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EXHIBIT 1.1
FORD CREDIT AUTO OWNER TRUST 2000-F
CLASS A-1 FLOATING RATE ASSET BACKED NOTES
CLASS A-2 6.56% ASSET BACKED NOTES
CLASS A-3 6.58% ASSET BACKED NOTES
CLASS A-4 FLOATING RATE ASSET BACKED NOTES
CLASS A-5 FLOATING RATE ASSET BACKED NOTES
CLASS B 7.00% ASSET BACKED NOTES
FORD CREDIT AUTO RECEIVABLES TWO L.P.
(SELLER)
October 18, 2000
UNDERWRITING AGREEMENT
Deutsche Bank Securities Inc.
On behalf of itself and
as representative (the "Representative")
of the several Underwriters
31 West 52nd Street
17th Floor
New York, New York 10019
Ladies and Gentlemen:
1. Introductory. Ford Credit Auto Receivables Two L.P., a
Delaware limited partnership (the "Seller"), proposes to sell to the
Underwriters named herein:
(a) $906,000,000 principal amount of Class A-1 Floating
Rate Asset Backed Notes (the "Class A-1 Notes");
(b) $701,000,000 principal amount of Class A-2 6.56% Asset
Backed Notes (the "Class A-2 Notes");
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(c) $520,000,000 principal amount of Class A-3 6.58% Asset
Backed Notes (the "Class A-3 Notes" and, together with the Class A-2 Notes, the
"Fixed Rate Class A Notes");
(d) $343,000,000 principal amount of Class A-4 Floating
Rate Asset Backed Notes (the "Class A-4 Notes");
(e) $159,722,000 principal amount of Class A-5 Floating
Rate Asset Backed Notes (the "Class A-5 Notes" and, together with the Class A-1
Notes and the Class A-4 Notes, the "Floating Rate Class A Notes" and, together
with the Fixed Rate Notes, the "Class A Notes"); and
(f) $97,397,000 principal amount of Class B 7.00% Backed
Notes (the "Class B Notes" and, together with the Class A Notes, the "Publicly
Offered Notes")
in each case issued by Ford Credit Auto Owner Trust 2000-F (the "Trust").
Simultaneously with the issuance and sale of the Publicly Offered Notes as
contemplated herein, the Trust will issue $55,656,000 principal balance of Class
C 7.24% Asset Backed Certificates (the "Class C Certificates") and $55,656,000
principal balance of Class D 9.00% Asset Backed Certificates (the "Class D
Certificates" and, together with the Class C Certificates, the "Certificates").
The Trust may also issue floating rate asset backed Variable Pay Term Notes (the
"VPTNs" and, together with the Publicly Offered Notes, the "Notes") from time to
time on or after Targeted Scheduled Distribution Dates for the Class A Notes and
use the proceeds to pay principal on the related Subclass of Class A Notes.
The Notes will be secured by the Receivables (as hereinafter
defined) and certain other property of the Trust. The Notes will be issued
pursuant to the Indenture to be dated as of October 1, 2000 (the "Indenture") by
and between the Trust and The Chase Manhattan Bank (the "Indenture Trustee").
Payments in respect of the Class B Notes, to the extent specified in the
Indenture and the Sale and Servicing Agreement (as hereinafter defined), are
subordinated to the rights of the holders of the Class A Notes and the VPTNs.
Each Certificate will represent a beneficial interest in the
Trust, the assets of which will include the Receivables and certain other
property. The Certificates will be issued pursuant to the Amended and Restated
Trust Agreement (the "Trust Agreement") to be dated as of October 1, 2000 among
the Seller, as
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depositor, The Bank of New York (Delaware) (the "Delaware Trustee") and The Bank
of New York (the "Owner Trustee"). Payments in respect of the Certificates, to
the extent specified in the Indenture, the Sale and Servicing Agreement and the
Trust Agreement, are subordinated to the rights of the holders of the Notes.
The property of the Trust will include, among other things, pools
of motor vehicle retail installment sale contracts for new and used automobiles
and light trucks, to be sold by Ford Credit to the Seller pursuant to the
Purchase Agreement (the "Purchase Agreement") dated as of October 1, 2000 on the
Closing Date (such receivables, the "Initial Receivables") and on each Monthly
Distribution Date during the Revolving Period (such receivables, the "Additional
Receivables" and, together with the Initial Receivables, the "Receivables") and
certain monies due or in some cases received thereunder on or after October 1,
2000. The Receivables will be sold to the Trust by the Seller and will be
serviced for the Trust by Ford Motor Credit Company, a Delaware corporation (the
"Servicer" or "Ford Credit"), pursuant to the Sale and Servicing Agreement (the
"Sale and Servicing Agreement") to be dated as of October 1, 2000 by and among
the Seller, the Servicer and the Trust. In addition, the Trust will enter into
separate interest rate swap agreements simultaneously with the issuance of the
Publicly Offered Notes, the Certificates and the Initial VPTN (each, an
"Interest Rate Swap Agreement" and collectively the "Interest Rate Swap
Agreements") which will have respective notional amounts as follows:
(a) initially equal to zero, and which notional amount will
increase by the principal balance of any VPTNs issued and decrease by the amount
of principal payments on the VPTNs (such interest rate swap, the "Variable Pay
Term Notes Interest Rate Swap");
(b) initially equal to the aggregate principal amount of
the Class A-1 Notes, and which notional amount will decrease by the amount of
principal payments on the Class A-1 Notes (such interest rate swap, the "Class
A-1 Notes Interest Rate Swap");
(c) initially equal to the aggregate principal amount of
the Class A-4 Notes, and which notional amount will decrease by the amount of
principal payments on the Class A-4 Notes (such interest rate swap, the "Class
A-4 Notes Interest Rate Swap"); and
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(d) initially equal to the aggregate principal amount of
the Class A-5 Notes, and which notional amount will decrease by the amount of
principal payments on the Class A-5 Notes (such interest rate swap, the "Class
A-5 Notes Interest Rate Swap" and, together with the Class A-1 Notes Interest
Rate Swap and the Class A-5 Notes Interest Rate Swap, the "Class A Note Interest
Rate Swaps").
Capitalized terms used herein and not otherwise defined shall have
the meanings given them in Appendix A to the Sale and Servicing Agreement.
2. Representations and Warranties of the Seller. The Seller
represents and warrants to and agrees with the several underwriters named in
Schedule I hereto (the "Underwriters") that:
(a) A registration statement on Form S-1 (No. 333-39544),
including a form of prospectus and such amendments thereto as may have been made
to the date hereof, relating to the Publicly Offered Notes has been filed with
the Securities and Exchange Commission (the "Commission") in the form heretofore
delivered to the Representative, and is proposed to be amended prior to the
Effective Time (as defined below). Such registration statement, as so amended at
the Effective Time, including all exhibits thereto (but excluding Form T-1) is
hereinafter referred to as the "Registration Statement," and the prospectus, as
first filed, or mailed or electronically sent for filing, with the Commission
pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act of 1933, as
amended (the "Act"), or if no such filing is required, as included in the
Registration Statement at the Effective Time, is hereinafter referred to as the
"Prospectus." For purposes of this Underwriting Agreement, "Effective Time"
means the date and time as of which the Registration Statement, is declared
effective by the Commission, and "Effective Date" means the date of the
Effective Time.
(b) On the Effective Date, the Registration Statement will
conform in all material respects to the requirements of the Act, the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), where applicable, and the
rules and regulations of the Commission under the Act or the Exchange Act, as
applicable, and will not, as of the Effective Date, contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any statement
or omission made in reliance upon and in conformity with information furnished
in writing to the Seller
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by the Underwriters through the Representative expressly for use in the
Registration Statement; and when the Indenture is executed by the parties
thereto, the Indenture will conform in all material respects with the Trust
Indenture Act and at all times thereafter the Indenture will be duly qualified
under the Trust Indenture Act.
(c) At the Effective Time, the Registration Statement and
the Prospectus will conform, in all material respects to the requirements of the
Act and the rules and regulations of the Commission thereunder (the "Rules and
Regulations"), and, except as aforesaid, neither of such documents includes, or
will include, any untrue statement of a material fact or omits, or will omit, to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading.
(d) Any VPTNs will be issued directly by the Trust to the
purchaser thereof in a transaction exempt from the registration requirements of
the Act under Section 4(2) of the Act, and registration of the VPTNs under the
Act is not required in connection with the offer, issuance, sale or delivery of
the VPTNs in the manner contemplated by the Indenture.
(e) The Seller has been duly formed and is validly existing
as a limited partnership 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, other
than where the failure to be so qualified or in good standing would not have a
material adverse effect on the transactions contemplated herein or in the Basic
Documents.
