Exhibit 99.3
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (as from time to time amended,
supplemented or otherwise modified and in effect, this "Agreement") is made as
of the 1st day of November 2000, by and between FORD MOTOR CREDIT COMPANY, a
Delaware corporation (the "Seller"), having its principal executive office at
One American Road, Dearborn, Michigan 48121, and FORD CREDIT AUTO RECEIVABLES
TWO L.P., a Delaware limited partnership (the "Purchaser"), having its principal
executive office at One American Road, Dearborn, Michigan 48121.
WHEREAS, in the regular course of its business, the Seller
purchases certain motor vehicle retail installment sale contracts secured by new
and used automobiles and light trucks from motor vehicle dealers.
WHEREAS, the Seller and the Purchaser wish to set forth the
terms pursuant to which the Receivables and related property are to be sold,
transferred, assigned and otherwise conveyed by the Seller to the Purchaser,
which Receivables will be transferred by the Purchaser pursuant to the Sale and
Servicing Agreement to the Ford Credit Auto Owner Trust 2000-G to be created
pursuant to the Trust Agreement, which Trust will issue notes secured by such
Receivables and certain other property of the Trust, pursuant to the Indenture,
and will issue certificates representing beneficial interests in such
Receivables and certain other property of the Trust, pursuant to the Trust
Agreement.
NOW, THEREFORE, in consideration of the foregoing, other good
and valuable consideration, and the mutual terms and covenants contained herein,
the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND USAGE
Except as otherwise specified herein or as the context may
otherwise require, capitalized terms used but not otherwise defined herein are
defined in Appendix A hereto, which also contains rules as to usage that shall
be applicable herein. The term "Seller" herein shall mean Ford Motor Credit
Company.
ARTICLE II
CONVEYANCE AND ACQUISITION OF RECEIVABLES
2.1 Conveyance and Acquisition of Receivables
On the Closing Date, subject to the terms and conditions of
this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser
agrees to purchase from the Seller, the Receivables and the other property
relating thereto (as defined below).
(a) Conveyance of Purchased Property. Effective as of the Closing Date and
simultaneously with the transactions pursuant to the Indenture, the Sale and
Servicing Agreement and the Trust Agreement, the Seller hereby sells, transfers,
assigns and otherwise conveys to the Purchaser, without recourse, all right,
title and interest of the Seller, whether now owned or hereafter acquired, in
and to the following (collectively, the "Purchased Property"): (i) the
Receivables; (ii) with respect to Actuarial Receivables, monies due thereunder
on or after the Cutoff Date (including Payaheads) and, with respect to Simple
Interest Receivables, monies due or received thereunder on or after the Cutoff
Date (including in each case any monies received prior to the Cutoff Date that
are due on or after the Cutoff Date and were not used to reduce the principal
balance of the Receivable); (iii) the security interests in the Financed
Vehicles granted by Obligors pursuant to the Receivables and any other interest
of the Seller in the Financed Vehicles; (iv) rights to receive proceeds with
respect to the Receivables from claims on any physical damage, credit life,
credit disability, or other insurance policies covering Financed Vehicles or
Obligors; (v) Dealer Recourse; (vi) all of the Seller's rights to the Receivable
Files; (vii) payments and proceeds with respect to the Receivables held by the
Seller; (viii) all property (including the right to receive Liquidation
Proceeds) securing a Receivable (other than a Receivable repurchased by the
Seller); (ix) rebates of premiums and other amounts relating to insurance
policies and other items financed under the Receivables in effect as of the
Cutoff Date; and (x) all present and future claims, demands, causes of action
and choses in action in respect of any or all of the foregoing and all payments
on or under and all proceeds of every kind and nature whatsoever in respect of
any or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing.
