Exhibit 99.4
APPENDIX A
DEFINITIONS AND USAGE
Usage
The following rules of construction and usage shall be applicable to
any agreement or instrument that is governed by this Appendix:
(a) All terms defined in this Appendix shall have the defined meanings
when used in any agreement or instrument governed hereby and in any certificate
or other document made or delivered pursuant thereto unless otherwise defined
therein.
(b) As used herein, in any agreement or instrument governed hereby and
in any certificate or other document made or delivered pursuant thereto,
accounting terms not defined in this Appendix or in any such agreement,
instrument, certificate or other document, and accounting terms partly defined
in this Appendix or in any such agreement, instrument, certificate or other
document, to the extent not defined, shall have the respective meanings given to
them under generally accepted accounting principles as in effect on the date of
such agreement or instrument. To the extent that the definitions of accounting
terms in this Appendix or in any such agreement, instrument, certificate or
other document are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Appendix or in
any such instrument, certificate or other document shall control.
(c) The words "hereof," "herein," "hereunder" and words of similar
import when used in an agreement or instrument refer to such agreement or
instrument as a whole and not to any particular provision or subdivision
thereof; references in an agreement or instrument to "Article," "Section" or
another subdivision or to an attachment are, unless the context otherwise
requires, to an article, section or subdivision of or an attachment to such
agreement or instrument; and the term "including" means "including without
limitation."
(d) The definitions contained in this Appendix are equally applicable
to both the singular and plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.
(e) Any agreement, instrument or statute defined or referred to below
or in any agreement or instrument that is governed by this Appendix means such
agreement or instrument or statute as from time to time amended, modified or
supplemented, including (in the case of agreements or instruments) by waiver or
consent and (in the case of statutes) by succession of comparable successor
statutes and includes (in the case of agreements or instruments) references to
all attachments thereto and instruments incorporated therein. References to a
Person are also to its permitted successors and assigns.
"Accrued Class A Note Interest" shall mean, with respect to any
Distribution Date, the sum of the Class A Noteholders' Monthly Accrued Interest
for such Distribution Date and the Class A Noteholders' Interest Carryover
Shortfall for such Distribution Date.
"Accrued Class B Note Interest" shall mean, with respect to any
Distribution Date, the sum of the Class B Noteholders' Monthly Accrued Interest
for such Distribution Date and the Class B Noteholders' Interest Carryover
Shortfall for such Distribution Date.
"Accrued Class C Certificate Interest" shall mean, with respect to any
Distribution Date, the sum of the Class C Certificateholders' Monthly Accrued
Interest for such Distribution Date and the Class C Certificateholders' Interest
Carryover Shortfall for such Distribution Date.
"Accrued Class D Certificate Interest" shall mean, with respect to any
Distribution Date, the sum of the Class D Certificateholders' Monthly Accrued
Interest for such Distribution Date and the Class D Certificateholders' Interest
Carryover Shortfall for such Distribution Date.
"Act" shall have the meaning specified in Section 11.3(a) of the
Indenture.
"Actuarial Advance" shall mean the amount, as of the last day of a
Collection Period, which the Servicer is required to advance on the respective
Actuarial Receivable pursuant to Section 4.4(a) of the Sale and Servicing
Agreement.
"Actuarial Method" shall mean the method of allocating a fixed level
payment on a Receivable between principal and interest, pursuant to which the
portion of such payment that is allocated to interest is the product of
one-twelfth (1/12) of the APR on the Receivable multiplied by the scheduled
principal balance of the Receivable.
"Actuarial Receivable" shall mean any Receivable under which the
portion of a payment with respect thereto allocable to interest and the portion
of a payment with respect thereto allocable to principal is determined in
accordance with the Actuarial Method.
"Administration Agreement" shall mean the Administration Agreement,
dated as of June 1, 2000, by and among the Administrator, the Issuer and the
Indenture Trustee.
"Administrator" shall mean Ford Credit, in its capacity as
administrator under the Administration Agreement, or any successor Administrator
thereunder.
"Advance" shall mean either an Actuarial Advance or a Simple Interest
Advance or both, as applicable.
"Affiliate" shall mean, with respect to any specified Person, any
other Person controlling or controlled by or under common control with such
specified Person. For the purposes of this definition, "control" when used with
respect to any Person shall mean the power to direct the management
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and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" shall have meanings correlative to the foregoing.
"Aggregate Certificate Balance" shall mean, as of any date of
determination, the sum of the Certificate Balance as of such date of the Class C
Certificates and the Certificate Balance as of such date of the Class D
Certificates.
"Amount Financed" shall mean, with respect to a Receivable, the amount
advanced under the Receivable toward the purchase price of the Financed Vehicle
and any related costs.
"Annual Percentage Rate" or "APR" of a Receivable shall mean the
annual rate of finance charges stated in the Receivable.
"Applicable Tax State" shall mean, as of any date of determination,
each State as to which any of the following is then applicable: (a) a State in
which the Owner Trustee maintains its Corporate Trust Office, (b) a State in
which the Owner Trustee maintains its principal executive offices, and (c) the
State of Michigan.
"Assignment" shall mean the document of assignment attached as Exhibit
A to the Purchase Agreement.
"Authenticating Agent" shall have the meaning specified in Section
2.14 of the Indenture.
"Authorized Officer" shall mean, (i) with respect to the Issuer, any
officer within the Corporate Trust Office of the Owner Trustee, including any
vice president, assistant vice president, secretary, assistant secretary or any
other officer of the Owner Trustee customarily performing functions similar to
those performed by any of the above designated officers and, for so long as the
Administration Agreement is in full force and effect, any officer of the
Administrator who is authorized to act for the Administrator in matters relating
to the Issuer and to be acted upon by the Administrator pursuant to the
Administration Agreement; and (ii) with respect to the Indenture Trustee or the
Owner Trustee, any officer within the Corporate Trust Office of the Indenture
Trustee or the Owner Trustee, as the case may be, including any vice president,
assistant vice president, secretary, assistant secretary or any other officer of
the Indenture Trustee or the Owner Trustee, as the case may be, customarily
performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject and shall also mean, with respect to the
Owner Trustee, any officer of the Administrator.
"Available Collections" shall mean, for any Distribution Date, the sum
of the following amounts with respect to the Collection Period preceding such
Distribution Date: (i) all scheduled payments and all prepayments in full
collected with respect to Actuarial Receivables (including amounts withdrawn
from the Payahead Account but excluding amounts deposited into the Payahead
Account) and all payments collected with
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respect to Simple Interest Receivables; (ii) all Liquidation Proceeds
attributable to Receivables which became Liquidated Receivables during such
Collection Period in accordance with the Servicer's customary servicing
procedures, and all recoveries in respect of Liquidated Receivables which were
written off in prior Collection Periods; (iii) all Actuarial Advances made by
the Servicer of principal due on the Actuarial Receivables; (iv) all Advances
made by the Servicer of interest due on the Receivables and all amounts advanced
by the Servicer pursuant to Section 4.4(c) of the Sale and Servicing Agreement;
(v) the Purchase Amount received with respect to each Receivable that became a
Purchased Receivable during such Collection Period; and (vi) partial prepayments
of any refunded item included in the principal balance of a Receivable, such as
extended warranty protection plan costs, or physical damage, credit life,
disability insurance premiums, or any partial prepayment which causes a
reduction in the Obligor's periodic payment to an amount below the Scheduled
Payment as of the Cutoff Date; provided however, that in calculating the
Available Collections the following will be excluded: (i) amounts received on
any Receivable to the extent that the Servicer has previously made an
unreimbursed Advance on such Receivable; (ii) amounts received on any of the
Receivables to the extent that the Servicer has previously made an unreimbursed
Advance on a Receivable which is not recoverable from collections on the
particular Receivable; (iii) Liquidation Proceeds with respect to a particular
Actuarial Receivable to the extent of any unreimbursed Actuarial Advances
thereon; (iv) all payments and proceeds (including Liquidation Proceeds) of any
Receivables the Purchase Amount of which has been included in the Available
Funds in a prior Collection Period; (v) Liquidation Proceeds with respect to a
Simple Interest Receivable attributable to accrued and unpaid interest thereon
(but not including interest for the then current Collection Period) but only to
the extent of any unreimbursed Simple Interest Advances; and (vi) amounts
constituting the Supplemental Servicing Fee.
"Available Funds" shall mean, for any Distribution Date, the sum of
the Available Collections for such Distribution Date and the Reserve Account
Release Amount for such Distribution Date.
"Bank" shall mean The Bank of New York, a New York banking
corporation.
"Bankruptcy Code" shall mean the United States Bankruptcy Code, 11
U.S.C. 101 et seq., as amended.