(f) The consummation by the Seller of the transactions
contemplated by this Underwriting Agreement and the Basic Documents and the
fulfillment of the terms hereof and thereof will not conflict with or result in
a breach of any of the terms or provisions of, or constitute a default under, or
result in the creation of any lien, charge, or encumbrance 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.
(g) This Underwriting Agreement has been duly authorized,
executed and delivered by the Seller; on the Closing Date (as hereafter
defined), the Publicly Offered Notes will have been duly executed,
authenticated,
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issued and delivered and will constitute valid and binding obligations of the
Trust entitled to the benefits provided by the Indenture; on the Closing Date,
the Certificates will have been duly executed, authenticated, issued and
delivered and entitled to the benefits provided by the Trust Agreement; on the
Closing Date, the Basic Documents to which the Seller is a party will have been
duly authorized, executed and delivered by and will constitute valid and binding
obligations of the Seller enforceable in accordance with their terms except as
the same may be limited by bankruptcy, insolvency, reorganization or other
similar laws relating to or affecting the enforcement of creditors' rights
generally and by general equitable principles, regardless of whether such
enforceability is considered in a proceeding in equity or at law; and the Basic
Documents will conform to the description thereof in the Prospectus in all
material respects.
(h) The computer tape with respect to the Initial
Receivables and the computer tape with respect to each pool of Additional
Receivables (each, a "Computer Tape") to be delivered by Ford Credit as seller
under the Purchase Agreement to each of the Owner Trustee, the Indenture Trustee
and the Representative, will be complete and accurate in all material respects
as of the date thereof.
3. Purchase, Sale, and Delivery of the Publicly Offered Notes.
On the basis of the representations, warranties, and agreements herein
contained, but subject to the terms and conditions herein set forth, the Seller
agrees to sell to the Underwriters, and the Underwriters agree, severally and
not jointly, to purchase from the Seller, the aggregate principal amounts 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 set forth opposite the names of the
Underwriters in Schedule I hereto. The Publicly Offered Notes are to be
purchased at the following purchase prices:
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Purchase Price (as
a % of the aggregate
principal amount)
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Class A-1 Notes 99.790000%
Class A-2 Notes 99.768817%
Class A-3 Notes 99.742135%
Class A-4 Notes 99.750000%
Class A-5 Notes 99.750000%
Class B Notes 99.631967%
Against payment of the purchase price in immediately available
funds drawn to the order of the Seller, the Seller will deliver the Publicly
Offered Notes to the Representative, for the account of the Underwriters at the
office of Skadden, Arps, Slate, Meagher & Flom LLP on October 26, 2000, at 9:00
a.m., New York time, or at such other time not later than seven full business
days thereafter as the Representative and the Seller determine, such time being
herein referred to as the "Closing Date." Each of the Publicly Offered Notes
will be initially represented by one or more notes registered in the name of
Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests
of beneficial owners of the Publicly Offered Notes will be represented by book
entries on the records of DTC and participating members thereof.
4. Offering by Underwriters. It is understood that the
Underwriters propose to offer the Publicly Offered Notes for sale to the public
(which may include selected dealers), as set forth in the Prospectus.
5. Covenants of the Seller. The Seller covenants and agrees with
the Underwriters:
(a) If required, to file the Prospectus with the Commission
pursuant to and in accordance with Rule 424(b) not later than the time specified
therein. The Seller will advise the Underwriters promptly of any such filing
pursuant to Rule 424(b).
(b) To make no amendment or any supplement to the
Registration Statement or the Prospectus as amended or supplemented prior to the
Closing Date, without furnishing the Representative with a copy of the proposed
form thereof and providing the Representative with a reasonable opportunity to
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review the same; and during such same period to advise the Representative,
promptly after it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any supplement to
the Prospectus as amended or supplemented or any amended Prospectus has been
filed or mailed for filing, of the issuance of any stop order by the Commission,
of the suspension of the qualification of any of the Publicly Offered Notes for
offering or sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or the Prospectus as
amended or supplemented or for additional information; and, in the event of the
issuance of any such stop order or of any order preventing or suspending the use
of any prospectus relating to the Publicly Offered Notes or suspending any such
qualification, to use promptly its best efforts to obtain its withdrawal.
(c) Promptly from time to time to take such action as the
Representative may reasonably request in order to qualify the Publicly Offered
Notes for offering and sale under the securities laws of such states as the
Representative may request and to continue such qualifications in effect so long
as necessary under such laws for the distribution of such Publicly Offered
Notes, provided that in connection therewith the Seller shall not be required to
qualify as a foreign limited partnership to do business, or to file a general
consent to service of process in any jurisdiction, and provided further that the
expense of maintaining any such qualification more than one year from the
Closing Date with respect to such Publicly Offered Notes shall be at the
Representative's expense.
(d) To furnish the Underwriters with copies of the
Registration Statement (including exhibits) and copies of the Prospectus as
amended or supplemented in such quantities as the Representative may from time
to time reasonably request; and if, before a period of six months shall have
elapsed after the Closing Date and the delivery of a prospectus or offering
document shall be at the time required by law in connection with sales of any
such Publicly Offered Notes, either (i) any event shall have occurred as a
result of which the Prospectus would include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or (ii) for any other reason it shall be necessary during
such same period to amend or supplement the Prospectus as amended or
supplemented, to notify the Representative and to prepare and furnish to the
Representative as the Representative may from time to time reasonably request an
amendment or a supplement to the Prospectus which will correct such statement
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or omission or effect such compliance; and in case any Underwriter is required
by law to deliver a prospectus or other offering document in connection with
sales of any of such Publicly Offered Notes at any time six months or more after
the Closing Date, upon the Representative's request, but at the expense of such
Underwriter, to prepare and deliver to such Underwriter as many copies as the
Representative may request of an amended or supplemented prospectus or offering
document complying with the Act.
(e) To make generally available to Noteholders of Publicly
Offered Notes as soon as practicable, but in any event no later than eighteen
months after the Closing Date, an earnings statement of the Seller complying
with Rule 158 under the Act and covering a period of at least twelve consecutive
months beginning after the Closing Date.
(f) To furnish to the Representative copies of the
Registration Statement (one of which will be signed and will include all
exhibits), each related preliminary prospectus, the Prospectus and all
amendments and supplements to such documents, in each case as soon as available
and in such quantities as the Representative reasonably requests.
(g) So long as any of the Publicly Offered Notes are
outstanding, to furnish the Representative copies of all reports or other
communications (financial or other) furnished to Noteholders of the Publicly
Offered Notes, and to deliver to the Representative during such same period, (i)
as soon as they are available, copies of any reports and financial statements
furnished to or filed with the Commission; (ii) copies of each amendment to any
of the Basic Documents; (iii) on each Determination Date or as soon thereafter
as practicable, notice by facsimile of the Pool Factor as of the related Record
Date; and (iv) such additional information concerning the business and financial
condition of the Seller or the Trust as the Representative may from time to time
reasonably request.
(h) To pay or cause to be paid the following costs and
expenses incident to the performance of its obligations hereunder: (i) the
Commission's filing fees with respect to the Publicly Offered Notes; (ii) all
fees of any rating agencies rating the Notes or Certificates; (iii) all fees and
expenses of the Indenture Trustee, the Delaware Trustee and the Owner Trustee;
(iv) all reasonable fees and expenses of Kelley Drye & Warren LLP, counsel to
the Indenture Trustee; (v) all reasonable fees and expenses of Emmet, Marvin &
Martin, LLP, counsel to the Owner Trustee; (vi) all reasonable fees and expenses
of Richards, Layton &
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Finger, special Delaware counsel to the Delaware Trustee; (vii) all fees and
expenses of PricewaterhouseCoopers LLP relating to the letter referred to in
Section 6(a) hereof; (viii) all fees and expenses of accountants incurred in
connection with the delivery of any accountant's or auditor's reports required
pursuant to the Indenture or the Sale and Servicing Agreement; (ix) the cost of
printing any term sheets, computational materials, preliminary and final
prospectuses provided to investors (including any amendments and supplements
thereto required within six months from the Closing Date pursuant to Section
5(d) hereof) relating to the Publicly Offered Notes and the Registration
Statement; (x) all reasonable fees and expenses associated with the issuance and
sale of the VPTNs; and (xi) any other fees and expenses incurred in connection
with the performance of its obligations hereunder.
The Underwriters shall pay the following costs and expenses
incident to the performance of their obligations hereunder: (i) all Blue Sky
fees and expenses as well as reasonable fees and expenses of counsel in
connection with state securities law qualifications and any legal investment
surveys; and (ii) the reasonable fees and expenses of Skadden, Arps, Slate,
Meagher & Flom LLP, counsel to the Underwriters (other than as set forth in
subsection (h)(x) above). Except as provided in this subsection (h) and Section
10 hereof, the Underwriters will pay all their own costs and expenses,
including, without limitation, the cost of printing any agreement among
underwriters, the fees and expenses of Skadden, Arps, Slate, Meagher & Flom LLP,
counsel to the Underwriters, transfer taxes on resale of the Publicly Offered
Notes by the Underwriters, and any advertising expenses connected with any
offers that the Underwriters may make.
