable obligation of the Purchaser except as the same may be
limited by insolvency, bankruptcy, reorganization or other laws relating to or
affecting the enforcement of creditors' rights or by general equity principles.
(c) No Conflicts. The consummation of the transactions contemplated by this
Agreement, and the fulfillment of the terms hereof, will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default
under (in each case material to the Purchaser), or result in the creation or
imposition of any lien, charge or encumbrance (in each case material to the
Purchaser) upon any of the property or assets of the Purchaser pursuant to the
terms of any indenture, mortgage, deed of trust, loan agreement, guarantee,
lease financing agreement or similar agreement or instrument under which the
Purchaser is a debtor or guarantor, nor will such action result in any violation
of the provisions of the Certificate of Limited Partnership or the Limited
Partnership Agreement of the Purchaser.
(d) No Proceedings. No legal or governmental proceedings are pending to
which the Purchaser is a party or of which any property of the Purchaser is the
subject, and no such proceedings are threatened or contemplated by governmental
authorities or threatened by others, other than such proceedings which will not
have a material adverse effect upon the general affairs, financial position, net
worth or results of operations (on an annual basis) of the Purchaser and will
not materially and adversely affect the performance by the Purchaser of its
obligations under, or the validity and enforceability of, this Agreement.
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(e) Fair Market Value. The Purchaser has determined that the Receivables
Purchase Price paid by it for the Purchased Property on the Closing Date is
equal to the fair market value for the Purchased Property.
3.2 Representations and Warranties of the Seller.
(a) The Seller hereby represents and warrants to the Purchaser as of the
date hereof and as of the Closing Date:
(i) Organization, etc. The Seller has been duly incorporated and
is validly existing as a corporation in good standing under the laws
of the State of Delaware, and is duly qualified to transact business
and is in good standing in each jurisdiction in the United States of
America in which the conduct of its business or the ownership of its
property requires such qualification.
(ii) Power and Authority; Due Authorization; Enforceability. The
Seller has full power and authority to convey and assign the property
conveyed and assigned to the Purchaser hereunder and has duly
authorized such sale and assignment to the Purchaser by all necessary
corporate action. This Agreement has been duly authorized, executed
and delivered by the Seller and shall constitute the legal, valid,
binding and enforceable obligation of the Seller except as the same
may be limited by insolvency, bankruptcy, reorganization or other laws
relating to or affecting the enforcement of creditors' rights or by
general equity principles.
(iii) No Violation. The consummation of the transactions
contemplated by this Agreement, and the fulfillment of the terms
hereof, will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under (in each case
material to the Seller and its subsidiaries considered as a whole), or
result in the creation or imposition of any lien, charge or
encumbrance (in each case material to the Seller and its subsidiaries
considered as a whole) upon any of the property or assets of the
Seller pursuant to the terms of, any indenture, mortgage, deed of
trust, loan agreement, guarantee, lease financing agreement or similar
agreement or instrument under which the Seller is a debtor or
guarantor, nor will such action result in any violation of the
provisions of the certificate of incorporation or the by-laws of the
Seller.
(iv) No Proceedings. No legal or governmental proceedings are
pending to which the Seller is a party or of which any property of the
Seller is the subject, and no such proceedings are threatened or
contemplated by governmental authorities or threatened by others,
other than such proceedings which will not have a material adverse
effect upon the general affairs, financial position, net worth or
results of operations (on an annual basis) of the Seller and its
subsidiaries considered as a whole and will not materially and
adversely affect the performance by the Seller of its obligations
under, or the validity and enforceability of, this Agreement.
(b) The Seller makes the following representations and warranties as to the
Receivables on which the Purchaser relies in accepting the Receivables. Such
representations and warranties speak as of the Closing Date, but shall survive
the transfer, assignment and conveyance of the Receivables to the Purchaser and
the subsequent assignment and transfer to the Trust pursuant to the Sale and
Servicing Agreement and the pledge thereof to the Indenture Trustee pursuant to
the Indenture:
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(i) Characteristics of Receivables. Each Receivable (a) shall
have been originated in the United States of America by a Dealer for
the retail sale of a Financed Vehicle in the ordinary course of such
Dealer's business, shall have been fully and properly executed by the
parties thereto, shall have been purchased either (X) by the Seller
from a Dealer under an existing dealer agreement with the Seller and
shall have been validly assigned by such Dealer to the Seller or (Y)
by PRIMUS from a Dealer or other finance source (provided that such
purchase relates to an individual Receivable and not a bulk purchase)
under an existing agreement with PRIMUS and shall have been validly
assigned by such Dealer or other finance source to PRIMUS and shall
have been validly assigned by PRIMUS to the Seller in the ordinary
course of business, (b) shall have created or shall create a valid,
subsisting, and enforceable first priority security interest in favor
of the Seller in the Financed Vehicle, which security interest shall
be assignable by the Seller to the Purchaser, (c) shall contain
customary and enforceable provisions such that the rights and remedies
of the holder thereof shall be adequate for realization against the
collateral of the benefits of the security, (d) shall provide for
level monthly payments (provided that the payment in the first or last
month in the life of the Receivable may be minimally different from
the level payment) that fully amortize the Amount Financed by maturity
and yield interest at the Annual Percentage Rate, (e) shall provide
for, in the event that such contract is prepaid, a prepayment that
fully pays the Principal Balance, and (f) is an Actuarial Receivable
or a Simple Interest Receivable.
(ii) Schedule of Receivables. The information set forth in the
Schedule of Receivables shall be true and correct in all material
respects as of the opening of business on the Cutoff Date, and no
selection procedures believed to be adverse to the Noteholders or the
Certificateholders shall have been utilized in selecting the
Receivables from those receivables which meet the criteria contained
herein. The computer tape or other listing regarding the Receivables
made available to the Purchaser and its assigns is true and correct in
all material respects.