"Basic Documents" shall mean the Certificate of Limited Partnership,
the Limited Partnership Agreement, the Certificate of Trust, the Trust
Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the
Indenture, the Administration Agreement, the Note Depository Agreement, the
Control Agreement and the other documents and certificates delivered in
connection therewith.
"Book-Entry Note" shall mean, a beneficial interest in any of the
Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes,
the Class A-5 Notes and the Class B Notes, in each case issued in book-entry
form as described in Section 2.11 of the Indenture.
"Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions or trust companies in New York, New York or
the State of Delaware are authorized or obligated by law, regulation or
executive order to remain closed.
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"Business Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Delaware Code ss. 3801 et seq., as amended.
"Capital Account" shall mean the account established pursuant to
Section 3.2 of the Trust Agreement and the amount of any Certificateholder's
Capital Account shall be the amount determined in accordance with such Section
3.2 of the Trust Agreement.
"Certificates" shall mean the Class C Certificates and the Class D
Certificates, collectively.
"Certificate Balance" shall mean, with respect to each Class of
Certificates and as the context so requires, (i) with respect to all
Certificates of such Class, an amount equal to, initially, the Initial
Certificate Balance of such Class of Certificates and, thereafter, an amount
equal to the Initial Certificate Balance of such Class of Certificates, reduced
by all amounts distributed to Certificateholders of such Class of Certificates
and allocable to principal or (ii) with respect to any Certificate of such
Class, an amount equal to, initially, the initial denomination of such
Certificate and, thereafter, an amount equal to such initial denomination,
reduced by all amounts distributed in respect of such Certificate and allocable
to principal; provided, that in determining whether the Certificateholders of
Certificates evidencing the requisite portion or percentage of the Aggregate
Certificate Balance have given any request, demand, authorization, direction,
notice, consent, or waiver hereunder or under any Basic Document, Certificates
owned by the Issuer, any other obligor upon the Certificates, the Seller, the
Servicer or any Affiliate of any of the foregoing Persons shall be disregarded
and deemed to be excluded from the Certificate Balance of the applicable Class,
except that, in determining whether the Indenture Trustee and Owner Trustee
shall be protected in relying on any such request, demand, authorization,
direction, notice, consent, or waiver, only Certificates that a Trustee Officer
of the Indenture Trustee, if applicable, and an Authorized Officer of the Owner
Trustee with direct responsibility for the administration of the Trust
Agreement, if applicable, knows to be so owned shall be so disregarded.
Certificates so owned that have been pledged in good faith may be regarded as
included in the Certificate Balance of the applicable Class if the pledgee
establishes to the satisfaction of the Indenture Trustee or the Owner Trustee,
as applicable, the pledgee's right so to act with respect to such Certificates
and that the pledgee is not the Issuer, any other obligor upon the Certificates,
the Seller, the Servicer or any Affiliate of any of the foregoing Persons.
"Certificate Distribution Account" shall mean each of the Certificate
Interest Distribution Account and the Certificate Principal Distribution
Account.
"Certificate Interest Distribution Account" shall mean the account
established and maintained as such pursuant to Section 4.1(c) of the Sale and
Servicing Agreement.
"Certificate Principal Distribution Account" shall mean the account
established and maintained as such pursuant to Section 4.1(c) of the Sale and
Servicing Agreement.
"Certificateholder" shall mean a Person in whose name a
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Certificate is registered in the Certificate Register.
"Certificate of Limited Partnership" shall mean the Certificate of
Limited Partnership of the Depositor filed for the Depositor pursuant to Section
17-201(a) of the Limited Partnership Act.
"Certificate of Trust" shall mean the Certificate of Trust in the form
of Exhibit G to the Trust Agreement filed for the Trust pursuant to Section
3810(a) of the Business Trust Statute.
"Certificate Paying Agent" shall mean any paying agent or co-paying
agent appointed pursuant to Section 3.10 of the Trust Agreement and shall
initially be the Owner Trustee.
"Certificate Pool Factor" shall mean, with respect to each Class of
Certificates as of the close of business on the last day of a Collection Period,
a seven-digit decimal figure equal to the Certificate Balance of such Class of
Certificates (after giving effect to any reductions therein to be made on the
immediately following Distribution Date) divided by the Initial Certificate
Balance of such Class of Certificates. Each Certificate Pool Factor will be
1.0000000 as of the Closing Date; thereafter, each Certificate Pool Factor will
decline to reflect reductions in the Certificate Balance of the applicable Class
of Certificates.
"Certificate Register" and "Certificate Registrar" shall have the
respective meanings specified in Section 3.5 of the Trust Agreement.
"Class" shall mean (i) a class of Notes, which may be the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class
A-5 Notes or the Class B Notes or (ii) a class of Certificates, which may be the
Class C Certificates or the Class D Certificates.
"Class A Notes" shall mean, collectively, the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class A-5
Notes.
"Class A Noteholders' Interest Carryover Shortfall" shall mean, with
respect to any Distribution Date, the excess of the Class A Noteholders' Monthly
Accrued Interest for the preceding Distribution Date and any outstanding Class A
Noteholders' Interest Carryover Shortfall on such preceding Distribution Date,
over the amount in respect of interest that is actually paid to Noteholders of
Class A Notes on such preceding Distribution Date, plus interest on the amount
of interest due but not paid to Noteholders of Class A Notes on the preceding
Distribution Date, to the extent permitted by law, at the respective Note
Interest Rates borne by such Class A Notes for the related Interest Period.
"Class A Noteholders' Monthly Accrued Interest" shall mean, with
respect to any Distribution Date, the aggregate interest accrued for the related
Interest Period on the Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes, the Class A-4 Notes and the Class A-5 Notes at the respective Note
Interest Rate for such Class on the outstanding principal amount of the Notes of
each such Class on the immediately preceding Distribution Date or the Closing
Date, as the case may be, after giving effect to all payments of principal to
the Noteholders of the Notes of such Class on
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or prior to such preceding Distribution Date.
"Class A Note Purchase Agreements" shall mean (i) the Class A Note
Purchase Agreement dated as of June 13, 2000 between Merrill Lynch Bank & Trust
Co. and the Seller and (ii) the Class A Note Purchase Agreement dated as of June
13, 2000 between Merrill Lynch Bank USA and the Seller.
"Class A-1 Final Scheduled Distribution Date" shall mean the October
2000 Distribution Date.
"Class A-1 Noteholder" shall mean the Person in whose name a Class A-1
Note is registered on the Note Register.
"Class A-1 Notes" shall mean the $197,000,000 aggregate initial
principal amount Class A-1 6.621% Asset Backed Notes issued by the Trust
pursuant to the Indenture, substantially in the form of Exhibit A-1 to the
Indenture.
"Class A-1 Rate" shall mean 6.621% per annum. Interest with respect to
the Class A-1 Notes shall be computed on the basis of actual days elapsed and a
360-day year for all purposes of the Basic Documents.
"Class A-2 Final Scheduled Distribution Date" shall mean the March
2001 Distribution Date.
"Class A-2 Noteholder" shall mean the Person in whose name a Class A-2
Note is registered on the Note Register.
"Class A-2 Notes" shall mean the $330,500,000 aggregate initial
principal amount Class A-2 6.822% Asset Backed Notes issued by the Trust
pursuant to the Indenture, substantially in the form of Exhibit A-2 to the
Indenture.
"Class A-2 Rate" shall mean 6.822% per annum. Interest with respect to
the Class A-2 Notes shall be computed on the basis of actual days elapsed and a
360-day year for all purposes of the Basic Documents.
"Class A-3 Final Scheduled Distribution Date" shall mean the September
2002 Distribution Date.
"Class A-3 Noteholder" shall mean the Person in whose name a Class A-3
Note is registered on the Note Register.
"Class A-3 Notes" shall mean the $995,000,000 aggregate initial
principal amount Class A-3 7.13% Asset Backed Notes issued by the Trust pursuant
to the Indenture, substantially in the form of Exhibit A-3 to the Indenture.
"Class A-3 Rate" shall mean 7.13% per annum. Interest with respect to
the Class A-3 Notes shall be computed on the basis of a 360-day year consisting
of twelve 30-day months for all purposes of the Basic Documents.
"Class A-4 Final Scheduled Distribution Date" shall mean the February
2004 Distribution Date.
"Class A-4 Noteholder" shall mean the Person in whose name a Class A-4
Note is registered on the Note Register.
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"Class A-4 Notes" shall mean the $990,000,000 aggregate initial
principal amount Class A-4 7.24% Asset Backed Notes issued by the Trust pursuant
to the Indenture, substantially in the form of Exhibit A-4 to the Indenture.
"Class A-4 Rate" shall mean 7.24% per annum. Interest with respect to
the Class A-4 Notes shall be computed on the basis of a 360-day year consisting
of twelve 30-day months for all purposes of the Basic Documents.