(i) For a period from the date of this Underwriting
Agreement until the retirement of the Publicly Offered Notes, or until such time
as the Underwriters shall cease to maintain a secondary market in the Publicly
Offered Notes, whichever occurs first, to deliver to the Representative (i)
copies of each certificate, the annual statements of compliance and the annual
independent certified public accountants' servicing reports furnished to the
Owner Trustee and the Indenture Trustee pursuant to Article III of the Sale and
Servicing Agreement, by first-class mail as soon as practicable after such
statements and reports are furnished to the Owner Trustee and the Indenture
Trustee, (ii) copies of each certificate and the annual statements of compliance
delivered to the Indenture Trustee pursuant to Article III of the Indenture, by
first-class mail as soon as practicable after such statements and reports are
furnished to the Indenture Trustee, (iii) copies of each amendment to any Basic
Document and (iv) on or about each Monthly Distribution Date, a copy of the
statement furnished by the Indenture Trustee to the Noteholders
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and by the Owner Trustee to the Certificateholders pursuant to Section 4.9 of
the Sale and Servicing Agreement, by express mail or telecopy.
(j) The Seller shall cause Ford Credit's computer records
relating to the Receivables to be marked (i) on or before the Closing Date, to
show the Trust's absolute ownership of the Initial Receivables, and (ii) on each
Monthly Distribution Date during the Revolving Period, to show the Trust's
absolute ownership of the Additional Receivables transferred on such date, and
from and after the Closing Date neither the Seller nor the Servicer shall take
any action inconsistent with the Trust's ownership of such Initial Receivables
and Additional Receivables, other than as permitted by the Basic Documents.
(k) To the extent, if any, that the ratings provided with
respect to the Publicly Offered Notes by the rating agency or agencies that
initially rate the Publicly Offered Notes are conditional upon the furnishing of
documents or the taking of any other actions by the Seller, the Seller shall
furnish such documents and take any such other actions.
6. Conditions of the Obligations of the Underwriters. The
obligations of the Underwriters to purchase and pay for the Publicly Offered
Notes will be subject to the accuracy of the representations and warranties on
the part of the Seller herein, to the accuracy of the statements of officers of
Ford Credit Auto Receivables Two, Inc. (the "General Partner") on behalf of the
Seller, Ford Credit and the General Partner made pursuant to the provisions
hereof, to the performance by the Seller of its obligations hereunder and to the
following additional conditions precedent:
(a) On or prior to the Closing Date, PricewaterhouseCoopers
LLP shall have furnished to the Representative a letter dated as of the Closing
Date substantially in the form and substance of the draft to which the
Representative previously agreed.
(b) On the Closing Date, the Registration Statement shall
be effective and no stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge of
the Seller, shall be contemplated by the Commission.
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(c) The Representative shall have received as of
the Closing Date an officer's certificate signed by the Chairman of the
Board, the President, the Executive Vice President - Finance or the
Treasurer of the General Partner on behalf of the Seller representing
and warranting that, as of the Closing Date, except to the extent that
they relate expressly to another date in which case they will be true
and correct as of such date on the Closing Date, the representations
and warranties of the Seller in this Underwriting Agreement will be
true and correct in all material respects, that the Seller has complied
with all agreements and satisfied all conditions on its part to be
performed or satisfied hereunder at or prior to the Closing Date in all
material respects, that no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that
purpose have been instituted or are contemplated by the Commission and
that neither the Registration Statement nor the Prospectus, as amended
or supplemented, contains any untrue statement of a material fact or
omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that no such certificate shall apply to any statements or
omissions made in reliance upon and in conformity with (i) information
furnished by an Underwriter through the Representative expressly for
use therein or (ii) the Derived Information.
(d) Since the respective dates as of which
information is given in the Prospectus as amended or supplemented,
there shall not have occurred any material adverse change, or any
development involving a prospective material adverse change, in or
affecting particularly the business or assets of the Seller, or any
material adverse change in the financial position or results or
operations of the Seller, otherwise than as set forth or contemplated
in the Prospectus, which in any such case makes it impracticable or
inadvisable in the Representative's reasonable judgment to proceed with
the public offering or the delivery of the Publicly Offered Notes on
the terms and in the manner contemplated in the Prospectus as amended
or supplemented.
(e) Since the respective dates as of which
information is provided in the Prospectus as amended or supplemented,
there shall not have occurred any material adverse change, or any
development involving a prospective material adverse change, in or
affecting particularly the business or assets of Ford Credit and its
subsidiaries considered as a whole, or any material adverse change in
the financial position or results of operations of Ford Credit and its
subsidiaries considered as a whole, otherwise than as set forth or
contemplated in the Prospectus as amended or supplemented, which makes
it impracticable or inadvisable in the
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Representative's reasonable judgment to proceed with the public
offering or the delivery of the Publicly Offered Notes on the terms and
in the manner contemplated in the Prospectus as amended or
supplemented.
(f) Subsequent to the execution and delivery of
this Underwriting Agreement, the United States shall not have become
engaged in hostilities which have resulted in the declaration of a
national emergency or a declaration of war, which makes it
impracticable or inadvisable in the Representative's reasonable
judgment to proceed with the public offering or the delivery of the
Publicly Offered Notes on the terms and in the manner contemplated in
the Prospectus as amended or supplemented.
(g) Hurley D. Smith, Esq., Secretary and Corporate
Counsel of Ford Credit, or other counsel satisfactory to the
Representative in its reasonable judgment, shall have furnished to the
Representative, his written opinion, dated as of the Closing Date, in
form satisfactory to the Representative in its reasonable judgment, to
the effect that:
(i) The Seller has been duly organized and
is validly existing as a limited partnership 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) This Underwriting Agreement has been
duly authorized, executed and delivered by the Seller.
(iii) The Purchase Agreement, the Trust
Agreement and the Sale and Servicing Agreement have been duly
authorized, executed and delivered by, and each constitutes a
valid and binding obligation of, the Seller.
(iv) The consummation of the transactions
contemplated by this Underwriting Agreement and the Basic
Documents, and the fulfillment of the terms hereof and thereof,
will not conflict with or result in a material breach of any of
the terms or provisions of, or constitute a default under, or
result in the creation or imposition of any material lien,
charge or encumbrance upon any of
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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 known to such counsel under which the Seller 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 Seller.
(v) The Notes have been duly authorized;
when executed by the Owner Trustee and authenticated by the
Indenture Trustee in accordance with the Indenture and
delivered and paid for by the purchasers thereof, the Notes
will constitute valid and binding obligations of the Trust
enforceable in accordance with their terms.
(vi) The Certificates have been duly
authorized; when executed by the Owner Trustee and
authenticated by the Owner Trustee or its authenticating agent
in accordance with the Trust Agreement and delivered and paid
for by the purchasers thereof, the Certificates will be duly
issued and entitled to the benefits of the Trust Agreement.
(vii) The Registration Statement has become
effective under the Act and, to the best knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for
that purpose has been instituted or threatened by the
Commission; the Registration Statement and the Prospectus as
amended or supplemented and any further amendments and
supplements thereto made by the Seller prior to the Closing
Date (other than the financial statements and other accounting
information contained in the Registration Statement or the
Prospectus as amended or supplemented or any further amendments
or supplements thereto, or omitted therefrom, as to which such
counsel need express no opinion) comply as to form in all
material respects with the requirements of the Act and the
rules and regulations thereunder and the Trust Indenture Act.
(viii) Such counsel believes that neither
the Registration Statement (other than the financial statements
and other accounting information contained therein or omitted
therefrom, as to
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which such counsel need express no opinion) nor any amendment
thereto, at the time the same became effective, contained any
untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to
make the statements therein not misleading.
(ix) Such counsel believes that at the
Closing Date the Prospectus as amended or supplemented (other
than the financial statements and the other accounting
information contained therein or omitted therefrom, as to which
such counsel need express no opinion) does not contain any
untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(x) Such counsel does not know of any
contract or other document of a character required to be filed
as an exhibit to the Registration Statement or required to be
incorporated by reference into the Prospectus as amended or
supplemented or required to be described in the Registration
Statement or the Prospectus as amended or supplemented which is
not filed or incorporated by reference or described as
required.