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(iii) Compliance with Law. Each Receivable and the sale of the
Financed Vehicle shall have complied at the time it was originated or
made and at the execution of this Agreement shall comply in all
material respects with all requirements of applicable federal, State,
and local laws, and regulations thereunder, including, without
limitation, usury laws, the Federal Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt
Collection Practices Act, the Federal Trade Commission Act, the
Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B
and Z, and State adaptations of the National Consumer Act and of the
Uniform Consumer Credit Code, and other consumer credit laws and equal
credit opportunity and disclosure laws.
(iv) Binding Obligation. Each Receivable shall represent the
genuine, legal, valid, and binding payment obligation of the Obligor,
enforceable by the holder thereof in accordance with its terms subject
to the effect of bankruptcy, insolvency, reorganization, or other
similar laws affecting the enforcement of creditors' rights generally.
(v) No Government Obligor. None of the Receivables shall be due
from the United States of America or any State or from any agency,
department, or instrumentality of the United States of America, any
State or political subdivision of either thereof.
(vi) Security Interest in Financed Vehicle. Immediately prior to
the transfer, assignment and conveyance thereof, each Receivable shall
be secured by a first priority, validly perfected security interest in
the Financed Vehicle in favor of the Seller as secured party or all
necessary and appropriate actions shall have been commenced that would
result in a first priority, validly perfected security interest in the
Financed Vehicle in favor of the Seller as secured party.
(vii) Receivables in Force. No Receivable shall have been
satisfied, subordinated, or rescinded, nor shall any Financed Vehicle
have been released from the lien granted by the related Receivable in
whole or in part.
(viii) No Waiver. No provision of a Receivable shall have been
waived.
(ix) No Defenses. No right of rescission, setoff, counterclaim,
or defense shall have been asserted or threatened with respect to any
Receivable.
(x) No Liens. To the best of the Seller's knowledge, no liens or
claims shall have been filed for work, labor, or materials relating to
a Financed Vehicle that shall be liens prior to, or equal with, the
security interest in the Financed Vehicle granted by the Receivable.
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(xi) No Default. Except for payment defaults continuing for a
period of not more than thirty (30) days as of the Cutoff Date, no
default, breach, violation, or event permitting acceleration under the
terms of any Receivable shall have occurred; and no continuing
condition that with notice or the lapse of time would constitute a
default, breach, violation, or event permitting acceleration under the
terms of any Receivable shall have arisen; and the Seller shall not
waive any of the foregoing.
(xii) Insurance. With respect to each Receivable, the Seller, in
accordance with its customary standards, policies and procedures,
shall have determined that, as of the date of origination of each
Receivable, the Obligor had obtained or agreed to obtain physical
damage insurance covering the Financed Vehicle.
(xiii) Title. It is the intention of the Seller that the transfer
and assignment herein contemplated constitute an absolute sale,
transfer, assignment and conveyance of the Receivables from the Seller
to the Purchaser and that the beneficial interest in and title to the
Receivables not be part of the Seller's estate in the event of the
filing of a bankruptcy petition by or against the Seller under any
bankruptcy law. No Receivable has been sold, transferred, assigned,
conveyed or pledged by the Seller to any Person other than the
Purchaser. Immediately prior to the transfer and assignment herein
contemplated, the Seller had good and marketable title to each
Receivable free and clear of all Liens, encumbrances, security
interests, participations and rights of others (limited, in the case
of mechanics' liens, tax liens and liens attaching to the related
Receivables by operation of law, to the best of the Seller's
knowledge) and, immediately upon the transfer thereof, the Purchaser
shall have good and marketable title to each Receivable, free and
clear of all Liens, encumbrances, security interests, participations
and rights of others; and the transfer of the Purchased Property has
been perfected under the UCC.
(xiv) Valid Assignment. No Receivable shall have been originated
in, or shall be subject to the laws of, any jurisdiction under which
the sale, transfer, assignment and conveyance of such Receivable under
this Agreement or pursuant to transfers of the Notes or the
Certificates shall be unlawful, void, or voidable. The Seller has not
entered into any agreement with any account debtor that prohibits,
restricts or conditions the assignment of any portion of the
Receivables.
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(xv) All Filings Made. All filings (including, without
limitation, UCC filings) necessary in any jurisdiction to give the
Purchaser a first priority, validly perfected ownership interest in
the Receivables shall have been made.
(xvi) Chattel Paper. Each Receivable constitutes "chattel paper"
as defined in the UCC.
(xvii) One Original. There shall be only one original executed
copy of each Receivable. The Seller, or its custodian, has possession
of such original with respect to each Receivable.
(xviii) New and Used Vehicles. 70.00% of the aggregate Principal
Balance of the Receivables, constituting 63.02% of the number of
Receivables, as of the Cutoff Date, represent vehicles financed at new
vehicle rates, and the remainder of the Receivables represent vehicles
financed at used vehicle rates.
(xix) Amortization Type. By aggregate Principal Balance as of the
Cutoff Date, 0.03% of the Receivables constitute Actuarial Receivables
and 99.97% of the Receivables constitute Simple Interest Receivables.
(xx) Origination. Each Receivable shall have an origination date
on or after September 1, 1998.
(xxi) PRIMUS. 12.16% of the aggregate Principal Balance of the
Receivables as of the Cutoff Date represent Receivables originated
through PRIMUS and assigned to the Seller, and 87.84% of the aggregate
Principal Balance of the Receivables as of the Cutoff Date represent
Receivables that were originated through Ford Credit (excluding
PRIMUS).
(xxii) Maturity of Receivables. Each Receivable shall have an
original maturity of not greater than sixty (60) months.
(xxiii) Annual Percentage Rate. The Annual Percentage Rate of
each Receivable shall be not less than 1.90% and not greater than
20.00%.