"Class A-5 Final Scheduled Distribution Date" shall mean the July 2004
Distribution Date.
"Class A-5 Noteholder" shall mean the Person in whose name a Class A-5
Note is registered on the Note Register.
"Class A-5 Notes" shall mean the $162,107,000 aggregate initial
principal amount Class A-5 7.26% Asset Backed Notes issued by the Trust pursuant
to the Indenture, substantially in the form of Exhibit A-5 to the Indenture.
"Class A-5 Rate" shall mean 7.26% per annum. Interest with respect to
the Class A-5 Notes shall be computed on the basis of a 360-day year consisting
of twelve 30-day months for all purposes of the Basic Documents.
"Class B Final Scheduled Distribution Date" shall mean the October
2004 Distribution Date.
"Class B Noteholder" shall mean the Person in whose name a Class B
Note is registered on the Note Register.
"Class B Noteholders' Interest Carryover Shortfall" shall mean, with
respect to any Distribution Date, the excess of the Class B Noteholders' Monthly
Accrued Interest for the preceding Distribution Date and any outstanding Class B
Noteholders' Interest Carryover Shortfall on such preceding Distribution Date,
over the amount in respect of interest that is actually paid to Noteholders of
Class B Notes on such preceding Distribution Date, plus interest on the amount
of interest due but not paid to Noteholders of Class B Notes on the preceding
Distribution Date, to the extent permitted by law, at the Class B Rate for the
related Interest Period.
"Class B Noteholders' Monthly Accrued Interest" shall mean, with
respect to any Distribution Date, the aggregate interest accrued for the related
Interest Period on the Class B Notes at the Class B Rate on the outstanding
principal amount of the Class B Notes on the immediately preceding Distribution
Date or the Closing Date, as the case may be, after giving effect to all
payments of principal to the Noteholders of the Class B Notes on or prior to
such preceding Distribution Date.
"Class B Notes" shall mean the $99,059,000 aggregate initial principal
amount Class B 7.50% Asset Backed Notes issued by the Trust pursuant to the
Indenture, substantially in the form of Exhibit B to the Indenture.
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"Class B Rate" shall mean 7.50% per annum. Interest with respect to
the Class B Notes shall be computed on the basis of a 360-day year consisting of
twelve 30-day months for all purposes of the Basic Documents.
"Class C Certificateholder" shall mean the Person in whose name a
Class C Certificate is registered in the Certificate Register.
"Class C Certificateholders' Interest Carryover Shortfall" shall mean,
with respect to any Distribution Date, the excess of the sum of the Class C
Certificateholders' Monthly Accrued Interest for the preceding Distribution Date
and any outstanding Class C Certificateholders' Interest Carryover Shortfall
from the close of business on such preceding Distribution Date, over the amount
in respect of interest that is actually paid to Class C Certificateholders on
such preceding Distribution Date, plus thirty (30) days of interest on such
excess, to the extent permitted by law, at the Class C Rate.
"Class C Certificateholders' Monthly Accrued Interest" shall mean,
with respect to any Distribution Date, thirty (30) days of interest (or, in the
case of the first Distribution Date, interest accrued from and including the
Closing Date to but excluding such Distribution Date) at the Class C Rate on the
Certificate Balance of the Class C Certificates on the immediately preceding
Distribution Date or the Closing Date, as the case may be, after giving effect
to all distributions allocable to the reduction of the Certificate Balance of
the Class C Certificates made on or prior to such preceding Distribution Date.
"Class C Certificates" shall mean the $56,605,000 aggregate initial
principal balance Class C 7.89% Asset Backed Certificates evidencing the
beneficial interest of a Class C Certificateholder in the property of the Trust,
substantially in the form of Exhibit A to the Trust Agreement; provided,
however, that the Owner Trust Estate has been pledged to the Indenture Trustee
to secure payment of the Notes and that the rights of the Certificateholders to
receive distributions on the Certificates are subordinated to the rights of the
Noteholders as described in the Sale and Servicing Agreement, the Indenture and
the Trust Agreement.
"Class C Final Scheduled Distribution Date" shall mean the December
2004 Distribution Date.
"Class C Rate" shall mean 7.89% per annum. Interest with respect to
the Class C Certificates shall be computed on the basis of a 360-day year
consisting of twelve 30-day months for all purposes of the Basic Documents.
"Class D Certificateholder" shall mean the Person in whose name a
Class D Certificate is registered in the Certificate Register.
"Class D Certificateholders' Interest Carryover Shortfall" shall mean,
with respect to any Distribution Date, the excess of the sum of the Class D
Certificateholders' Monthly Accrued Interest for the preceding Distribution Date
and any outstanding Class D Certificateholders' Interest Carryover Shortfall
from the close of business on such preceding Distribution Date, over the amount
in respect of interest that is actually paid
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to Class D Certificateholders on such preceding Distribution Date, plus thirty
(30) days of interest on such excess, to the extent permitted by law, at the
Class D Rate.
"Class D Certificateholders' Monthly Accrued Interest" shall mean,
with respect to any Distribution Date, thirty (30) days of interest (or, in the
case of the first Distribution Date, interest accrued from and including the
Closing Date to but excluding such Distribution Date) at the Class D Rate on the
Certificate Balance of the Class D Certificates on the immediately preceding
Distribution Date or the Closing Date, as the case may be, after giving effect
to all distributions allocable to the reduction of the Certificate Balance of
the Class D Certificates made on or prior to such preceding Distribution Date.
"Class D Certificates" shall mean the $56,605,000 aggregate initial
principal balance Class D 9.00% Asset Backed Certificates evidencing the
beneficial interest of a Class D Certificateholder in the property of the Trust,
substantially in the form of Exhibit B to the Trust Agreement; provided,
however, that the Owner Trust Estate has been pledged to the Indenture Trustee
to secure payment of the Notes and that the rights of the Certificateholders to
receive distributions on the Certificates are subordinated to the rights of the
Noteholders as described in the Sale and Servicing Agreement, the Indenture and
the Trust Agreement.
"Class D Final Scheduled Distribution Date" shall mean the October
2005 Distribution Date.
"Class D Rate" shall mean 9.00% per annum. Interest with respect to
the Class D Certificates shall be computed on the basis of a 360-day year
consisting of twelve 30-day months for all purposes of the Basic Documents.
"Clearing Agency" shall mean an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.
"Clearing Agency Participant" shall mean a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.
"Closing Date" shall mean June 22, 2000.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and
Treasury Regulations promulgated thereunder.
"Collateral" shall have the meaning specified in the Granting Clause
of the Indenture.
"Collection Account" shall mean the account or accounts established
and maintained as such pursuant to Section 4.1(a) of the Sale and Servicing
Agreement.
"Collection Period" shall mean each calendar month during the term of
this Agreement or, in the case of the initial Collection Period, the period from
the Cutoff Date to and including the last day of the month in which the Cutoff
Date occurred. Any amount stated "as of the close of business of the last day of
a Collection Period" shall give effect to the following calculations as
determined as of the end of the day on such last day: 1) all applications of
collections, 2) all current and previous
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Payaheads, 3) all applications of Payahead Balances, 4) all Advances and
reductions of Outstanding Advances and 5) all distributions.
"Collections" shall mean all amounts collected by the Servicer (from
whatever source) on or with respect to the Receivables.
"Commission" shall mean the Securities and Exchange Commission.
"Computer Tape" shall mean the computer tape generated by the Seller
which provides information relating to the Receivables and which was used by the
Seller in selecting the Receivables conveyed to the Trust hereunder.
"Control Agreement" shall mean the Securities Account Control
Agreement, dated as of the Closing Date, by and among the Seller, the Issuer,
the Indenture Trustee and The Chase Manhattan Bank in its capacity as a
securities intermediary.
"Controlling Certificate Class" shall mean, with respect to any
Certificates outstanding, the Class C Certificates as long as any Class C
Certificates are outstanding and thereafter the Class D Certificates so long as
any Class D Certificates are outstanding.
"Controlling Note Class" shall mean, with respect to any Notes
Outstanding, the Class A Notes as long as any Class A Notes are Outstanding, and
thereafter the Class B Notes as long as any Class B Notes are Outstanding
(excluding Notes held by the Seller, the Servicer or their Affiliates).