(xi) Such counsel does not know of any
legal or governmental proceedings pending to which the Seller
is a party or of which any property of the Seller is the
subject, and no such proceedings are known by such counsel to
be threatened or contemplated by governmental authorities or
threatened by others, other than as set forth or contemplated
in the Prospectus as amended or supplemented and other than
such proceedings which, in his opinion, 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 will not materially and adversely
affect the performance by the Seller of its obligations under,
or the validity and enforceability of, this Underwriting
Agreement, the Basic Documents, the Notes or the Certificates.
(xii) The Notes, the Basic Documents and
this Underwriting Agreement each conform in all material
respects with
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<PAGE> 16
the descriptions thereof contained in the Registration
Statement and the Prospectus.
(xiii) The Seller is not required to be
registered under the Investment Company Act of 1940, as
amended.
(xiv) No consent, approval, authorization
or order of any court or governmental agency or body is
required for the consummation of the transactions contemplated
herein or in the Basic Documents, except such as may be
required under the Act, the Trust Indenture Act and other
federal and state securities laws; filings with respect to the
transfer of the Initial Receivables and any Additional
Receivables to the Seller pursuant to the Purchase Agreement
and to the Trust pursuant to the Sale and Servicing Agreement
and the grant of a security interest in the Receivables to the
Indenture Trustee pursuant to the Indenture; and such other
approvals as have been obtained.
Such opinion may be made subject to the qualifications
that the enforceability of the terms of the Indenture, the Purchase
Agreement, the Trust Agreement, the Sale and Servicing Agreement and
the Notes may be limited by bankruptcy, insolvency, reorganizations or
other similar laws relating to or affecting the enforcement of
creditors' rights generally and by general equitable principles,
regardless of whether such enforceability is considered in a proceeding
in equity or at law.
(h) Hurley D. Smith, Esq., Secretary and Corporate
Counsel of Ford Credit, or other counsel satisfactory to the
Representative in its reasonable judgment, shall have furnished to the
Representative his written opinion, dated as of the Closing Date, in
form satisfactory to the Representative in its reasonable judgment, to
the effect that:
(i) Ford Credit 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, with only such
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<PAGE> 17
exceptions as are not material to the business of Ford Credit
and its subsidiaries considered as a whole.
(ii) The indemnification agreement relating
to the Publicly Offered Notes (the "Indemnification Agreement")
dated October , 2000 between Ford Credit and the Underwriters,
has been duly authorized, executed and delivered by Ford
Credit.
(iii) The Limited Partnership Agreement,
the Purchase Agreement, the Sale and Servicing Agreement and
the Administration Agreement have been duly authorized,
executed and delivered by, and each constitutes a valid and
binding obligation of, Ford Credit. The Indenture, the Sale and
Servicing Agreement, the Administration Agreement, the Interest
Rate Swap Agreements and the Control Agreement have been duly
authorized, executed and delivered by the Trust and each
constitutes a valid and binding obligation of the Trust.
(iv) The consummation of the transactions
contemplated by this Underwriting Agreement, the
Indemnification Agreement and the Basic Documents, and the
fulfillment of the terms hereof and thereof, 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
Ford Credit 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 Ford Credit and its
subsidiaries considered as a whole) upon any of the property or
assets of Ford Credit pursuant to the terms of, any indenture,
mortgage, deed of trust, loan agreement, guarantee, lease
financing agreement or similar agreement or instrument known to
such counsel under which Ford Credit 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 Ford
Credit.
(v) Such counsel does not know of any legal
or governmental proceedings pending to which Ford Credit is a
party or of which any property of Ford Credit is the subject,
and no such proceedings are known by such counsel to be
threatened or contemplated by governmental authorities or
threatened by others, other than as set forth or contemplated
in the Prospectus as amended or supplemented and other than
such proceedings which, in his
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<PAGE> 18
opinion, will not have a material adverse effect upon the
general affairs, financial position, net worth or results of
operations (on an annual basis) of Ford Credit and its
subsidiaries considered as a whole and will not materially and
adversely affect the performance by Ford Credit of its
obligations under, or the validity and enforceability of, the
Basic Documents or the Indemnification Agreement.
(vi) Ford Credit has full power and
authority to sell and assign the property to be sold and
assigned to the Seller pursuant to the Purchase Agreement and
has duly authorized such sale and assignment to the Seller by
all necessary corporate action.
(vii) The Seller has full power and
authority to sell and assign the property to be sold and
assigned to the Trust pursuant to the Sale and Servicing
Agreement and has duly authorized such sale and assignment to
the Trust by all necessary limited partnership action.
(viii) The Trust has full power and
authority to grant a security interest in the property to be
pledged to the Indenture Trustee pursuant to the Indenture and
has duly authorized such grant by all necessary trustee action.
(ix) The statements in the Prospectus under
the caption "Certain Legal Aspects of the Receivables," to the
extent they constitute matters of law or legal conclusions, are
correct in all material respects.
(x) Immediately prior to the sale of the
Initial Receivables to the Seller, Ford Credit owned the
Initial Receivables free and clear of any lien, security
interest or charge; immediately prior to the assignment of the
Initial Receivables to the Trust, the Seller owned the
Receivables free and clear of any lien, security interest or
charge; and immediately prior to the grant of a security
interest in the Initial Receivables to the Indenture Trustee,
the Trust owned the Initial Receivables free and clear of any
lien, security interest or charge. With respect to each Initial
Receivable constituting part of the Trust, such Initial
Receivable is secured by a
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<PAGE> 19
validly perfected first priority security interest in the
vehicle financed thereby in favor of Ford Credit as a secured
party or Ford Credit has instituted appropriate procedures that
if followed (and such counsel has no reason to believe that
they will not be so followed) will result in the perfection of
a first priority security interest in the vehicle financed
thereby in favor of Ford Credit as a secured party. Each
Initial Receivable has been duly and validly assigned to the
Seller by Ford Credit and to the Trust by the Seller, and a
security interest in each Initial Receivable has been duly and
validly granted to the Indenture Trustee by the Trust.
(xi) All filings necessary under applicable
law to perfect the sale of the Initial Receivables by Ford
Credit to the Seller pursuant to the Purchase Agreement, the
sale of the Initial Receivables by the Seller to the Trust
pursuant to the Sale and Servicing Agreement and the grant of a
security interest in the Initial Receivables to the Indenture
Trustee pursuant to the Indenture have been made and, provided
that neither Ford Credit nor the Seller relocates its principal
place of business in a state other than Michigan, no other
filings (other than the filing of continuation statements) need
be made to maintain the perfection of the sale of the Initial
Receivables either to the Seller pursuant to the Purchase
Agreement or to the Trust pursuant to the Sale and Servicing
Agreement and of the grant of a security interest in the
Initial Receivables to the Indenture Trustee pursuant to the
Indenture.
(xii) The Trust Agreement is not required
to be qualified under the Trust Indenture Act, the Indenture
has been duly qualified under the Trust Indenture Act, and
neither the Trust nor Ford Credit is required to be registered
under the Investment Company Act of 1940, as amended.
(xiii) No consent, approval, authorization
or order of any court or governmental agency or body is
required for the consummation of the transactions contemplated
herein or in the Basic Documents or the Indemnification
Agreement, except such as may be required under the Act, the
Trust Indenture Act and other federal and state securities
laws; filings with respect to the transfer of the Initial
Receivables and any Additional Receivables to the Seller
pursuant to
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<PAGE> 20
the Purchase Agreement and to the Trust pursuant to the Sale
and Servicing Agreement and the grant of a security interest in
such Receivables to the Indenture Trustee pursuant to the
Indenture; and such other approvals as have been obtained.
(xiv) Such counsel does not know of any
legal or governmental proceedings pending to which either Ford
Credit or the Seller is a party or of which any property of
either Ford Credit or the Seller is the subject, and no such
proceedings are known by such counsel to be threatened or
contemplated by governmental authorities or threatened by
others (1) seeking to prevent the issuance of the Notes or the
Certificates or the consummation of any of the transactions
contemplated by this Underwriting Agreement, the
Indemnification Agreement or the Basic Documents, or (2)
seeking adversely to affect the federal income tax attributes
of the Publicly Offered Notes as described in the Prospectus
under the heading "Federal Income Tax Matters."
(xv) Neither the issuance or sale of the
Notes, nor the issuance of the Certificates, nor the execution
and delivery of the Notes, the Certificates, this Underwriting
Agreement, the Indemnification Agreement or the Basic
Documents, nor the consummation of any of the other
transactions contemplated herein or in the Indemnification
Agreement or the Basic Documents by Ford Credit or the Seller,
as the case may be, will contravene the terms of any material
provision of any statute, order, or regulation applicable to
Ford Credit or the Seller, as the case may be, the failure with
which to comply could have a material adverse effect on Ford
Credit and its subsidiaries considered as a whole or the
Seller, as the case may be.