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(xxiv) Scheduled Payments. Each Receivable shall have a first
Scheduled Payment due, in the case of Actuarial Receivables, or a
first scheduled due date, in the case of Simple Interest Receivables,
on or prior to September 1, 2000 and no Receivable shall have a
payment that is more than thirty (30) days overdue as of the Cutoff
Date.
(xxv) Location of Receivable Files. The Receivable Files shall be
kept at one or more of the locations listed in Schedule A-1 hereto or
the offices of one of the custodians specified in Schedule A-2 hereto.
(xxvi) No Extensions. The number of Scheduled Payments, in
the case of Actuarial Receivables, and the number of scheduled
due dates, in the case of Simple Interest Receivables, shall not
have been extended on or before the Cutoff Date on any
Receivable.
(xxvii) Other Data. The numerical data relating to the
characteristics of the Receivables contained in the Prospectus
are true and correct in all material respects.
(xxviii) Agreement. The representations and warranties in this
Agreement shall be true.
(xxixi) No Receivables Originated in Alabama or Pennsylvania.
No Receivable shall have been originated in Alabama or Pennsylvania.
(c) The Seller has determined that the Receivables Purchase Price received
by it for the Purchased Property on the Closing Date is equal to the fair market
value for the Purchased Property.
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ARTICLE IV
CONDITIONS
4.1 Conditions to Obligation of the Purchaser. The obligation of the
Purchaser to purchase the Receivables is subject to the satisfaction of the
following conditions:
(a) Representations and Warranties True. The representations and warranties
of the Seller hereunder shall be true and correct on the Closing Date with
the same effect as if then made, and the Seller shall have performed all
obligations to be performed by it hereunder on or prior to the Closing
Date.
(b) Computer Files Marked. The Seller, at its own expense, on or prior to
the Closing Date, shall indicate in its computer files, in accordance with its
customary standards, policies and procedures, that the Receivables have been
conveyed to the Purchaser pursuant to this Agreement and shall deliver to the
Purchaser the Schedule of Receivables certified by an officer of the Seller to
be true, correct and complete.
(c) Documents to be Delivered by the Seller at the Closing.
(i) The Assignment. On the Closing Date, the Seller will
execute and deliver the Assignment. The Assignment shall be
substantially in the form of Exhibit A hereto.
(ii) Evidence of UCC Filing. On or prior to the Closing
Date, the Seller shall record and file, at its own expense,
a UCC-1 financing statement in each jurisdiction in which
required by applicable law, executed by the Seller, as seller or
debtor, and naming the Purchaser, as purchaser or secured party,
naming the Receivables and the other property conveyed hereunder,
meeting the requirements of the laws of each such jurisdiction
and in such manner as is necessary to perfect the transfer,
assignment and conveyance of such Receivables to the Purchaser.
The Seller shall deliver a file-stamped copy, or other evidence
satisfactory to the Purchaser of such filing, to the Purchaser on
or prior to the Closing Date.
(iii) Other Documents. Such other documents as the Purchaser
may reasonably request.
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(d) Other Transactions. The transactions contemplated by the Sale
and Servicing Agreement, the Indenture and the Trust Agreement shall be
consummated on the Closing Date.
4.2 Conditions to Obligation of the Seller. The obligation of the
Seller to convey the Receivables to the Purchaser is subject to the satisfaction
of the following conditions:
(a) Representations and Warranties True. The representations and
warranties of the Purchaser hereunder shall be true and correct on the
Closing Date with the same effect as if then made, and the Purchaser
shall have performed all obligations to be performed by it hereunder on or
prior to the Closing Date.
(b) Receivables Purchase Price. At the Closing Date, the Purchaser will
deliver to the Seller the Receivables Purchase Price in accordance with
Section 2.1(b).
ARTICLE V
COVENANTS OF THE SELLER
The Seller covenants and agrees with the Purchaser as follows,
provided, however, that to the extent that any provision of this ARTICLE V
conflicts with any provision of the Sale and Servicing Agreement, the Sale and
Servicing Agreement shall govern:
5.1 Protection of Right, Title and Interest.
(a) The Seller shall execute and file such financing statements and cause
to be executed and filed such continuation statements, all in such manner and in
such places as may be required by law fully to preserve, maintain, and protect
the interest of the Purchaser (or its assignee) in the Receivables and in the
proceeds thereof. The Seller shall deliver (or cause to be delivered) to the
Purchaser file-stamped copies of, or filing receipts for, any document filed as
provided above, as soon as available following such filing.
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(b) The Seller shall not change its name, identity, or corporate structure
in any manner that would, could, or might make any financing statement or
continuation statement filed by the Seller in accordance with paragraph (a)
above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless
it shall have given the Purchaser at least five (5) days' prior written notice
thereof and shall have promptly filed appropriate amendments to all previously
filed financing statements or continuation statements.
(c) The Seller shall give the Purchaser at least sixty (60) days' prior
written notice of any relocation of its principal executive office if, as a
result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement and shall promptly file any such
amendment or new financing statement. The Seller shall at all times maintain
each office from which it shall service Receivables, and its principal executive
office, within the United States of America.
(d) The Seller shall maintain accounts and records as to each Receivable
accurately and in sufficient detail to permit the reader thereof to know at any
time the status of such Receivable, including payments and recoveries made and
payments owing (and the nature of each).
(e) The Seller shall maintain its computer systems, in accordance with its
customary standards, policies and procedures, so that, from and after the time
of conveyance hereunder of the Receivables to the Purchaser, the Seller's master
computer records (including any back-up archives) that refer to a Receivable
shall indicate clearly the interest of the Purchaser in such Receivable and that
such Receivable is owned by the Purchaser or its assignee. Indication of the
ownership of a Receivable by the Purchaser or its assignee shall not be deleted
from or modified on the Seller's computer systems until, and only until, the
Receivable shall have been paid in full or repurchased.