"Corporate Trust Office" shall mean, (i) with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee located at
101 Barclay Avenue, Floor 12 East, New York, New York 10286 or at such other
address as the Owner Trustee may designate from time to time by notice to the
Certificateholders and the Depositor, or the principal corporate trust office of
any successor Owner Trustee (the address of which the successor Owner Trustee
will notify the Certificateholders and the Depositor); (ii) with respect to the
Delaware Trustee, the principal corporate trust office of the Delaware Trustee
located at White Clay Center, Route 273, Newark, Delaware 19711 or at such other
address as the Delaware Trustee may designate from time to time by notice to the
Certificateholders and the Depositor, or the principal corporate trust office of
any successor Delaware Trustee (the address of which the successor Delaware
Trustee will notify the Certificateholders and the Depositor); and (iii) with
respect to the Indenture Trustee, the principal corporate trust office of the
Indenture Trustee located at 450 West 33rd Street, New York, New York 10001, or
at such other address as the Indenture Trustee may designate from time to time
by notice to the Noteholders and the Issuer, or the principal corporate trust
office of any successor Indenture Trustee (the address of which the successor
Indenture Trustee will notify the Noteholders and the Issuer).
"Co-Trustees" shall mean, individually and collectively, the Owner
Trustee and the Delaware Trustee.
"Cutoff Date" shall mean June 1, 2000.
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"Dealer" shall mean the dealer who sold a Financed Vehicle and who
originated and assigned the respective Receivable to Ford Credit or PRIMUS under
an existing agreement between such dealer and either Ford Credit or PRIMUS.
"Dealer Recourse" shall mean, with respect to a Receivable (i) any
amount paid by a Dealer or credited against a reserve established for, or held
on behalf of, a Dealer in excess of that portion of finance charges rebated to
the Obligor which is attributable to the Dealer's participation, if any, in the
Receivable, and (ii) all recourse rights against the Dealer which originated the
Receivable and any successor Dealer.
"Default" shall mean any occurrence that is, or with notice or the
lapse of time or both would become, an Event of Default.
"Definitive Notes" shall have the meaning specified in Section 2.11 of
the Indenture.
"Delaware Trustee" shall mean The Bank of New York (Delaware), a
Delaware banking corporation, not in its individual capacity but solely as
Delaware Trustee under the Trust Agreement, or any successor Delaware Trustee
under the Trust Agreement.
"Depositor" shall mean the Seller in its capacity as Depositor under
the Trust Agreement.
"Determination Date" shall mean, with respect to any Collection
Period, the Business Day immediately preceding the Distribution Date following
such Collection Period.
"Direct Purchase Notes" shall mean the $250,000,000 in aggregate
initial principal amount of Class A-3 Notes to be sold to the Direct Purchasers
under the Class A Note Purchase Agreements.
"Direct Purchasers" shall mean Merrill Lynch Bank & Trust Co. and
Merrill Lynch Bank USA.
"Distribution Date" shall mean the fifteenth (15th) day of each
calendar month or, if such day is not a Business Day, the next succeeding
Business Day.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
"Event of Default" shall have the meaning specified in Section 5.1 of
the Indenture.
"Event of Servicing Termination" shall mean an event specified in
Section 8.1 of the Sale and Servicing Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Executive Officer" shall mean, with respect to any corporation,
<PAGE>
the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, Executive Vice President, any Vice President, the Secretary or the
Treasurer of such corporation and, with respect to any partnership, any general
partner thereof.
"Exempt Notes" shall mean the Notes which are exempt from Registration
under the Securities Act pursuant to Section 3(a)(3) of the Securities Act,
namely the Class A-1 Notes and the Class A-2 Notes.
"Expenses" shall have the meaning assigned to such term in Section 8.2
of the Trust Agreement.
"Final Scheduled Maturity Date" shall mean October 15, 2005.
"Financed Vehicle" shall mean a new or used automobile or light truck,
together with all accessions thereto, securing an Obligor's indebtedness under
the respective Receivable.
"First Priority Principal Distribution Amount" shall mean, with
respect to any Distribution Date, an amount equal to the excess, if any, of (a)
the aggregate outstanding principal amount of the Class A Notes as of the
preceding Distribution Date (after giving effect to any principal payments made
on the Class A Notes on such preceding Distribution Date) over (b) the
difference between (1) the Pool Balance at the end of the Collection Period
preceding such Distribution Date minus (2) the Yield Supplement
Overcollateralization Amount; provided, however, that the First Priority
Principal Distribution Amount shall not exceed the sum of the aggregate
outstanding principal amount of all of the Notes and the Aggregate Certificate
Balance of all of the Certificates on such Distribution Date (prior to giving
effect to any principal payments made on the Securities on such Distribution
Date); and provided, further, that (i) the First Priority Principal Distribution
Amount on and after the Class A-1 Final Scheduled Distribution Date shall not be
less than the amount that is necessary to reduce the outstanding principal
amount of the Class A-1 Notes to zero; (ii) the First Priority Principal
Distribution Amount on and after the Class A-2 Final Scheduled Distribution Date
shall not be less than the amount that is necessary to reduce the outstanding
principal amount of the Class A-2 Notes to zero; (iii) the First Priority
Principal Distribution Amount on and after the Class A-3 Final Scheduled
Distribution Date shall not be less than the amount that is necessary to reduce
the outstanding principal amount of the Class A-3 Notes to zero; (iv) the First
Priority Principal Distribution Amount on and after the Class A-4 Final
Scheduled Distribution Date shall not be less than the amount that is necessary
to reduce the outstanding principal amount of the Class A-4 Notes to zero and
(v) the First Priority Principal Distribution Amount on and after the Class A-5
Final Scheduled Distribution Date shall not be less than the amount that is
necessary to reduce the outstanding principal amount of the Class A-5 Notes to
zero.
"Fitch" shall mean Fitch, Inc.
"Ford Credit" shall mean Ford Motor Credit Company, a Delaware
corporation.
"General Partner" shall mean Ford Credit Auto Receivables Two, Inc., a
Delaware corporation, or any substitute General Partner under the Limited
Partnership Agreement.
"Grant" shall mean to mortgage, pledge, bargain, sell, warrant,
alienate, remise, release, convey, assign, transfer, create, and to grant a
<PAGE>
lien upon and a security interest in and right of set-off against, and to
deposit, set over and confirm pursuant to the Indenture. A Grant of the
Collateral or of any other agreement or instrument shall include all rights,
powers and options (but none of the obligations) of the granting party
thereunder, including the immediate and continuing right to claim for, collect,
receive and give receipt for principal and interest payments in respect of the
Collateral and all other monies payable thereunder, to give and receive notices
and other communications, to make waivers or other agreements, to exercise all
rights and options, to bring Proceedings in the name of the granting party or
otherwise, and generally to do and receive anything that the granting party is
or may be entitled to do or receive thereunder or with respect thereto.
"Indemnification Agreement" shall mean the Indemnification Agreement,
dated June 13, 2000, by and between Ford Credit and the Representatives.
"Indemnified Parties" shall have the meaning assigned to such term in
Section 8.2 of the Trust Agreement.
"Indenture" shall mean the Indenture, dated as of June 1, 2000, by and
between the Trust and the Indenture Trustee.
"Indenture Trustee" shall mean The Chase Manhattan Bank, a New York
corporation, not in its individual capacity but solely as Indenture Trustee
under the Indenture, or any successor Indenture Trustee under the Indenture.
"Indenture Trust Estate" shall mean all money, instruments, rights and
other property that are subject or intended to be subject to the lien and
security interest of Indenture for the benefit of the Noteholders (including,
without limitation, all property and interests Granted to the Indenture
Trustee), including all proceeds thereof.
"Independent" shall mean, when used with respect to any specified
Person, that such Person (a) is in fact independent of the Issuer, any other
obligor on the Notes, the Seller and any Affiliate of any of the foregoing
Persons, (b) does not have any direct financial interest or any material
indirect financial interest in the Issuer, any such other obligor, the Seller or
any Affiliate of any of the foregoing Persons and (c) is not connected with the
Issuer, any such other obligor, the Seller or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.
"Independent Certificate" shall mean a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 of the
Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Order and approved by the Indenture Trustee in the exercise of reasonable
care, and such opinion or certificate shall state that the signer has read the
definition of "Independent" in this Indenture and that the signer is Independent
within the meaning thereof.
"Initial Certificate Balance" shall mean (i) with respect to the Class
C Certificates, $56,605,000, (ii) with respect to the Class D
<PAGE>
Certificates, $56,605,000 and (iii) with respect to any Certificate of either
such Class, an amount equal to the initial denomination of such Certificate.
"Initial Pool Balance" shall mean $2,999,970,568.02.
"Insolvency Event" shall mean, with respect to any Person, (i) the
making of a general assignment for the benefit of creditors, (ii) the filing of
a voluntary petition in bankruptcy, (iii) being adjudged a bankrupt or
insolvent, or having had entered against such Person an order for relief in any
bankruptcy or insolvency proceeding, (iv) the filing by such Person of a
petition or answer seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any statute, law
or regulation, (v) the filing by such Person of an answer or other pleading
admitting or failing to contest the material allegations of a petition filed
against such Person in any proceeding specified in (vii) below, (vi) seeking,
consent to or acquiescing in the appointment of a trustee, receiver or
liquidator of such Person or of all or any substantial part of the assets of
such Person or (vii) the failure to obtain dismissal within 60 days of the
commencement of any proceeding against such Person seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any statute, law or regulation, or the entry of any order
appointing a trustee, liquidator or receiver of such Person or of such Person's
assets or any substantial portion thereof.