(i) Hurley D. Smith, Esq., Secretary and Corporate
Counsel of Ford Credit, or other counsel satisfactory to the
Representative in its reasonable judgment, shall have furnished to the
Representative his written opinion, dated as of the Closing Date, in
form satisfactory to the Representative in its reasonable judgment, to
the effect that:
(i) The General Partner 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
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<PAGE> 21
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) The Limited Partnership Agreement has
been duly authorized, executed and delivered by, and
constitutes a valid and binding obligation of, the General
Partner.
(iii) The Limited Partnership Agreement
authorizes the General Partner to execute and deliver on behalf
of the Seller this Underwriting Agreement, the Purchase
Agreement, the Trust Agreement and the Sale and Servicing
Agreement.
(iv) The execution and delivery on behalf
of the Seller of this Underwriting Agreement, the Purchase
Agreement, the Trust Agreement and the Sale and Servicing
Agreement and the performance by the General Partner of its
obligations under this Underwriting Agreement, the Purchase
Agreement, the Trust Agreement and the Sale and Servicing
Agreement have been duly authorized by all necessary corporate
action of the General Partner and each has been duly executed
and delivered by the General Partner.
(v) The consummation of the transactions
contemplated by this Underwriting Agreement and the Basic
Documents, and the fulfillment of the terms hereof and thereof,
will not conflict with or result in a material breach of any of
the terms or provisions of, or constitute a default under, or
result in the creation or imposition of any material lien,
charge or encumbrance upon any of the property or assets of the
General Partner pursuant to the terms of, any indenture,
mortgage, deed of trust, loan agreement, guarantee, lease
financing agreement or similar agreement or instrument known to
such counsel under which the General Partner 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 General Partner.
(vi) Such counsel does not know of any
legal or governmental proceedings pending to which the General
Partner is a
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<PAGE> 22
party or of which any property of the General Partner is the
subject, and no such proceedings are known by such counsel to
be threatened or contemplated by governmental authorities or
threatened by others, other than as set forth or contemplated
in the Prospectus as amended or supplemented and other than
such proceedings which, in his opinion, 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 General Partner and will not materially and
adversely affect the performance by the General Partner of its
obligations under, or the validity and enforceability of, this
Underwriting Agreement, the Basic Documents, the Notes or the
Certificates.
(vii) The General Partner is not required
to be registered under the Investment Company Act of 1940, as
amended.
(viii) No consent, approval, authorization
or order of any court or governmental agency or body is
required for the consummation of the transactions contemplated
herein or in the Basic Documents, except such as may be
required under the Act, the Trust Indenture Act and other
federal and state securities laws; filings with respect to the
transfer of the Initial Receivables and any Additional
Receivables to the Seller pursuant to the Purchase Agreement
and to the Trust pursuant to the Sale and Servicing Agreement
and the grant of a security interest in such Receivables to the
Indenture Trustee pursuant to the Indenture; and such other
approvals as have been obtained.
(ix) Such counsel does not know of any
legal or governmental proceedings pending to which the General
Partner is a party or of which any property of the General
Partner is the subject, and no such proceedings are known by
such counsel to be threatened or contemplated by governmental
authorities or threatened by others (1) seeking to prevent the
issuance of the Notes or the Certificates or the consummation
of any of the transactions contemplated by this Underwriting
Agreement or the Basic Documents, or (2) seeking adversely to
affect the federal income tax attributes of the Publicly
Offered Notes as described in the Prospectus under the heading
"Federal Income Tax Matters."
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<PAGE> 23
(x) Neither the issuance or sale of the Notes or the issuance
of the Certificates, nor the execution and delivery of the Notes, the
Certificates, this Underwriting Agreement or the Basic Documents, nor
the consummation of any of the other transactions contemplated herein
or in the Basic Documents by the General Partner, will contravene the
terms of any material provision of any statute, order, or regulation
applicable to the General Partner, the failure with which to comply
could have a material adverse effect on the General Partner.
(j) Skadden, Arps, Slate, Meagher & Flom LLP (or such other
counsel satisfactory to the Representative) shall have furnished their written
opinion, dated the Closing Date, with respect to the characterization of the
transfer of the Receivables by Ford Credit to the Seller as a sale and with
respect to the security interest of the Trust in such Receivables (which opinion
shall state that it may be relied upon by the Indenture Trustee), to the
Representative and to Ford Credit, and such opinion shall be in substantially
the form previously discussed with the Representative and counsel to the
Representative and in any event satisfactory in form and in substance to the
Representative and to counsel to the Representative and to Ford Credit.
(k) Skadden, Arps, Slate, Meagher & Flom LLP (or such other
counsel satisfactory to the Representative), special counsel to Ford Credit,
shall have furnished their written opinion to the Representative and to Ford
Credit, dated the Closing Date, with respect to the nonconsolidation under the
Bankruptcy Code of the assets and liabilities of either of the Seller or the
General Partner with the assets and liabilities of Ford Credit in the event that
Ford Credit were to become the subject of a case under the Bankruptcy Code, and
such opinion shall be in substantially the form previously discussed with the
Representative and counsel to the Representative and in any event satisfactory
in form and in substance to the Representative and counsel to the Representative
and to Ford Credit.
(l) Skadden, Arps, Slate, Meagher & Flom LLP, special tax counsel
to the Seller, shall have furnished to the Representative their written opinion,
dated as of the Closing Date, in form and in substance satisfactory to the
Representative in its reasonable judgment, to the effect that:
(i) The Trust will not be classified as an association
taxable as a corporation for federal income tax purposes,
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<PAGE> 24
the Class A Notes will be characterized as debt for federal income tax
purposes and, while the issue is not free from doubt, the Class B Notes
should be treated as debt for federal income tax purposes.
(ii) The statements in the Registration Statement and the
Prospectus under the heading "Summary-Tax Status" as they relate to
federal income tax matters and under the heading "Federal Income Tax
Matters," to the extent that they constitute matters of law or legal
conclusions with respect thereto, have been prepared or reviewed by
such counsel and are correct in all material respects.
(m) Hurley D. Smith, Esq., Secretary and Corporate Counsel of Ford
Credit, or such other counsel satisfactory to the Representative in its
reasonable judgment, shall have furnished to the Representative his written
opinion, dated as of the Closing Date, in form satisfactory to the
Representative in its reasonable judgment, to the effect that, assuming the
Seller and the Trust will each not be classified as an association taxable as a
corporation for federal income tax purposes and the Notes will be characterized
as debt for federal income tax purposes:
(i) The Trust should have no Michigan single business tax
liability.
(ii) The Notes will be characterized as debt for Michigan
income and single business tax purposes.
(iii) Note Owners not otherwise subject to tax in Michigan
should not be subject to tax in Michigan solely because of a Note
Owner's ownership of the Notes.
(iv) The statements in the Registration Statement and the
Prospectus under the heading "Summary--Tax Status" as they relate to
Michigan tax matters and under the heading "State Tax Matters," to the
extent that they constitute matters of law or legal conclusions with
respect thereto, have been prepared or reviewed by such counsel and are
correct in all material respects.
(n) The Representative shall have received an opinion addressed to
the Representative of Skadden, Arps, Slate, Meagher & Flom LLP,
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<PAGE> 25
dated the Closing Date, with respect to the validity of the Publicly Offered
Notes and the Certificates and such other related matters as the Representative
shall require and the Seller shall have furnished or caused to be furnished to
such counsel such documents as they may reasonably request for the purpose of
enabling them to pass upon such matters.
(o) The Representative shall have received an opinion addressed to
the Representative, the Seller and Ford Credit of Emmet, Marvin & Martin, LLP
counsel to the Owner Trustee, dated the Closing Date and satisfactory in form
and substance to the Representative and counsel to the Representative,
addressing such matters as the Representative may request and substantially to
the effect that:
(i) The Owner Trustee is a banking corporation duly created,
validly existing and in good standing under the laws of the State of
New York.
(ii) The Owner Trustee has all necessary power and authority
to execute and deliver the Trust Agreement and the Certificate of Trust
and to execute and deliver, on behalf of the Trust, each of the
Indenture, the Sale and Servicing Agreement, the Administration
Agreement, the Interest Rate Swap Agreements and the Control Agreement.
The Owner Trustee has all necessary power and authority to execute the
Certificates and the Notes on behalf of the Trust and to authenticate
the Certificates.
(iii) Each of the Trust Agreement and the Certificate of
Trust has been duly executed and delivered by the Owner Trustee and
each of the Indenture, the Sale and Servicing Agreement, the
Administration Agreement, the Interest Rate Swap Agreements and the
Control Agreement has been duly executed and delivered by the Owner
Trustee on behalf of the Trust. Each of the Certificates and each of
the Publicly Offered Notes has been duly executed and delivered by the
Owner Trustee, on behalf of the Trust, and each of the Certificates has
been duly authenticated by the Owner Trustee.