(f) If at any time the Seller shall propose to sell, grant a security
interest in, or otherwise transfer any interest in automotive receivables to any
prospective purchaser, lender, or other transferee, the Seller shall give to
such prospective purchaser, lender, or other transferee computer tapes, records,
or print-outs (including any restored from back-up archives) that, if they shall
refer in any manner whatsoever to any Receivable, shall indicate clearly that
such Receivable has been conveyed to and is owned by the Purchaser.
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(g) The Seller shall, upon receipt by the Seller of reasonable prior
notice, permit the Purchaser and its agents at any time during normal business
hours to inspect, audit, and make copies of and abstracts from the Seller's
records regarding any Receivable.
(h) Upon request, the Seller shall furnish to the Purchaser, within twenty
(20) Business Days, a list of all Receivables (by contract number and name of
Obligor) then owned by the Purchaser, together with a reconciliation of such
list to the Schedule of Receivables.
5.2 Other Liens or Interests. Except for the conveyances hereunder and
pursuant to the other Basic Documents, the Seller will not sell, pledge, assign
or transfer any Receivable to any other Person, or grant, create, incur, assume
or suffer to exist any Lien on any interest therein, and the Seller shall defend
the right, title, and interest of the Purchaser in, to and under such
Receivables against all claims of third parties claiming through or under the
Seller; provided, however, that the Seller's obligations under this Section 5.2
shall terminate upon the termination of the Trust pursuant to the Trust
Agreement.
5.3 Costs and Expenses. The Seller agrees to pay all reasonable costs and
disbursements in connection with the perfection, as against all third parties,
of the Purchaser's right, title and interest in and to the Receivables.
5.4 Indemnification.
(a) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all costs, expenses, losses, damages, claims, and
liabilities, arising out of or resulting from the failure of a Receivable to be
originated in compliance with all requirements of law and for any breach of any
of the Seller's representations and warranties contained herein provided,
however, with respect to a breach of the Seller's representations and warranties
as set forth in Section 3.2(b), any indemnification amounts owed pursuant to
this Section 5.4 with respect of a Receivable shall give effect to and not be
duplicative of the Purchase Amounts paid by the Seller pursuant to Section 6.2
hereof.
(b) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all costs, expenses, losses, damages, claims, and
liabilities, arising out of or resulting from the use, ownership, or operation
by the Seller or any Affiliate thereof of a Financed Vehicle.
(c) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all taxes that may at any time be asserted against the
Purchaser with respect to the transactions contemplated herein, including,
without limitation, any sales, gross receipts, general corporation, tangible
personal property, privilege, or license taxes and costs and expenses in
defending against the same.
<PAGE>
(d) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all costs, expenses, losses, claims, damages, and
liabilities to the extent that such cost, expense, loss, claim, damage, or
liability arose out of, or was imposed upon the Purchaser through, the
negligence, willful misfeasance, or bad faith of the Seller in the performance
of its duties under this Agreement or by reason of reckless disregard of the
Seller's obligations and duties under this Agreement.
(e) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against all costs, expenses, losses, claims, damages, and liabilities
arising out of or incurred in connection with the acceptance or performance of
the Seller's trusts and duties as Servicer under the Sale and Servicing
Agreement, except to the extent that such cost, expense, loss, claim, damage, or
liability shall be due to the willful misfeasance, bad faith, or negligence
(except for errors in judgment) of the Purchaser.
These indemnity obligations shall be in addition to any obligation that the
Seller may otherwise have.
5.5 Treatment. The Seller agrees to treat this conveyance as (i) an
absolute transfer for tax purposes and (ii) a sale for all other purposes
(including without limitation financial accounting purposes), in each case on
all relevant books, records, tax returns, financial statements and other
applicable documents.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 Obligations of Seller. The obligations of the Seller under this
Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.
6.2 Repurchase of Receivables Upon Breach by the Seller. (a) The Seller
hereby covenants and agrees with the Purchaser for the benefit of the Purchaser,
the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders and the
Certificateholders, that the occurrence of a breach of any of the Seller's
representations and warranties contained in Section 3.2(b) hereof shall
constitute events obligating the Seller to repurchase Receivables hereunder
("Repurchase Events"), at the Purchase Amount from the Purchaser or from the
Trust.
<PAGE>
(b) Any Person who discovers a breach of any representation or warranty of
the Seller set forth in Section 3.2(b) hereof may, and if such Person is the
Seller or the Servicer, shall, inform promptly the Servicer, the Seller, the
Purchaser, the Trust, the Owner Trustee and the Indenture Trustee, as the case
may be, in writing, upon the discovery of any breach of any representation or
warranty as set forth in Section 3.2(b) hereof. Unless the breach shall have
been cured by the last day of the second Collection Period following such
discovery (or, at the Seller's election, the last day of the first following
Collection Period), the Seller shall repurchase any Receivable materially and
adversely affected by such breach at the Purchase Amount. In consideration of
the repurchase of such Receivable, the Seller shall remit the Purchase Amount to
the Servicer for distribution pursuant to Section 4.2 of the Servicing
Agreement. The sole remedy (except as provided in Section 5.4 hereof) of the
Purchaser, the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders
or the Certificateholders against the Seller with respect to a Repurchase Event
shall be to require the Seller to repurchase Receivables pursuant to this
Section 6.2. With respect to all Receivables repurchased pursuant to this
Section 6.2, the Purchaser shall assign to the Seller, without recourse,
representation or warranty, all the Purchaser's right, title and interest in and
to such Receivables, and all security and documents relating thereto.
6.3 Seller's Assignment of Purchased Receivables. With respect to all
Receivables repurchased by the Seller pursuant to this Agreement, the Purchaser
shall assign, without recourse, representation or warranty, to the Seller all
the Purchaser's right, title and interest in and to such Receivables, and all
security and documents relating thereto.