"Interest Period" shall mean, with respect to any Distribution Date
(i) with respect to the Class A-1 Notes and the Class A-2 Notes, from and
including the Closing Date (in the case of the first Distribution Date) or from
and including the most recent Distribution Date on which interest has been paid
to but excluding the following Distribution Date and (ii) with respect to each
Class of Notes other than the Class A-1 Notes and the Class A-2 Notes, from and
including the Closing Date (in the case of the first Distribution Date) or from
and including the fifteenth day of the calendar month preceding each
Distribution Date to but excluding the fifteenth day of the following calendar
month.
"IRS" shall mean the Internal Revenue Service.
"Issuer" shall mean the Trust unless a successor replaces it and,
thereafter, shall mean the successor and for purposes of any provision contained
in the Indenture and required by the TIA, each other obligor on the Notes.
"Issuer Order" and "Issuer Request" shall mean a written order or
request signed in the name of the Issuer by any one of its Authorized Officers
and delivered to the Indenture Trustee.
"Lien" shall mean a security interest, lien, charge, pledge, equity,
or encumbrance of any kind other than tax liens, mechanics' liens, and any liens
which attach to the respective Receivable by operation of law.
"Limited Partnership Act" shall mean the Delaware Revised Uniform
Limited Partnership Act, Chapter 17 of Title 6 of the Delaware Code, 17 Delaware
Code ss. 101 et seq., as amended.
"Limited Partnership Agreement" shall mean the Amended and Restated
Agreement of Limited Partnership of Ford Credit Auto Receivables Two L.P., dated
as of June 1, 1996, by and between Ford Credit Auto Receivables Two, Inc., as
general partner, and Ford Credit, as limited partner.
<PAGE>
"Liquidated Receivable" shall mean a Receivable which, by its terms,
is in default and as to which the Servicer has determined, in accordance with
its customary servicing procedures, that eventual payment in full is unlikely or
has repossessed and disposed of the Financed Vehicle.
"Liquidation Proceeds" shall mean the monies collected from whatever
source, during the respective Collection Period, on a Liquidated Receivable, net
of the sum of any amounts expended by the Servicer for the account of the
Obligor plus any amounts required by law to be remitted to the Obligor.
"Monthly Remittance Condition" shall have the meaning specified in
Section 4.1(e) of the Sale and Servicing Agreement.
"Moody's" shall mean Moody's Investors Service, Inc.
"Note Balance" means with respect to each Class of Notes and as the
context so requires, (i) with respect to all Notes of such Class, an amount
equal to, initially, the initial Note Balance of such Class of Notes and,
thereafter, an amount equal to the initial Note Balance of such Class of Notes,
reduced by all amounts distributed to Noteholders of such Class of Notes and
allocable to principal or (ii) with respect to any Note of such Class, an amount
equal to, initially, the initial denomination of such Note and, thereafter,
equal to such initial denomination, reduced by all amounts distributed in
respect of such Note and allocable to principal.
"Note Depository Agreement" shall mean the agreement dated the Closing
Date by and among the Trust, the Indenture Trustee and The Depository Trust
Company, as the initial Clearing Agency, relating to the Notes, substantially in
the form of Exhibit C to the Indenture.
"Noteholder" shall mean the Person in whose name a Note is registered
on the Note Register.
"Note Interest Rate" shall mean the Class A-1 Rate, the Class A-2
Rate, the Class A-3 Rate, the Class A-4 Rate, the Class A-5 Rate or the Class B
Rate, as applicable.
"Note Owner" shall mean, with respect to any Book-Entry Note, the
Person who is the beneficial owner of such Book-Entry Note, as reflected on the
books of the Clearing Agency or on the books of a Person maintaining an account
with such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such Clearing
Agency).
"Note Paying Agent" shall mean the Indenture Trustee or any other
Person that meets the eligibility standards for the Indenture Trustee specified
in Section 6.11 of the Indenture and is authorized by the Issuer to make
payments to and distributions from the Collection Account (including the
Principal Distribution Account), including payment of principal of or interest
on the Notes on behalf of the Issuer.
"Note Pool Factor" shall mean, with respect to each Class of Notes as
of the close of business on the last day of a Collection Period, a seven-digit
decimal figure equal to the outstanding principal balance of such
<PAGE>
Class of Notes (after giving effect to any reductions thereof to be made on the
immediately following Distribution Date) divided by the original outstanding
principal balance of such Class of Notes. The Note Pool Factor will be 1.0000000
as of the Closing Date; thereafter, the Note Pool Factor will decline to reflect
reductions in the outstanding principal amount of such Class of Notes.
"Note Register" and "Note Registrar" shall have the respective
meanings specified in Section 2.5 of the Indenture.
"Notes" shall mean the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and the Class B Notes,
collectively.
"Obligor" on a Receivable shall mean the purchaser or co-purchasers of
the Financed Vehicle or any other Person who owes payments under the Receivable
(not including any Dealer in respect of Dealer Recourse).
"Officer's Certificate" shall mean (i) with respect to the Trust, a
certificate signed by any Authorized Officer of the Trust and (ii) with respect
to the Seller or the Servicer, a certificate signed by the chairman of the
board, the president, any executive vice president, any vice president, the
treasurer, any assistant treasurer, or the controller of the Seller or the
Servicer, as applicable.
"Opinion of Counsel" shall mean a written opinion of counsel which
counsel shall be acceptable to the Indenture Trustee, the Owner Trustee or the
Rating Agencies, as applicable.
"Optional Purchase Percentage" shall mean 10%.
"Outstanding" shall mean with respect to the Notes, as of the date of
determination, all Notes theretofore authenticated and delivered under the
Indenture except:
(a) Notes theretofore cancelled by the Note Registrar or
delivered to the Note Registrar for cancellation;
(b) Notes or portions thereof the payment for which money in
the necessary amount has been theretofore deposited with the Indenture
Trustee or any Note Paying Agent in trust for the Noteholders of such
Notes (provided, however, that if such Notes are to be redeemed,
notice of such redemption has been duly given pursuant to this
Indenture or provision for such notice has been made, satisfactory to
the Indenture Trustee); and
(c) Notes in exchange for or in lieu of which other Notes
have been authenticated and delivered pursuant to this Indenture
unless proof satisfactory to the Indenture Trustee is presented that
any such Notes are held by a bona fide purchaser;
provided, that in determining whether the Noteholders of Notes evidencing the
requisite principal amount of the Notes Outstanding have given any
<PAGE>
request, demand, authorization, direction, notice, consent, or waiver under any
Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the
Seller, the Servicer or any Affiliate of any of the foregoing Persons shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee shall be protected in relying on any such request,
demand, authorization, direction, notice, consent, or waiver, only Notes that a
Responsible Officer of the Indenture Trustee knows to be so owned shall be so
disregarded. Notes owned by the Issuer, any other obligor upon the Notes, the
Seller, the Servicer or any Affiliate of any of the foregoing Persons that have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee the pledgee's right so
to act with respect to such Notes and that the pledgee is not the Issuer, any
other obligor upon the Notes, the Seller, the Servicer or any Affiliate of any
of the foregoing Persons.
"Outstanding Actuarial Advances" on the Actuarial Receivables shall
mean the sum, as of the close of business on the last day of a Collection
Period, of all Actuarial Advances as reduced as provided in Section 4.4(a) of
the Sale and Servicing Agreement.
"Outstanding Advances" shall mean either Outstanding Actuarial
Advances or Outstanding Simple Interest Advances or both, as applicable.
"Outstanding Simple Interest Advances" on the Simple Interest
Receivables shall mean the sum, as of the close of business on the last day of a
Collection Period, of all Simple Interest Advances as reduced as provided in
Section 4.4(b) of the Sale and Servicing Agreement.
"Owner Trustee" shall mean The Bank of New York, a New York banking
corporation, not in its individual capacity but solely as Owner Trustee under
the Trust Agreement, or any successor Owner Trustee under the Trust Agreement.
"Owner Trust Estate" shall mean all right, title and interest of the
Trust in, to and under the property and rights assigned to the Trust pursuant to
Article II of the Sale and Servicing Agreement.
"Payahead" on a Receivable shall mean the amount, as of the close of
business on the last day of a Collection Period, specified in Section 4.3 of the
Sale and Servicing Agreement with respect to such Receivable.