(iv) The execution and delivery of the Trust Agreement and
the Certificate of Trust by the Owner Trustee and the
25
<PAGE> 26
execution and delivery of the Indenture, Sale and Servicing Agreement,
Administration Agreement, Interest Rate Swap Agreements, Control
Agreement, the Notes and the Certificates by the Owner Trustee, on
behalf of the Trust, does not conflict with or result in a breach of or
constitute a default under the Owner Trustee's organization certificate
or by-laws, any federal or New York State law, rule or regulation
governing its banking or trust powers or, to the best of counsel's
knowledge, without independent investigation, any judgment or order
applicable to it or its acts, properties or, to the best of counsel's
knowledge, without independent investigation, any indenture, mortgage,
contract or other agreement or instrument to which the Owner Trustee in
its respective capacities is a party or by which it is bound.
(v) Neither the execution and delivery by the Owner Trustee,
on behalf of the Trust, of the Indenture, Sale and Servicing Agreement,
Administration Agreement, Interest Rate Swap Agreements, Control
Agreement, the Certificates or the Notes nor the execution and delivery
of the Trust Agreement or the Certificate of Trust by the Owner
Trustee, requires the consent, authorization, order or approval of, the
giving of notice to, the registration with, or the taking of any other
action with respect to, any governmental authority or agency under the
laws of the State of New York or the federal laws of the United States
governing the banking or trust powers of the Owner Trustee.
(vi) To the best of counsel's knowledge, without independent
investigation, there are no actions or proceedings pending or
threatened against the Owner Trustee in any court or before any
governmental authority, arbitration board or tribunal of the State of
New York which involve the Trust Agreement, the Indenture, the Sale and
Servicing Agreement, the Administration Agreement, the Interest Rate
Swap Agreements, the Control Agreement, the Certificate of Trust, the
Notes or the Certificates or would question the right, power or
authority of the Owner Trustee to enter into or perform its obligations
under the Trust Agreement or the Certificate of Trust or to execute and
deliver, on behalf of the Trust, the Indenture, Sale and Servicing
Agreement, Administration Agreement,
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<PAGE> 27
Interest Rate Swap Agreements, Control Agreement, the Certificates or
the Notes.
(p) The Representative shall have received an opinion addressed to
the Representative, the Seller and Ford Credit of Richards, Layton & Finger,
counsel to the Delaware Trustee, dated the Closing Date and satisfactory in form
and substance to the Representative and counsel to the Representative,
addressing such matters as the Representative may request and substantially to
the effect that:
(i) The Delaware Trustee is duly incorporated and validly
existing as a banking corporation under the laws of the State of
Delaware.
(ii) The Delaware Trustee has the power and authority to
execute, deliver and perform its obligations under the Trust Agreement.
(iii) The Trust Agreement has been duly authorized, executed
and delivered by the Delaware Trustee and constitutes a legal, valid
and binding agreement of the Delaware Trustee, enforceable against the
Delaware Trustee, in accordance with its terms.
(iv) Neither the execution, delivery and performance by the
Delaware Trustee of the Trust Agreement, nor the consummation by the
Delaware Trustee of any of the transactions contemplated thereby,
requires the consent, authorization, order or approval of, the giving
of notice to, the registration with or the taking of any other action
in respect of, any governmental authority or agency under the laws of
the State of Delaware or any federal law of the United States governing
the banking or trust powers of the Delaware Trustee, other than the
filing of the Certificate of Trust with the Secretary of State (which
Certificate of Trust has been duly filed).
(v) Neither the execution, delivery and performance by the
Delaware Trustee of the Trust Agreement, nor the consummation by the
Delaware Trustee of any of the transactions contemplated thereby, (i)
conflicts with or constitutes a breach of or
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<PAGE> 28
default under the Certificate of Trust, the Trust Agreement, the
certificate of incorporation or by-laws of the Delaware Trustee or, to
the best of counsel's knowledge, without independent investigation, any
agreement, indenture or other instrument to which the Delaware Trustee
is a party or by which it or any of its properties may be bound or (ii)
violates any law, governmental rule or regulation of the State of
Delaware or any federal law of the United States of America governing
the banking or trust powers of the Delaware Trustee, or, to the best of
counsel's knowledge, without independent investigation, any court
decree applicable to the Delaware Trustee.
(vi) To the best of counsel's knowledge, without independent
investigation, there are no actions or proceedings pending or
threatened against the Delaware Trustee in any court or before any
governmental authority, arbitration board or tribunal of the State of
Delaware which involve the Trust Agreement or would question the right,
power or authority of the Delaware Trustee to enter into or perform its
obligations under the Trust Agreement.
(vii) To the best of counsel's knowledge, without independent
investigation, there exist no liens, security interests or charges
affecting any of the property of the Trust resulting from acts of or
claims against the Delaware Trustee that are unrelated to the
transactions contemplated by the Trust Agreement.
(q) The Representative shall have received an opinion addressed to
the Representative, the Seller and Ford Credit of Richards, Layton & Finger,
counsel to the Trust, dated the Closing Date and satisfactory in form and
substance to the Representative and counsel to the Representative, addressing
such matters as the Representative may request and substantially to the effect
that:
(i) The Trust has been duly formed and is validly existing as
a business trust under the Delaware Business Trust Act, 12 Del. C. ss.
3801, et seq. (the "Delaware Act"), and has the power and authority
under the Trust Agreement and the Delaware Act to execute, deliver and
perform its obligations under the Trust Agreement, the Indenture, the
Sale and Servicing Agreement, the Administration Agreement, the
Interest Rate Swap Agreements, the
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<PAGE> 29
Control Agreement, the Note Depository Agreement, the Certificates and
the Notes.
(ii) The Trust Agreement is the legal, valid and binding
agreement of the Depositor and the Owner Trustee, enforceable against
the Depositor and the Owner Trustee, in accordance with its terms.
(iii) The Trust has the power and authority under the Trust
Agreement and the Delaware Act to Grant the Indenture Trust Estate to
the Indenture Trustee pursuant to the Indenture.
(iv) Each of the Trust Agreement, the Indenture, the Sale and
Servicing Agreement, the Administration Agreement, the Interest Rate
Swap Agreements, the Control Agreement, the Note Depository Agreement
and the Notes have been duly authorized by the Trust.
(v) The issuance of the Certificates has been duly authorized
by the Trust, and the Certificates, when duly executed by the Owner
Trustee on behalf of the Trust and authenticated by the Owner Trustee
in accordance with the Trust Agreement and delivered to and paid for by
the purchasers thereof in accordance with the Trust Agreement, will be
validly issued and outstanding and entitled to the benefits of the
Trust Agreement.
(vi) Neither the execution, delivery and performance by the
Trust of the Trust Agreement, the Indenture, the Sale and Servicing
Agreement, the Administration Agreement, the Interest Rate Swap
Agreement, the Control Agreement, the Note Depository Agreement, the
Certificates and the Notes, nor the consummation by the Trust of any of
the transactions contemplated thereby, requires the consent or approval
of, the giving of notice to, the registration with, or the taking of
any other action with respect to, any court, or governmental or
regulatory authority or agency under the laws of the State of Delaware,
except for the filing of the Certificate of Trust with the Secretary of
State (which Certificate of Trust has been duly filed).
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(vii) Neither the execution, delivery and performance by the
Trust of the Trust Agreement, the Indenture, the Sale and Servicing
Agreement, the Administration Agreement, the Interest Rate Swap
Agreements, the Control Agreement and the Note Depository Agreement,
including the execution and delivery of such documents by the Owner
Trustee on behalf of the Trust, nor the consummation by the Trust or
the Owner Trustee on behalf of the Trust of any of the transactions
contemplated thereby, is in violation of the Trust Agreement or of any
law, rule or regulation of the State of Delaware applicable to the
Trust or the Owner Trustee or, to the best of counsel's knowledge,
without independent investigation, any agreement, indenture,
instrument, order, judgment or decree to which the Trust or any of its
property is subject.
(viii) To the best of counsel's knowledge, without
independent investigation, there are no pending or threatened actions,
suits or proceedings affecting the Trust before any court or other
governmental authority of the State of Delaware which, if adversely
decided, would adversely affect the Trust Property or the ability of
the Trust to carry out the transactions contemplated by the Trust
Agreement, the Indenture, the Sale and Servicing Agreement, the
Administration Agreement, the Interest Rate Swap Agreements, the
Control Agreement and the Note Depository Agreement.
(ix) Under the Delaware Act, the Trust constitutes a separate
legal entity, separate and distinct from the holder of any Certificate
and any other entity and, insofar as the substantive law of the State
of Delaware is applicable, the Trust rather than the holder of any
Certificate in such Trust will hold whatever title to such property as
may be conveyed to it from time to time pursuant to the Trust
Agreement, the Interest Rate Swap Agreements and the Sale and Servicing
Agreement, except to the extent that such Trust has taken action to
dispose of or otherwise transfer or encumber any such property.