6.4 Trust. The Seller acknowledges that:
(a) The Purchaser will, pursuant to the Sale and Servicing Agreement,
convey the Receivables to the Trust and assign its rights under this Agreement
to the Trust for the benefit of the Noteholders and the Certificateholders, and
that the representations and warranties contained in this Agreement and the
rights of the Purchaser under Sections 6.2 and 6.3 hereof are intended to
benefit the Trust, the Owner Trustee, the Noteholders and the
Certificateholders. The Seller hereby consents to such conveyance and
assignment.
(b) The Trust will, pursuant to the Indenture, pledge the Receivables and
its rights under this Agreement to the Indenture Trustee for the benefit of the
Noteholders, and that the representations and warranties contained in this
Agreement and the rights of the Purchaser under this Agreement, including under
Sections 6.2 and 6.3 are intended to benefit the Indenture Trustee and the
Noteholders. The Seller hereby consents to such pledge.
6.5 Amendment. This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Seller and the Purchaser; provided,
however, that any such amendment that materially adversely affects the rights of
the Noteholders or the Certificateholders under the Indenture, Sale and
Servicing Agreement or Trust Agreement shall be consented to by the Noteholders
of Notes evidencing not less than a majority of the Notes Outstanding and the
Certificateholders of Certificates evidencing not less than a majority of the
Aggregate Certificate Balance.
<PAGE>
6.6 Accountants' Letters.
(a) PricewaterhouseCoopers LLP will review the characteristics of the
Receivables described in the Schedule of Receivables and will compare those
characteristics to the information with respect to the Receivables contained in
the Prospectus.
(b) The Seller will cooperate with the Purchaser and PricewaterhouseCoopers
LLP in making available all information and taking all steps reasonably
necessary to permit such accountants to complete the review set forth in Section
6.6(a) above and to deliver the letters required of them under the Underwriting
Agreement.
(c) PricewaterhouseCoopers LLP will deliver to the Purchaser a letter,
dated the Closing Date, in the form previously agreed to by the Seller and the
Purchaser, with respect to the financial and statistical information contained
in the Prospectus under the caption "Delinquencies, Repossessions and Net
Losses" and with respect to such other information as may be agreed in the form
of letter.
6.7 Waivers. No failure or delay on the part of the Purchaser in exercising
any power, right or remedy under this Agreement or the Assignment shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy preclude any other or further exercise thereof or the exercise
of any other power, right or remedy.
6.8 Notices. All communications and notices pursuant hereto to either party
shall be in writing or by facsimile and addressed or delivered to it at its
address as shown below or at such other address as may be designated by it by
notice to the other party and, if mailed or sent by facsimile, shall be deemed
given when mailed or when transmitted by facsimile.
To Seller: Ford Motor Credit Company
One American Road
Dearborn, Michigan 48126
Attn: Secretary
Facsimile No.: (313) 594-7742
To Purchaser: Ford Credit Auto Receivables Two L.P.
c/o Ford Credit Auto Receivables Two Inc.
One American Road
Dearborn, Michigan 48126
Attn: Secretary
Facsimile No.: (313) 594-7742
<PAGE>
6.9 Costs and Expenses. The Seller will pay all expenses incident to the
performance of its obligations under this Agreement and the Seller agrees to pay
all reasonable out-of-pocket costs and expenses of the Purchaser, excluding fees
and expenses of counsel, in connection with the perfection as against third
parties of the Purchaser's right, title and interest in and to the Receivables
and the enforcement of any obligation of the Seller hereunder.
6.10 Survival. The respective agreements, representations, warranties and
other statements by the Seller and the Purchaser set forth in or made pursuant
to this Agreement shall remain in full force and effect and will survive the
closing under Section 2.2 hereof and any sale, transfer or other assignment of
the Receivables by the Purchaser.
6.11 Confidential Information. The Purchaser agrees that it will neither
use nor disclose to any Person the names and addresses of the Obligors, except
in connection with the enforcement of the Purchaser's rights hereunder, under
the Receivables, under any Sale and Servicing Agreement or as required by law.
6.12 Headings and Cross-References. The various headings in this Agreement
are included for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement. References in this Agreement
to Section names or numbers are to such Sections of this Agreement.
6.13 GOVERNING LAW. THIS AGREEMENT AND THE ASSIGNMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
6.14 Counterparts. This Agreement may be executed in two or more
counterparts and by different parties on separate counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
6.15 Further Assurances. Seller and Purchaser will each, at the request of
the other, execute and deliver to the other all other instruments that either
may reasonably request in order to perfect the conveyance, transfer, assignment
and delivery to Purchaser of the rights to be conveyed, transferred, assigned
and delivered and for the consummation of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereby have caused this
Purchase Agreement to be executed by their respective officers thereunto duly
authorized as of the date and year first above written.
FORD MOTOR CREDIT COMPANY
By:
Name:
Title:
FORD CREDIT AUTO RECEIVABLES
TWO L.P.