"Payahead Account" shall mean the account established and maintained
as such pursuant to Section 4.1(d) of the Sale and Servicing Agreement.
"Payahead Balance" on a Receivable shall mean the sum, as of the close
of business on the last day of a Collection Period, of all Payaheads made by or
on behalf of the Obligor with respect to such Receivable (including any amount
paid by or on behalf of the Obligor prior to the Cutoff Date that is due on or
after the Cutoff Date and was not used to reduce the principal balance of such
Receivable), as reduced by applications of previous Payaheads with respect to
such Receivable, pursuant to Sections 4.3 and 4.4 of the Sale and Servicing
Agreement.
"Permitted Investments" shall mean, on any date of determination,
book-entry securities, negotiable instruments or securities represented by
instruments in bearer or registered form with maturities not
<PAGE>
exceeding the Business Day preceding the next Distribution Date (except as set
forth in clause (g) below) which evidence:
(a) direct non-callable obligations of, and obligations
fully guaranteed as to timely payment by, the United States of
America;
(b) demand deposits, time deposits or certificates of
deposit of any depository institution or trust company incorporated
under the laws of the United States of America or any state thereof
(or any domestic branch of a foreign bank) and subject to supervision
and examination by Federal or State banking or depository institution
authorities; provided, however, that at the time of the investment or
contractual commitment to invest therein, the commercial paper or
other short-term unsecured debt obligations (other than such
obligations the rating of which is based on the credit of a Person
other than such depository institution or trust company) thereof shall
have a credit rating from each of the Rating Agencies in the highest
investment category granted thereby;
(c) commercial paper having, at the time of the investment
or contractual commitment to invest therein, a rating from each of the
Rating Agencies in the highest investment category granted thereby;
(d) investments in money market funds having a rating from
each of the Rating Agencies in the highest investment category granted
thereby (including funds for which the Indenture Trustee or the Owner
Trustee or any of their respective Affiliates is investment manager or
advisor);
(e) bankers' acceptances issued by any depository
institution or trust company referred to in clause (b) above;
(f) repurchase obligations with respect to any security that
is a direct non-callable obligation of, or fully guaranteed by, the
United States of America or any agency or instrumentality thereof the
obligations of which are backed by the full faith and credit of the
United States of America, in either case entered into with a
depository institution or trust company (acting as principal)
described in clause (b);
(g) with respect to the amounts in the Reserve Account,
securities and instruments which do not mature prior to the next
Distribution Date and will not be required to be sold to meet any
shortfalls in interest or principal owed to the Noteholders or
Certificateholders, provided that the Issuer or Servicer has received
written notification from the Rating Agencies that the acquisition of
such securities or instruments as a Permitted Investment will not
result in a withdrawal or downgrading of the ratings on the Notes or
the Certificates; and
(h) any other investment with respect to which the Issuer or
the Servicer has received written notification from the Rating
Agencies that the acquisition of such investment as a Permitted
Investment will not result in a withdrawal or downgrading of the
ratings on the Notes or the Certificates.
<PAGE>
"Person" shall mean any individual, corporation, estate, partnership,
joint venture, association, joint stock company, trust, unincorporated
organization, or government or any agency or political subdivision thereof.
"Physical Property" shall have the meaning assigned to such term in
the definition of "Delivery" above.
"Placement Agency Agreement" shall mean the Placement Agency Agreement
dated as of June 13, 2000 between the Seller and Merrill Lynch, Pierce, Fenner &
Smith, as Agent.
"Pool Balance" as of the close of business of the last day of a
Collection Period shall mean the aggregate Principal Balance of the Receivables
(excluding Purchased Receivables and Liquidated Receivables).
"Pool Factor" as of the last day of a Collection Period shall mean a
seven-digit decimal figure equal to the Pool Balance divided by the Initial Pool
Balance.
"Predecessor Note" shall mean, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note and, for purposes of this definition, any Note
authenticated and delivered under Section 2.6 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.
"Prepayment Date" shall mean, with respect to a prepayment of the
Certificates pursuant to Section 9.3(a) of the Trust Agreement or a distribution
to Certificateholders pursuant to Section 9.1(c) of the Trust Agreement, the
Distribution Date specified by the Owner Trustee pursuant to said Section 9.3(a)
or 9.1(c), as applicable.
"Prepayment Price" shall mean an amount equal to the Certificate
Balance of the Class of Certificates to be prepaid plus accrued and unpaid
interest thereon at the applicable Certificate Rate plus interest on any overdue
interest at the applicable Certificate Rate (to the extent lawful) to but
excluding the Prepayment Date.
"PRIMUS" shall mean, until August 1999, PRIMUS Automotive Financial
Services, Inc., a wholly owned subsidiary of Ford Credit conducting its business
as a corporate entity separate from Ford Credit and beginning in August 1999,
Primus Financial Services, a d/b/a of Ford Credit, conducting its business as a
division of Ford Credit.
"Principal Balance" of a Receivable, as of the close of business on
the last day of a Collection Period, shall mean the Amount Financed minus the
sum of (a) in the case of an Actuarial Receivable, that portion of all Scheduled
Payments due on or prior to such day allocable to principal using the actuarial
or constant yield method, (b) in the case of a Simple Interest Receivable, that
portion of all Scheduled Payments actually received on or prior to such date
allocable to principal using the Simple Interest Method, (c) any refunded
portion of extended warranty protection
<PAGE>
plan costs, or of physical damage, credit life, or disability insurance premiums
included in the Amount Financed, (d) any payment of the Purchase Amount with
respect to the Receivable allocable to principal and (e) any prepayment in full
or any partial prepayments applied to reduce the principal balance of the
Receivable.
"Principal Distribution Account" shall mean the administrative
subaccount of the Collection Account established and maintained as such pursuant
to Section 4.1(b) of the Sale and Servicing Agreement.
"Proceeding" shall mean any suit in equity, action at law or
other judicial or administrative proceeding.
"Program" shall have the meaning specified in Section 3.11 of
the Sale and Servicing Agreement.
"Prospectus" shall have the meaning specified in the
Underwriting Agreement.
"Purchase Agreement" shall mean the Purchase Agreement, dated
as of June 1, 2000, by and between the Seller and Ford Credit.
"Purchase Amount" shall mean the amount, as of the close
business on the last day of a Collection Period, required to be paid by an
Obligor to prepay in full the respective Receivable under the terms thereof
(which amount shall include a full month's interest, in the month of payment, at
the Annual Percentage Rate).
"Purchased Property" shall mean the Receivables and related
property described in Section 2.1(a) of the Purchase Agreement.
"Purchased Receivable" shall mean a Receivable purchased as of
the close of business on the last day of the respective Collection Period by the
Servicer pursuant to Section 3.7 of the Sale and Servicing Agreement or by the
Seller pursuant to Section 6.2 of the Purchase Agreement.
"Purchaser" shall mean the Seller in its capacity as Purchaser
under the Purchase Agreement.
"Qualified Institution" shall mean any depository institution
organized under the laws of the United States of America or any one of the
states thereof or incorporated under the laws of a foreign jurisdiction with a
branch or agency located in the United States of America or one of the states
thereof and subject to supervision and examination by federal or state banking
authorities which at all times has a short-term deposit rating of P-1 by Moody's
and A-1+ by Standard & Poor's and, in the case of any such institution organized
under the laws of the United States of America, whose deposits are insured by
the Federal Deposit Insurance Corporation or any successor thereto.
"Qualified Trust Institution" shall mean the corporate trust
department of The Bank of New York, The Chase Manhattan Bank, or any institution
organized under the laws of the United States of America or any one of the
states thereof or incorporated under the laws of a foreign jurisdiction with a
branch or agency located in the United States of America or one of the states
thereof and subject to supervision and examination by federal or state banking
authorities which at all times (i) is authorized under such laws to act as a
trustee or in any other fiduciary capacity, (ii) holds not
<PAGE>
less than one billion dollars in assets in its fiduciary capacity, and (iii) has
a long-term deposit rating of not less than Baa3 from Moody's.
"Rating Agency" shall mean each of the nationally recognized
statistical rating organizations designated by the Seller or an Affiliate to
provide a rating on the Notes or the Certificates which is then rating such
Notes or Certificates. If no such organization or successor is any longer in
existence, "Rating Agency" shall be a nationally recognized statistical rating
organization or other comparable Person designated by the Seller or an
Affiliate, notice of which designation shall be given to the Indenture Trustee,
the Owner Trustee and the Servicer.
"Rating Agency Condition" shall mean, with respect to any
action, that each Rating Agency shall have been given prior notice thereof and
that each of the Rating Agencies shall have notified the Seller, the Servicer,
the Owner Trustee and the Indenture Trustee in writing that such action will not
result in a reduction or withdrawal of the then current rating of the Notes or
the Certificates.