(x) Except as otherwise provided in the Trust Agreement,
under Section 3805(c) of the Delaware Act, a holder of a Certificate
has no interest in specific business trust property.
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(xi) Under Section 3805(b) of the Delaware Act, no creditor
of any holder of a Certificate shall have any right to obtain
possession of, or otherwise exercise legal or equitable remedies with
respect to, the property of the Trust except in accordance with the
terms of the Trust Agreement.
(xii) Under the Trust Agreement, the Owner Trustee has the
authority to execute and deliver on behalf of the Trust the Basic
Documents to which the Trust is a party.
(r) The Representative shall have received an opinion addressed to
the Representative, the Seller and Ford Credit of Kelley Drye & Warren LLP,
counsel to the Indenture Trustee, dated the Closing Date and satisfactory in
form and substance to the Representative and counsel to the Representative, to
the effect that:
(i) The Indenture Trustee has been duly incorporated and is
validly existing as a bank and trust company in good standing under the
laws of the State of New York with full corporate trust power and
authority to enter into and perform its obligations under the
Indenture.
(ii) The Indenture has been duly executed and delivered by
the Indenture Trustee, and, insofar as the laws governing the trust
powers of the Indenture Trustee are concerned and assuming due
authorization, execution and delivery thereof by the Owner Trustee, the
Indenture constitutes a legal, valid and binding obligation of the
Indenture Trustee, enforceable against the Indenture Trustee in
accordance with its terms, except (1) the enforceability thereof may be
subject to bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights,
and (2) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding therefor may be
brought.
(iii) The Notes have been duly authenticated and delivered by
the Indenture Trustee.
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<PAGE> 32
(iv) Neither the execution nor delivery by the Indenture
Trustee of the Indenture nor the consummation of any of the
transactions by the Indenture Trustee contemplated thereby required the
consent or approval of, the giving of notice to, the registration with,
or the taking of any other action with respect to, any governmental
authority or agency under any existing federal or New York State law
governing the trust powers of the Indenture Trustee, except such as
have been obtained, made or taken.
(v) The execution and delivery by the Indenture Trustee of
the Indenture and the performance by the Indenture Trustee of its
obligations thereunder do not conflict with or result in a breach or
violation of any of the terms, conditions or provisions of any law,
governmental rule or regulation of the United States or the State of
New York governing the banking or trust powers of the Indenture Trustee
or the Certificate of Incorporation or By-Laws of the Indenture Trustee
or, to such counsel's knowledge, any order, writ, injunction or decree
of any court or governmental authority against the Indenture Trustee or
by which it or any of its properties is bound or, to such counsel's
knowledge, any indenture, mortgage or contract or other agreement or
instrument to which the Indenture Trustee is a party or by which it or
any of its properties is bound, or constitute a default thereunder.
(s) The Representative shall have received an officer's
certificate dated the Closing Date of the Chairman of the Board, the President,
the Executive Vice President-Finance, the Treasurer or any Assistant Treasurer
of:
(i) Ford Credit, in which such officers shall state that, to
the best of their knowledge after reasonable investigation, the
representations and warranties of the Servicer contained in the Sale
and Servicing Agreement and of Ford Credit contained in the Purchase
Agreement are true and correct in all material respects and that Ford
Credit has complied with all agreements and satisfied all conditions on
its part to be performed or satisfied under such agreements at or prior
to the Closing Date in all material respects.
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<PAGE> 33
(ii) The General Partner on behalf of the Seller, in which
such officers shall state that, to the best of their knowledge after
reasonable investigation, the representations and warranties of the
Seller contained in the Trust Agreement, the Sale and Servicing
Agreement and the Purchase Agreement are true and correct in all
material respects, and that the Seller has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied
under such agreements at or prior to the Closing Date in all material
respects.
(iii) The General Partner, in which such officers shall state
that, to the best of their knowledge after reasonable investigation,
the representations and warranties of the General Partner contained in
the Limited Partnership Agreement are true and correct in all material
respects, and that the General Partner has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied
under such agreement at or prior to the Closing Date in all material
respects.
(t) The Class A Notes shall be rated in the highest long-term
rating category by at least two nationally recognized rating agencies; and the
Class B Notes shall be rated at least in the "A" category or its equivalent by
at least two nationally recognized rating agencies;
(u) At the Closing Date, the Class C Certificates and the Class D
Certificates shall have been validly issued and paid for by the Seller.
7. Indemnification and Contribution. (a) The Seller will indemnify and
hold each Underwriter harmless against any losses, claims, damages, or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus, any amendment or supplement thereto,
or any related preliminary prospectus or any portion of the 8-K Information
constituting Pool Information or Prospectus Information or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection
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<PAGE> 34
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Seller will not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon (i) an untrue statement or alleged untrue statement in or omission or
alleged omission from any of such documents in reliance upon and in conformity
with written information furnished to the Seller by any Underwriter through the
Representative specifically for use therein or (ii) the Derived Information; and
provided further, that the Seller shall not be liable to any Underwriter or any
person controlling any Underwriter under the indemnity agreement in this
subsection (a) with respect to any of such documents to the extent that any such
loss, claim, damage or liability of such Underwriter or such controlling person
results from the fact that such Underwriter sold Publicly Offered Notes to a
person to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus or of the Prospectus as then
amended or supplemented (excluding documents incorporated by reference),
whichever is most recent, if the Seller has previously furnished copies thereof
to such Underwriter.
The indemnity agreement in this subsection (a) shall be in
addition to any liability which the Seller may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act.
(b) Each Underwriter, severally and not jointly, will
indemnify and hold harmless the Seller against any losses, claims, damages or
liabilities to which the Seller may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, the
Prospectus, any amendment or supplement thereto, or any related preliminary
prospectus or 8-K Information, or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made (i) in reliance upon
and in conformity with written information furnished to the Seller by such
Underwriter through the Representative specifically for use therein or (ii) in
the Derived Information prepared by such Underwriter, and will reimburse any
legal or other expenses reasonably incurred by the Seller in connection with
investigating or defending any such action or claim.
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<PAGE> 35
The indemnity agreement in this subsection (b) shall be in
addition to any liability which each Underwriter may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
the Seller within the meaning of the Act.
(c) Promptly after receipt by an indemnified party
under subsection (a) or (b) of written notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under subsection (a) or (b) above, notify the
indemnifying party of the commencement thereof, and in the event that such
indemnified party shall not so notify the indemnifying party within 30 days
following receipt of any such notice by such indemnified party, the indemnifying
party shall have no further liability under such subsection to such indemnified
party unless the indemnifying party shall have received other notice addressed
and delivered in the manner provided in Section 11 hereof of the commencement of
such action; but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party in its reasonable judgment, and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under such subsection for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation.
(d) If the indemnification provided for in this
Section 7 is unavailable or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Seller on the one hand and the Underwriters on
the other from the offering of the Publicly Offered Notes. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law, then each indemnifying party shall contribute to such amount
paid or payable by such indemnified party in such proportion as is
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<PAGE> 36
appropriate to reflect not only such relative benefits but also the relative
fault of the Seller on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages, or liabilities (or actions in respect thereof) as well as any
other relevant equitable considerations. The relative benefits received by the
Seller on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Seller bear to the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover page of the Prospectus as amended or
supplemented with respect to the Publicly Offered Notes. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Seller or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission,
including, with respect to any Underwriter, the extent to which such losses,
claims, damages or liabilities (or actions in respect thereof) result from the
fact that such Underwriter sold Publicly Offered Notes to a person to whom there
was not sent or given, at or prior to the written confirmation of such sale, a
copy of the Prospectus or the Prospectus as then amended or supplemented
(excluding documents incorporated by reference), whichever is most recent, if
the Seller has previously furnished copies thereof to such Underwriter. The
Seller and the Underwriters, severally and not jointly, agree that it would not
be just and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
subsection (d). The amount paid by an indemnified party as a result of the
losses, claims, damages, or liabilities (or actions in respect thereof) referred
to above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim. Notwithstanding the provisions
of this subsection (d), no Underwriter shall be required to contribute any
amount pursuant to this Underwriting Agreement and the Indemnification Agreement
(collectively) in excess of the amount by which the total price at which the
Publicly Offered Notes underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters of the Publicly
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<PAGE> 37
Offered Notes in this subsection (d) to contribute are several and not joint in
proportion to their respective underwriting obligations with respect to such
Publicly Offered Notes as set forth in Schedule I hereto.
8. 8-K Information and Derived Information.