By: FORD CREDIT AUTO RECEIVABLES
TWO, INC.,
as General Partner
By:
Name:
Title:
<PAGE>
Exhibit A
ASSIGNMENT
For value received, in accordance with the Purchase Agreement
dated as of September 1, 2000 (the "Purchase Agreement"), between the
undersigned and FORD CREDIT AUTO RECEIVABLES TWO L.P. (the "Purchaser"), the
undersigned does hereby assign, transfer and otherwise convey unto the
Purchaser, without recourse, all right, title and interest of the undersigned,
whether now owned or hereafter acquired, in and to the following: (i) the
Receivables; (ii) with respect to Actuarial Receivables, monies due thereunder
on or after the Cutoff Date (including Payaheads) and, with respect to Simple
Interest Receivables, monies due or received thereunder on or after the Cutoff
Date (including in each case any monies received prior to the Cutoff Date that
are due on or after the Cutoff Date and were not used to reduce the principal
balance of the Receivable); (iii) the security interests in the Financed
Vehicles granted by Obligors pursuant to the Receivables and any other interest
of the Seller in the Financed Vehicles; (iv) rights to receive proceeds with
respect to the Receivables from claims on any physical damage, credit life,
credit disability, or other insurance policies covering the Financed Vehicles or
Obligors; (v) Dealer Recourse; (vi) all of the Seller's rights to the Receivable
Files; (vii) payments and proceeds with respect to the Receivables held by the
Seller; (viii) all property (including the right to receive Liquidation
Proceeds) securing a Receivable (other than a Receivable repurchased by the
Seller); (ix) rebates of premiums and other amounts relating to insurance
policies and other items financed under the Receivables in effect as of the
Cutoff Date; and (x) all present and future claims, demands, causes of action
and choses in action in respect of any or all of the foregoing and all payments
on or under and all proceeds of every kind and nature whatsoever in respect of
any or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing. The foregoing conveyance
does not constitute and is not intended to result in any assumption by the
Purchaser of any obligation of the undersigned to the Obligors, insurers or any
other Person in connection with the Receivables, Receivable Files, any insurance
policies or any agreement or instrument relating to any of them.
This Assignment is made pursuant to and upon the
representations, warranties and agreements on the part of the undersigned
contained in the Purchase Agreement and is to be governed by the Purchase
Agreement.
<PAGE>
Capitalized terms used herein and not otherwise defined shall
have the meaning assigned to them in the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Assignment
to be duly executed as of September 1, 2000.
FORD MOTOR CREDIT COMPANY
By: _______________________
Name:
Title:
<PAGE>
Exhibit B
Schedule of Receivables
DELIVERED TO PURCHASER
AT CLOSING
<PAGE>
Schedule A-1
Location of Receivable Files
at Ford Credit Branch Offices
Akron
175 Montrose West Avenue
Crown Pointe Building
Suite 300
Copley, OH 44321
Albany
5 Pine West Plaza
Albany, NY 12205
Albuquerque
6100 Uptown Blvd., N.E.
Suite 300
Albuquerque, NM 87110
Amarillo
1616 S. Kentucky
Bldg. D, Suite 130
Amarillo, TX 79102
Anchorage
3201 C Street
Suite 303
Anchorage, AK 99503
Appleton
54 Park Place
Appleton, WI 54915-8861
Athens
3708 Atlanta Highway
Athens, GA 30604
Atlanta-North
North Park Town Center
Bldg. 400, Suite 180
1000 Abernathy Rd. N.E.
Atlanta, GA 30328
<PAGE>
Atlanta-South
1691 Phoenix Blvd.
Suite 300
Atlanta, GA 30349
Atlanta/CL
1117 Perimeter Ctr. W
Suite 404 West
Atlanta, GA 30338
Atlantic Region District Office
14104 Newbrook Drive
Chantilly, VA 22021
Austin
1701 Directors Blvd.
Suite 320
Austin, TX 78744
Baltimore
Campbell Corporate
Center One
4940 Campbell Blvd.
Suite 140
Whitemarsh Business Community
Baltimore, MD 21236
Baltimore Service Center
7090 Columbia Gateway Dr.
Columbia, MD 21046
Beaumont
2615 Calder
Suite 715
Beaumont, TX 77704
Billings
1643 Lewis Avenue
Suite 201
Billings, MT 59102
Birmingham
3535 Grandview Parkway
Suite 340
Birmingham, AL 35243
<PAGE>
Boston-North
One Tech Drive
3rd Floor
Andover, MA 01810-2497
Boston-South
Southboro Place
2nd Floor
352 Turnpike Road
Southboro, MA 01772
Bristol
Landmark Center-
Suite A
113 Landmark Lane
Bristol, TN 37620
Buffalo
95 John Muir Drive
Suite 102
Amherst, NY 14228
Cape Girardeau
1409-C N. Mt. Auburn Rd.
Cape Girardeau, MO 63701
Charleston
Rivergate Center
Suite 150
4975 LaCross Road
North Charleston, SC 29418
Charlotte
6302 Fairview Road
Suite 500
Charlotte, NC 28210
Charlotte/CL
6302 Fairview Road
Suite 510
Charlotte, NC 28210
Chattanooga
2 Northgate Park
Suite 200
Chattanooga, TN 37415
<PAGE>
Cheyenne
6234 Yellowstone Road
Cheyenne, WY 82009
Chicago-East
One River Place
Suite A
Lansing, IL 60438
Chicago-North
9700 Higgins Road
Suite 720
Rosemont, IL 60018
Chicago-West
2500 W. Higgins Rd.
Suite 280
Hoffman Estates, IL 60195
Chicago/CL
745 McClintock Drive
Suite 300
Burr Ridge, IL 60521
Cincinnati
8805 Governors Hill Dr.
Suite 230
Cincinnati, OH 45249
Cleveland
5700 Lombardo Centre
Suite 101
Seven Hills, OH 44131-2581
Colorado Springs
5575 Tech Center Dr.
Suite 220
Colorado Springs, CO 80919
<PAGE>
Columbia
250 Berryhill Road
Suite 201
Columbia, SC 29210
Columbus
Metro V, Suite 470
655 Metro Place S
Dublin, OH 43017
Coral Springs
3111 N. University Dr.
Suite 800
Coral Springs, FL 33065
Corpus Christi
5350 South Staples
Suite 225
Corpus Christi, TX 78411
Dallas
Campbell Forum
Suite 600
801 E. Campbell Road
Richardson, TX 75081
Dallas/CL
Campbell Forum
Suite 650
801 E. Campbell Road
Richardson, TX 75081
Davenport
5405 Utica Ridge Road
Suite 200
Davenport, IA 52807
Decatur
401 Lee Street
Suite 500
Decatur, AL 35602
Denver
6300 S. Syracuse Way
Suite 195
Englewood, CO 80111
<PAGE>
Des Moines
4200 Corporate Drive
Suite 107
W. Des Moines, IA 50266
Detroit-North
1301 W. Long Lake Road
Suite 150
Troy, MI 48098
Detroit-West
1655 Fairlane Circle
Suite 900
Allen Park, MI 48101
Detroit/CL
One Parklane Blvd.