"Realized Losses" shall mean, the excess of the Principal
Balance of any Liquidated Receivable over Liquidation Proceeds to the extent
allocable to principal received in the Collection Period.
"Receivable" shall mean any retail installment sale contract
which shall appear on the Schedule of Receivables and any amendments,
modifications or supplements to such retail installment sale contract which has
not been released by the Indenture Trustee and the Owner Trustee from the Trust.
"Receivable Files" shall mean the documents specified in
Section 2.4 of the Sale and Servicing Agreement.
"Receivables Purchase Price" shall mean the fair market value
of the Receivables on the Closing Date, as set forth on Schedule A to the
Purchase Agreement.
"Record Date" shall mean, (i) with respect to any Distribution
Date or Redemption Date and any Book-Entry Note, the close of business on the
day prior to such Distribution Date or Redemption Date or, with respect to any
Definitive Note, the last day of the month preceding the month in which such
Distribution Date or Redemption Date occurs and (ii) with respect to any
Distribution Date or Prepayment Date and any Certificate, the close of business
on the last day of the month preceding the month in which such Distribution Date
or Prepayment Date occurs.
"Redemption Date" shall mean with respect to a redemption of
the Class A Notes and the Class B Notes pursuant to Section 10.1(a) of the
Indenture or a payment to Noteholders pursuant to Section 10.1(b) of the
Indenture, the Distribution Date specified by the Servicer pursuant to said
Section 10.1(a) or (b), as applicable.
"Redemption Price" shall mean an amount equal to the unpaid
principal amount of the Class of Notes to be redeemed plus accrued and unpaid
interest thereon at the applicable Note Interest Rate plus interest on any
overdue interest at the applicable Note Interest Rate (to the extent
<PAGE>
lawful) to but excluding the Redemption Date.
"Registered Noteholder" shall mean the Person in whose name a
Note is registered on the Note Register on the applicable Record Date.
"Regular Principal Distribution Amount" shall mean, with
respect to any Distribution Date, an amount not less than zero equal to the
difference between (i) the greater of (1) the aggregate outstanding principal
amount of the Class A-1 Notes and the Class A-2 Notes as of the preceding
Distribution Date (after giving effect to any principal payments made on the
Class A-1 Notes and the Class A-2 Notes on such preceding Distribution Date) or
the Closing Date, as the case may be, and (2) the excess, if any, of (a) the sum
of the aggregate outstanding principal amount of all the Notes and the Aggregate
Certificate Balance of all of the Certificates as of the preceding Distribution
Date (after giving effect to any principal payments made on the Securities on
such preceding Distribution Date) or the Closing Date, as the case may be, over
(b) the excess, if any, of (x) the Pool Balance at the end of the Collection
Period preceding such Distribution Date over (y) the Specified
Overcollateralization Amount with respect to such Distribution Date minus (z)
the Yield Supplement Overcollateralization Amount with respect to such
Distribution Date, minus (ii) the sum of the First Priority Principal
Distribution Amount, if any, and the Second Priority Principal Distribution
Amount, if any, each with respect to such Distribution Date; provided, however,
that the Regular Principal Distribution Amount shall not exceed the sum of the
aggregate outstanding principal amount of all of the Notes and the Aggregate
Certificate Balance of all of the Certificates on such Distribution Date (after
giving effect to any principal payments made on the Securities on such
Distribution Date in respect of the First Priority Principal Distribution
Amount, if any, and the Second Priority Principal Distribution Amount, if any);
and provided, further, that (i) the Regular Principal Distribution Amount on or
after the Class C Final Scheduled Distribution Date shall not be less than the
amount that is necessary to reduce the Certificate Balance of the Class C
Certificates to zero; and (ii) the Regular Principal Distribution Amount on or
after the Class D Final Scheduled Distribution Date shall not be less than the
amount that is necessary to reduce the Certificate Balance of the Class D
Certificates to zero.
"Related Agreements" shall have the meaning specified in the
recitals to the Administration Agreement.
"Representatives" shall mean Merrill Lynch, Pierce, Fenner &
Smith Incorporated and J.P. Morgan Securities Inc. as representatives of the
several Underwriters.
"Repurchase Event" shall mean the occurrence of a breach of
any of the Seller's representations and warranties contained in Section 3.2(b)
of the Purchase Agreement obligating the Seller to repurchase Receivables
thereunder at the Purchase Amount from the Purchaser or from the Trust.
"Required Rating" shall mean a rating on (i) short-term
unsecured debt obligations of P-1 by Moody's, (ii) short-term unsecured debt
obligations of A-1+ by Standard & Poor's and (iii) short-term unsecured debt
obligations of F1+ by Fitch, if rated by Fitch; and any requirement that
<PAGE>
short-term unsecured debt obligations have the "Required Rating" shall mean that
such short-term unsecured debt obligations have the foregoing required ratings
from each of such Rating Agencies.
"Reserve Account" shall mean the account established and
maintained as such pursuant to Section 4.7(a) of the Sale and Servicing
Agreement.
"Reserve Account Property" shall have the meaning specified in
Section 4.7(a) of the Sale and Servicing Agreement.
"Reserve Account Release Amount" shall mean, with respect to
any Distribution Date, an amount equal to the excess, if any, of (i) the amount
of cash or other immediately available funds in the Reserve Account on such
Distribution Date (prior to giving effect to any withdrawals therefrom relating
to such Distribution Date) over (ii) the Specified Reserve Balance with respect
to such Distribution Date.
"Reserve Initial Deposit" shall mean, with respect to the
Closing Date, $14,999,852.84.
"Sale and Servicing Agreement" shall mean the Sale and
Servicing Agreement, dated as of June 1, 2000, by and among the Trust, as
issuer, the Seller, as seller, and Ford Credit, as servicer.
"Scheduled Payment" shall mean, for any Collection Period for
any Receivable, the amount indicated in such Receivable as required to be paid
by the Obligor in such Collection Period (without giving effect to deferments of
payments pursuant to Section 3.2 of the Sale and Servicing Agreement or any
rescheduling in any insolvency or similar proceedings).
"Schedule of Receivables" shall mean the list identifying the
Receivables attached as Schedule A to the Purchase Agreement, the Sale and
Servicing Agreement and the Indenture (which list may be in the form of
microfiche, disk or other means acceptable to the Trustee).
"Second Priority Principal Distribution Amount" shall mean,
with respect to any Distribution Date, an amount not less than zero equal to the
difference between (i) the excess, if any, of (a) the aggregate outstanding
principal amount of the Notes as of the preceding Distribution Date (after
giving effect to any principal payments made on the Notes on such preceding
Distribution Date) over (b) the excess, if any of (1) the Pool Balance at the
end of the Collection Period preceding such Distribution Date over (2) the Yield
Supplement Overcollateralization Amount, minus (ii) the First Priority Principal
Distribution Amount, if any, with respect to such Distribution Date; provided,
however, that the Second Priority Principal Distribution Amount shall not exceed
the sum of the aggregate outstanding principal amount of all the Notes and the
Aggregate Certificate Balance of all of the Certificates on such Distribution
Date (after giving effect to any principal payments made on the Securities on
such Distribution Date in respect of the First Priority Principal Distribution
Amount, if any); and provided, further that the Second Priority Principal
Distribution Amount on or after the Class B Final Scheduled Distribution Date
shall not be less than the amount that is necessary to reduce the outstanding
principal amount of the Class B Notes to zero.
<PAGE>
"Secretary of State" shall mean the Secretary of State of the
State of Delaware.
"Securities" shall mean the Notes and the Certificates,
collectively.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"Securityholders" shall mean the Noteholders and the
Certificateholders, collectively.
"Seller" shall mean Ford Credit Auto Receivables Two L.P. as
the seller of the Receivables under the Sale and Servicing Agreement, and each
successor to Ford Credit Auto Receivables Two L.P. (in the same capacity)
pursuant to Section 6.3 of the Sale and Servicing Agreement.
"Servicer" shall mean Ford Credit as the servicer of the
Receivables, and each successor to Ford Credit (in the same capacity) pursuant
to Section 7.3 of the Sale and Servicing Agreement.
"Servicer's Certificate" shall mean a certificate completed
and executed by the Servicer by any executive vice president, any vice
president, the treasurer, any assistant treasurer, the controller, or any
assistant controller of the Servicer pursuant to Section 3.9 of the Sale and
Servicing Agreement.
"Servicing Fee" shall mean, with respect to a Collection
Period, the fee payable to the Servicer for services rendered during such
Collection Period, which shall be equal to one-twelfth of the Servicing Fee Rate
multiplied by the Pool Balance as of the first day of the Collection Period.
"Servicing Fee Rate" shall mean 1.0% per annum.