(a) Each Underwriter may prepare and provide to
prospective investors "Computational Materials," "ABS Term Sheets" and
"Collateral Term Sheets" (collectively, the "8-K Information") in connection
with its offering of the Publicly Offered Notes, as described in the No-Action
Letter of May 20, 1994 issued by the Commission to Kidder, Peabody Acceptance
Corporation I and certain affiliates, as made applicable to other issuers and
underwriters by the Commission in response to the request of the Public
Securities Association dated May 24, 1994 (collectively, the "Kidder/PSA
Letter"), and the requirements of the No-Action Letter of February 17, 1995
issued by the Commission to the Public Securities Association (the "PSA Letter"
and, together with the Kidder/PSA Letter, the "No-Action Letters"); subject to
the following conditions: (i) such Underwriter shall comply with the
requirements of the No-Action Letters; (ii) for purposes hereof, "Computational
Materials" shall have the meaning given such term in the No-Action Letters, but
with respect to any Underwriter shall include only those Computational Materials
that have been prepared by such Underwriter for prospective investors and for
purposes hereof and "ABS Term Sheets" and "Collateral Term Sheets" shall have
the meanings given such terms in the PSA Letter but with respect to any
Underwriter shall include only those ABS Term Sheets or Collateral Term Sheets
that have been prepared by such Underwriter for prospective investors; (iii)
each Underwriter shall provide to the Seller any 8-K Information which is
provided to investors no later than the second Business Day preceding the date
such 8-K Information is required to be filed pursuant to the applicable
No-Action Letters and each Underwriter may provide copies of the foregoing in a
consolidated or aggregated form including all information required to be filed;
and (iv) in the event that the Seller or any Underwriter discovers an error in
the 8-K Information, the Underwriter that prepared such material shall prepare
corrected 8-K Information and deliver it to the Seller for filing.
(b) The Seller will cause to be filed with the
Commission one or more current reports on Form 8-K with respect to the 8-K
Information.
(c) Each Underwriter shall cause
PricewaterhouseCoopers LLP to furnish the Seller a letter dated no later than
the Closing Date, in form and
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substance satisfactory to the Seller, with respect to any 8-K Information
prepared by such Underwriter.
(d) Each Underwriter represents and warrants to, and
covenants with, the Seller that the Derived Information prepared by such
Underwriter for prospective investors, when read in conjunction with the
Prospectus, is not misleading and not inaccurate in any material respect.
For purposes of this Underwriting Agreement, the term "Derived
Information" means such portion, if any, of 8-K Information that is not Pool
Information or Prospectus Information; provided, however, that 8-K Information
that is not Pool Information or Prospectus Information shall not constitute
Derived Information to the extent such information is inaccurate or misleading
in any material respect directly as a result of it being based on Pool
Information or Prospectus Information that is inaccurate or misleading in any
material respect. "Pool Information" means the Computer Tape provided with
respect to the Initial Receivables and the other information furnished by
magnetic tape, diskette or any other computer readable format, or in writing to
the Underwriters by the Seller, the General Partner or Ford Credit regarding the
Receivables and "Prospectus Information" means the information contained in (but
not incorporated by reference in) any preliminary prospectus, provided, however,
that if any information that would otherwise constitute Pool Information or
Prospectus Information is presented in the 8-K Information in a way that is
either inaccurate or misleading in any material respect when read in conjunction
with the Prospectus and would not be inaccurate or misleading in any material
respect but for the manner in which such information is presented, such
information shall not be Pool Information or Prospectus Information.
9. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements (including, without limitation, Section 5(k) hereof) of the Seller or
the officers of the General Partner on behalf of the Seller and of the
Underwriters set forth in or made pursuant to this Underwriting Agreement will
remain in full force and effect, regardless of any investigation or statement as
to the results thereof, made by or on behalf of any Underwriter, the Seller or
any of their respective representatives, officers or directors of any
controlling person, and will survive delivery of and payment for the Publicly
Offered Notes.
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10. Failure to Purchase the Publicly Offered Notes. If the
purchase of the Publicly Offered Notes shall not be consummated because the
circumstances described in Section 6(f) shall have occurred, then the Seller
shall not have any liability to the Underwriters with respect to the Publicly
Offered Notes except as provided in Section 5(h) and Section 7 hereof; but if
for any other reason the Publicly Offered Notes are not delivered to the
Underwriters as provided herein, the Seller will be liable to reimburse the
Underwriters, through the Representative, for all out-of-pocket expenses,
including counsel fees and disbursements reasonably incurred by the Underwriters
in making preparations for the offering of the Publicly Offered Notes, but the
Seller shall not then have any further liability to any Underwriter with respect
to the Publicly Offered Notes except as provided in Section 5(h) and Section 7
hereof. If any Underwriter or Underwriters default on their obligations to
purchase Publicly Offered Notes hereunder and the aggregate principal amount of
Publicly Offered Notes that such defaulting Underwriter or Underwriters agreed
but failed to purchase does not exceed 10% of the total principal amount of the
Publicly Offered Notes, the Representative may make arrangements satisfactory to
the Seller for the purchase of such Publicly Offered Notes by other persons,
including the non-defaulting Underwriter or Underwriters, but if no such
arrangements are made by the Closing Date, the non-defaulting Underwriter or
Underwriters shall be obligated, in proportion to their commitments hereunder,
to purchase the Publicly Offered Notes that such defaulting Underwriter or
Underwriters agreed but failed to purchase. If any Underwriter or Underwriters
so default and the aggregate principal amount of Publicly Offered Notes with
respect to which such default or defaults occur exceeds 10% of the total
principal amount of the Publicly Offered Notes and arrangements satisfactory to
the non-defaulting Underwriter or Underwriters and the Seller for the purchase
of such Publicly Offered Notes by other persons are not made within 36 hours
after such default, this Underwriting Agreement will terminate without liability
on the part of any non-defaulting Underwriter and the Seller, except as provided
in Section 5(h) and Section 7 hereof. As used in this Underwriting Agreement,
the term "Underwriter" includes any person substituted for an Underwriter under
this Section. Nothing herein will relieve a defaulting Underwriter or
Underwriters from liability for its default.
11. Notices. All communications hereunder will be in writing
and will be mailed, delivered or sent by facsimile transmission and confirmed.
Communications to the Representative or the Underwriters shall be given to the
Representative at Deutsche Bank Securities Inc., 31 West 52nd Street, 17th
Floor, New York, New York 10019 Attention: [ ]- facsimile number (212)
[ ]. Communications to the Seller shall be given to it in care of the
General Partner at
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<PAGE> 40
One American Road, Dearborn, Michigan 48126, attention of the Secretary -
facsimile number (313) 594-7742.
12. Successors. This Underwriting Agreement will inure to the
benefit of and be binding upon the Underwriters and the Seller and their
respective successors and the officers and directors and controlling persons
referred to in Section 7, and no other person will have any right or obligations
hereunder.
13. Applicable Law. This Underwriting Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.
14. Counterparts. This Underwriting Agreement may be executed
by each of the parties hereto in any number of counterparts, and by each of the
parties hereto on separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
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<PAGE> 41
If the foregoing is in accordance with your understanding, please sign
and return to us a counterpart hereof, whereupon this letter and your acceptance
hereof shall constitute a binding agreement.
Very truly yours,
FORD CREDIT AUTO RECEIVABLES
TWO L.P.
By: FORD CREDIT AUTO RECEIVABLES
TWO, INC.,
as General Partner
By:
------------------------------
Name:
Title:
Accepted in New York, New York,
as of the date hereof:
DEUTSCHE BANK SECURITIES INC.
By:
------------------------------
Name:
Title:
------------------------------
Name:
Title:
Acting on behalf of itself and
as the Representative of the
several Underwriters
<PAGE> 42
SCHEDULE I
<TABLE>
<CAPTION>
Initial Initial Initial Initial Initial Initial
Principal Principal Principal Principal Principal Principal
Amount of Amount of Amount of Amount of Amount of Amount of
Class A-1 Class A-2 Class A-3 Class A-4 Class A-5 Class B
Notes Notes Notes Notes Notes Notes
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Deutsche Bank Securities Inc. $181,200,000 $140,200,000 $104,000,000 $ 68,600,000 $ 31,944,400 $ 97,397,000
Goldman, Sachs & Co. 181,200,000 140,200,000 104,000,000 68,600,000 31,944,400
J.P. Morgan Securities Inc. 181,200,000 140,200,000 104,000,000 68,600,000 31,944,400
Merrill Lynch, Pierce, Fenner & Smith 181,200,000 140,200,000 104,000,000 68,600,000 31,944,400
Incorporated
Salomon Smith Barney Inc. 181,200,000 140,200,000 104,000,000 68,600,000 31,944,400
Total $906,000,000 $701,000,000 $520,000,000 $343,000,000 $159,722,000 $ 97,397,000
</TABLE>
42