Suite 301E
Dearborn, MI 48126
Dothan
137 Clinic Drive
Dothan, AL 36303
El Paso
1200 Golden Key Circle
Suite 104
El Paso, TX 79925
Eugene
1600 Valley River Drive
Suite 190
Eugene, OR 97401
Falls Church
1420 Springhill Road
Suite 550
McLean, VA 22102
Fargo
3100 13th Ave. South
Suite 205
Fargo, ND 58103
<PAGE>
Fayetteville
4317 Ramsey Street
Suite 300
Fayetteville, NC 28311
Findlay
3500 North Main Street
Findlay, OH 45840-1447
Ft. Myers
11935 Fairway Lakes Dr.
Fort Myers, FL 33913
Ft. Worth
Center Park Tower
Suite 400
2350 West Airport Frwy.
Bedford, TX 76022
Grand Junction
744 Horizon Court
Suite 330
Grand Junction, CO 81506
Grand Rapids
2851 Charlevoix Drive SE
Suite 300
Grand Rapids, MI 49546
Greensboro
1500 Pinecroft Rd.
Suite 220
Greensboro, NC 27407
Greenville Service Center
1100 Brookfield Blvd.
Greenville, SC 29607
Harlingen
1916 East Harrison
Harlingen, TX 78550
Harrisburg
4900 Ritter Road
Mechanicsburg, PA 17055
<PAGE>
Henderson
618 North Green Street
Henderson, KY 42420
Honolulu
Ala Moano Pacific Center
Suite 922
1585 Kapiolani Blvd.
Honolulu, HI 96814
Houston-North
363 N. Sam Houston Pkwy. E.
Suite 700
Houston, TX 77060
Houston-West
820 Gessner
Suite 700
Houston, TX 77024
Huntington
3150 U.S. Route 60 *
Ona, WV 25545
Indianapolis
5875 Castle Creek Pkwy.
North Drive
Suite 240
Indianapolis, IN 46250
Irving Service Center
3660 Regent Blvd.
Irving, TX 75063
Jackson
800 Avery Boulevard
Suite B
Ridgeland, MS 39157
Jacksonville
Suite 310
9485 Regency Square Boulevard
Jacksonville, FL 32225
Jefferson City
210 Prodo Drive
Jefferson City, MO 65109
<PAGE>
Kansas City
8717 West 110th Street
Bldg. #14, Suite 550
Overland Park, KS 66210
Knoxville
5500 Lonas Drive
Suite 260
Knoxville, TN 37909
Lafayette
Saloom Office Park
Suite 350
100 Asthma Boulevard
Lafayette, LA 70508
Lansing
2140 University Park Drive
Okemos, MI 48864
Las Vegas
500 N Rainbow Blvd.
Suite 312
Las Vegas, NV 89107
Little Rock
1701 Centerview Dr.
Suite 301
Little Rock, AR 72211
Long Island
One Jericho Plaza
2nd Floor Wing B
Jericho, NY 11753
Louisville
150 Executive Park
Louisville, KY 40207
Lubbock
4010 82nd Street
Suite 200
Lubbock, TX 79423
<PAGE>
Macon
5400 Riverside Drive
Suite 201
Macon, GA 31210
Manchester
4 Bedford Farms
Bedford, NH 03110
Memphis
6555 Quince Road
Suite 300
Memphis, TN 38119
Miami
6303 Blue Lagoon Drive
Suite 200
Miami, FL 33126
Midland
15 Smith Road
Suite 4300
Chevron Building
Midland, TX 79705
Milwaukee
10850 W. Park Place
Suite 110
Milwaukee, WI 53224
Minneapolis
One Southwest Crossing
Suite 308
11095 Viking Drive
Eden Prairie, MN 55344
Mobile
1201 Montlimar Dr.
Suite 700
Mobile, AL 36609-1718
Nashville
Highland Ridge
Suite 190
565 Marriott Drive
Nashville, TN 37214
<PAGE>
Nashville Service Center
9009 Carothers Parkway
Franklin, TN 37064
National Recovery Center
1335 S. Clearview
Mesa, AZ 85208
New Haven
35 Thorpe Ave.
Wallingford, CT 06492
New Jersey-Central
101 Interchange Plaza
Cranbury, NJ 08512
New Jersey-North
72 Eagle Rock Avenue
3rd Floor
East Hanover, NJ 07936
New Jersey-South
10000 MidAtlantic Dr.
Suite 401 West
Mt. Laurel, NJ 08054
New Orleans
Lakeway III
3838 N. Causeway Blvd.
Suite 3200
Metairie, LA 70002
Norfolk
Greenbrier Pointe
Suite 350
1401 Greenbrier Pkwy.
Chesapeake, VA 23320
Oklahoma City
Perimeter Center
Suite 300
4101 Perimeter Ctr Dr.
Oklahoma City, OK 73112
<PAGE>
Omaha
10040 Regency Circle
Suite 100
Omaha, NE 68114-3786
Omaha Customer Service Center
12110 Emmet Street
Omaha, NB 68164
Nashville Customer Service Center
9009 Carothers Parkway
Franklin, TN 37067
Orange
765 The City Drive
Suite 400
Orange, CA 92668
Orange/CL
765 The City Drive
Suite 401
Orange, CA 92668
Orlando
1060 Maitland Ctr Commons
Suite 210
Maitland, FL 32751
Pasadena
225 S. Lake Avenue
Suite 1200
Pasadena, CA 91101
Pensacola
25 W. Cedar Street
Suite 316
Pensacola, Fl 32501
Philadelphia
Bay Colony Executive Park
Suite 100
575 E. Swedesford Rd.
Wayne, PA 19087
<PAGE>
Philadelphia/CL
500 N. Gulph Rd.
Suite 110
King of Prussia, PA 19406
Phoenix
4742 North 24th Street
Suite 215
Phoenix, AZ 85016
Pittsburgh
Foster Plaza 9
750 Holiday Drive