"Simple Interest Advance" shall mean the amount of interest,
as of the close of business on the last day of a Collection Period, which the
Servicer is required to advance on the Simple Interest Receivables pursuant to
Section 4.4(b) of the Sale and Servicing Agreement.
"Simple Interest Method" shall mean the method of allocating a
fixed level payment to principal and interest, pursuant to which the portion of
such payment that is allocated to interest is equal to the product of the fixed
rate of interest multiplied by the unpaid principal balance multiplied by the
period of time elapsed since the preceding payment of interest was made.
"Simple Interest Receivable" shall mean any Receivable under
which the portion of a payment allocable to interest and the portion allocable
to principal is determined in accordance with the Simple Interest Method.
"Specified Credit Enhancement Amount" shall mean, with respect
to any Distribution Date, the greatest of (i) $14,999,852.84, (ii) 1% of the
Pool Balance at the end of the Collection Period preceding such Distribution
Date or (iii) the aggregate principal balance of the Receivables that are
delinquent 91 days or more and are not Liquidated Receivables at the end of the
Collection Period preceding such Distribution Date; provided, however, that the
Specified Credit Enhancement Amount with respect to any Distribution Date shall
not exceed the sum of the aggregate outstanding principal amount of all the
Notes and the Aggregate Certificate Balance of all the Certificates as of the
preceding Distribution Date (after giving effect to
<PAGE>
any principal payments made on the Securities on such preceding Distribution
Date).
"Specified Overcollateralization Amount" shall mean, with
respect to any Distribution Date, the excess, if any, of (a) the Specified
Credit Enhancement Amount over (b) the Specified Reserve Balance, each with
respect to such Distribution Date.
"Specified Reserve Balance" shall mean $14,999,852.84;
provided, however, that the Specified Reserve Balance with respect to any
Distribution Date shall not exceed the sum of the aggregate outstanding
principal amount of all the Notes and the Aggregate Certificate Balance of all
the Certificates as of the preceding Distribution Date (after giving effect to
any principal payments made on the Securities on such preceding Distribution
Date).
"Standard & Poor's" shall mean Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc.
"State" shall mean any state or commonwealth of the United
State of America, or the District of Columbia.
"Successor Servicer" shall mean an institution appointed as
successor Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement.
"Supplemental Servicing Fee" shall mean, the fee payable to
the Servicer for certain services rendered during the respective Collection
Period, determined pursuant to and defined in Section 3.8 of the Sale and
Servicing Agreement.
"Total Required Payment" shall mean, with respect to any
Distribution Date, the sum of the Servicing Fee and all unpaid Servicing Fees
from prior Collection Periods, the Accrued Class A Note Interest, the First
Priority Principal Distribution Amount, the Accrued Class B Note Interest, the
Second Priority Principal Distribution Amount, the Accrued Class C Certificate
Interest and the Accrued Class D Certificate Interest; provided, however, that
following the occurrence and during the continuation of an Event of Default
which has resulted in an acceleration of the Notes or following an Insolvency
Event or a dissolution with respect to the Seller or the General Partner, on any
Distribution Date until the Distribution Date on which the outstanding principal
amount of all the Notes has been paid in full, the Total Required Payment shall
mean the sum of the Servicing Fee and all unpaid Servicing Fees from prior
Collection Periods, the Accrued Class A Note Interest, the Accrued Class B Note
Interest and the amount necessary to reduce the outstanding principal amount of
all the Notes to zero.
"Transfer" shall have the meaning specified in Section 3.3 of
the Trust Agreement.
"Treasury Regulations" shall mean regulations, including
proposed or temporary regulations, promulgated under the Code. References to
specific provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.
<PAGE>
"Trust" shall mean Ford Credit Auto Owner Trust 2000-C, a
Delaware business trust established pursuant to the Trust Agreement.
"Trust Accounts" shall have the meaning specified in Section
4.7(a) of the Sale and Servicing Agreement.
"Trust Agreement" shall mean the Amended and Restated Trust
Agreement dated as of June 1, 2000, by and among the Seller, as depositor, the
Owner Trustee and the Delaware Trustee.
"Trust Indenture Act" or "TIA" shall mean the Trust Indenture
Act of 1939, as amended, unless otherwise specifically provided.
"Trustee Officer" shall mean, with respect to the Indenture
Trustee, any officer within the Corporate Trust Office of the Indenture Trustee
with direct responsibility for the administration of the Indenture and the other
Basic Documents on behalf of the Indenture Trustee and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject and,
with respect to the Owner Trustee, any officer within the Corporate Trust Office
of the Owner Trustee with direct responsibility for the administration of the
Trust Agreement and the other Basic Documents on behalf of the Owner Trustee.
"Trust Property" shall mean, collectively, (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; (iii) the security interests in the Financed Vehicles granted by Obligors
pursuant to the Receivables and any other interest of the Issuer 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) the Trust
Accounts, the Certificate Interest Distribution Account, the Certificate
Principal Distribution Account and all amounts, securities, investments,
investment property and other property deposited in or credited to any of the
foregoing, all security entitlements relating to the foregoing and all proceeds
thereof; (viii) all of the Seller's rights under the Sale and Servicing
Agreement; (ix) all of the Seller's rights under the Purchase Agreement,
including the right of the Seller to cause Ford Credit to repurchase Receivables
from the Seller; (x) payments and proceeds with respect to the Receivables held
by the Servicer; (xi) all property (including the right to receive Liquidation
Proceeds) securing a Receivable (other than a Receivable repurchased by the
Servicer or purchased by the Seller); (xii) 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 (xiii) 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
<PAGE>
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.
"UCC" shall mean the Uniform Commercial Code as in effect in
any relevant jurisdiction.
"Underwriters" shall mean the underwriters named in Schedule I
to the Underwriting Agreement.
"Underwriting Agreement" shall mean the Underwriting
Agreement, dated June 13, 2000 between the Seller and the Representatives of the
several Underwriters.
"Underwritten Notes" or "Underwritten Securities" shall mean
the Notes (excluding the Direct Purchase Notes).
"Void Transfer" shall have the meaning specified in Section
3.3 of the Trust Agreement.
"Yield Supplement Overcollateralization Amount" shall mean,
with respect to any Distribution Date, the amount specified on the Yield
Supplement Overcollateralization Schedule with respect to such Distribution
Date.
"Yield Supplement Overcollateralization Schedule" shall mean
the following schedule:
<TABLE>
<S> <C> <C>
Closing Date: $ 169,698,313.04
July 2000 $ 162,738,861.58
August 2000 $ 155,912,915.19
September 2000: $ 149,222,377.23
October 2000: $ 142,669,080.01
November 2000: $ 136,254,858.50
December 2000: $ 129,981,622.34
January 2001: $ 123,851,231.94
February 2001: $ 117,865,528.04
March 2001: $ 112,026,256.19
April 2001: $ 106,335,224.00
May 2001: $ 100,794,313.24
June 2001: $ 95,405,453.29
July 2001: $ 90,170,531.38
August 2001: $ 85,091,454.79
September 2001: $ 80,168,546.08
October 2001: $ 75,401,641.42
November 2001: $ 70,790,566.74
December 2001: $ 66,335,652.24
January 2002: $ 62,037,331.99
February 2002: $ 57,895,554.21
March 2002: $ 53,910,256.57
April 2002: $ 50,081,661.42
May 2002: $ 46,409,949.25
June 2002: $ 42,895,431.49
July 2002: $ 39,538,403.35
August 2002: $ 36,339,239.59
September 2002: $ 33,297,646.70
October 2002: $ 30,413,026.41
November 2002: $ 27,684,867.07
December 2002: $ 25,112,493.90
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
January 2003: $ 22,694,152.53
February 2003: $ 20,426,378.91
March 2003: $ 18,305,220.21
April 2003: $ 16,325,712.60
May 2003: $ 14,482,188.52
June 2003: $ 12,773,590.55
July 2003: $ 11,198,552.58
August 2003: $ 9,755,709.97
September 2003: $ 8,440,155.27
October 2003: $ 7,245,704.23
November 2003: $ 6,164,876.58
December 2003: $ 5,190,421.17
January 2004: $ 4,316,969.68
February 2004: $ 3,540,254.32
March 2004: $ 2,856,308.91
April 2004: $ 2,260,864.80
May 2004: $ 1,747,859.07
June 2004: $ 1,314,271.44
July 2004: $ 956,369.04
August 2004: $ 670,148.71
September 2004: $ 448,411.96
October 2004: $ 282,864.94
November 2004: $ 164,495.77
December 2004: $ 84,007.94
January 2005: $ 34,664.07
February 2005 $ 9,087.91
March 2005 $ 69.10
April 2005 $ 0.00
May 2005 $ 0.00
</TABLE>