4th Floor, Suite 420
Pittsburgh, PA 15220
Portland, ME
2401 Congress Street
Portland, ME 04102
Portland, OR
10220 S.W. Greenburg Blvd.
Suite 415
Portland, OR 97223
Raleigh
3651 Trust Drive
Raleigh, NC 27604
Richmond
300 Arboretum Place
Suite 320
Richmond, VA 23236
Roanoke
5238 Valley Pointe Pkwy.
Suite 6
Roanoke, VA 24019
Sacramento
2720 Gateway Oaks Dr.
Suite 200
Sacramento, CA 95833
<PAGE>
Saginaw
4901 Towne Centre Rd.
Suite 200
Saginaw, MI 48605
Salt Lake City
310 E. 4500 S.
Suite 340
Murray, UT 84107
Santa Ana Central Collections
765 The City Drive
Suite 402
Orange, CA 92668
San Antonio
100 N.E. Loop 410
Suite 625
San Antonio, TX 78216-4742
San Bernardino
1615 Orange Tree Lane
Suite 215
Redlands, CA 92374
San Diego
3111 Camino Del Rio N.
Suite 1333
San Diego, CA 92108
San Francisco
6120 Stoneridge Mall Rd.
Suite 200
Pleasanton, CA 94588
San Francisco/CL
4900 Hopyard Road
Suite 220
Pleasanton CA 94588
San Jose
1900 McCarthy Blvd.
Suite 400
Milpitas, CA 95035
<PAGE>
Savannah
6600 Abercorn Street
Suite 206
Savannah, GA 31405
Seattle
13555 S.E. 36th Street
Suite 350
Bellevue, WA 98009-1608
Shreveport
South Pointe Centre
Suite 200
3007 Knight Street
Shreveport, LA 71105
South Bay
301 E. Ocean Boulevard
Suite 1900
Long Beach, CA 90802
South Bend
4215 Edison Lakes Parkway
Suite 140
Mishawaka, IN 46545
Spokane
901 North Monroe Ct.
Suite 350
Spokane, WA 99201-2148
Springfield
3275 E. Ridgeview
Springfield, MO 65804
St. Louis
4227 Earth City Expressway
Suite 100
Earth City, MO 63045
St. Paul
7760 France Avenue South
Suite 920
Bloomington, MN 55435
<PAGE>
Syracuse
5788 Widewaters Pkwy.
DeWitt, NY 13214
Tampa
Lincoln Pointe, Suite 800
2502 Rocky Point Drive
Tampa, FL 33607
Tampa Service Center
3620 Queen Palm Drive
Tampa, FL 33619
Terre Haute
4551 S. Springhill
Junction Street
Terre Haute, IN 47802
Tulsa
9820 East 41st St.
Suite 300
Tulsa, OK 74145
Tyler
821 East SE Loop 323
Suite 300
Tyler, TX 75701
Ventura
260 Maple Court
Suite 210
Ventura, CA 93003
Washington, D.C.
2440 Research Blvd.
Suite 150
Rockville, MD 20850
Westchester
660 White Plains Road
Tarrytown, NY 10591
<PAGE>
Western Carolina
215 Thompson Street
Hendersonville, NC 28792
Wichita
7570 West 21st
Wichita, KS 67212
<PAGE>
Schedule A-2
Location of Receivable Files
at Third Party Custodians of Ford Credit
Security Archives
5022 Harding Place
Nashville, TN 37211
IKON Business Imaging Services
31101 Wiegman Road
Hayward, CA 94544
<PAGE>
APPENDIX A
Definitions and Usage
<PAGE>
Schedule B - Receivables Purchase Price
<TABLE>
<CAPTION>
<S> <C>
From the Underwriters for
purchase of the Class A-1 Notes,
Class A-2 Notes, Class A-3 Notes
Class A-4 Notes, Class A-5 Notes
and Class B Notes
received by Purchaser $ 2,796,994,465.74
after funding Reserve Account $ (14,999,975.31)
Total cash received by Purchaser $ 2,781,994,490.43
available for transfer to Ford
Credit as Seller1
Receivables Purchase Price2 $ 3,002,695,057.05
minus Total cash received by
Purchaser available for transfer to
Ford Credit as Seller $ (2,781,994,490.43)
Difference3 $ 220,700,566.62
Total portion of Receivables
Purchase Price paid
by the Purchaser
in cash (including
FCARTI capital contribution) $ 2,786,408,501.76
plus Deemed Capital Contribution
from Ford Credit to Purchaser $ 216,286,555.28
Receivables Purchase Price $ 3,002,695,057.05
</TABLE>
1The Class C Certificates and the Class D Certificates are retained by the
Purchaser and are not available for transfer to Ford Credit.
2The Seller and the Purchaser have determined that the Receivables Purchase
Price equals the fair market value of the Receivables and the related property
and the fair market value is calculated as 105% of the adjusted pool balance (or
100.09% of the original pool balance).
3In order to maintain the 98% interest of Ford Credit as the limited
partner of the Purchaser and the 2% interest of Ford Credit Auto Receivables
Two, Inc. ("FCARTI") as the general partner of the Purchaser, FCARTI must
contribute 2% of $220,700,566.62 to the Purchaser. FCARTI will obtain such
amount (equal to $4,414,011.33) through a capital contribution from Ford Credit.