(b) Receivables Purchase Price. In consideration for the Purchased Property
described in Section 2.1(a) hereof, the Purchaser shall, on the Closing Date,
pay to the Seller the Receivables Purchase Price. As detailed on Schedule B
hereto, the portion of the Receivables Purchase Price to be paid in cash is an
amount equal to the net cash proceeds from the sale of (i) the Underwritten
Notes to the Underwriters pursuant to the Underwriting Agreement and (ii) the
Direct Purchase Notes to the Direct Purchaser pursuant to the Note Purchase
Agreement, less the placement agent fee, plus the amount of the cash capital
contribution by the General Partner to the Purchaser on the Closing Date, minus
the Reserve Initial Deposit. The remaining portion of the Receivables Purchase
Price ($288,604,649.66) shall be deemed paid and returned to the Purchaser and
shall be considered a contribution to capital. The portion of the Receivables
Purchase Price to be paid in cash shall be paid by federal wire transfer (same
day) funds.
(c) It is understood that the absolute sale, transfer, assignment and conveyance
of the Purchased Property by the Seller to the Purchaser pursuant to this
Agreement shall be without recourse and the Seller does not guarantee collection
of any Receivable, provided, however, that such sale, transfer, assignment and
conveyance shall be made pursuant to and in reliance on by the Purchaser of the
representations and warranties of the Seller as set forth in Section 3.2(b)
hereof.
2.2 The Closing. The sale, assignment, conveyance and acquisition of the
Purchased Property shall take place at a closing (the "Closing") at the offices
of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, NY
10036-6522 on the Closing Date, simultaneously with the closings under: (a) the
Sale and Servicing Agreement pursuant to which the Purchaser will assign all of
its right, title and interest in, to and under the Receivables and certain other
property to the Trust in exchange for the Notes and the Certificates; (b) the
Indenture, pursuant to which the Trust will issue the Notes and pledge all of
its right, title and interest in, to and under the Receivables and certain other
property to secure the Notes; (c) the Trust Agreement, pursuant to which the
Trust will issue the Certificates; (d) the Underwriting Agreement, pursuant to
which the Purchaser will sell to the Underwriters the Underwritten Notes and (e)
the Note Purchase Agreement, pursuant to which the Purchaser will sell to the
Direct Purchase Notes to the Direct Purchasers.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Purchaser. The Purchaser hereby
represents and warrants to the Seller as of the date hereof and as of the
Closing Date:
(a) Organization, etc. The Purchaser has been duly organized and is validly
existing as a limited partnership in good standing under the laws of the State
of Delaware, and has full power and authority to execute and deliver this
Agreement and to perform the terms and provisions hereof and thereof.
(b) Due Authorization and No Violation. This Agreement has been duly authorized,
executed and delivered by the Purchaser, and is the legal, valid, binding and
enforceable obligation of the Purchaser except as the same may be limited by
insolvency, bankruptcy, reorganization or other laws relating to or affecting
the enforcement of creditors' rights or by general equity principles.
(c) No Conflicts. The consummation of the transactions contemplated by this
Agreement, and the fulfillment of the terms hereof, will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default
under (in each case material to the Purchaser), or result in the creation or
imposition of any lien, charge or encumbrance (in each case material to the
Purchaser) upon any of the property or assets of the Purchaser pursuant to the
terms of any indenture, mortgage, deed of trust, loan agreement, guarantee,
lease financing agreement or similar agreement or instrument under which the
Purchaser is a debtor or guarantor, nor will such action result in any violation
of the provisions of the Certificate of Limited Partnership or the Limited
Partnership Agreement of the Purchaser.
(d) No Proceedings. No legal or governmental proceedings are pending to which
the Purchaser is a party or of which any property of the Purchaser is the
subject, and no such proceedings are threatened or contemplated by governmental
authorities or threatened by others, other than such proceedings which will not
have a material adverse effect upon the general affairs, financial position, net
worth or results of operations (on an annual basis) of the Purchaser and will
not materially and adversely affect the performance by the Purchaser of its
obligations under, or the validity and enforceability of, this Agreement.
(e) Fair Market Value. The Purchaser has determined that the Receivables
Purchase Price paid by it for the Purchased Property on the Closing Date is
equal to the fair market value for the Purchased Property.
3.2 Representations and Warranties of the Seller.
(a) The Seller hereby represents and warrants to the Purchaser as of the
date hereof and as of the Closing Date:
(i) Organization, etc. The Seller has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, and is duly qualified to transact business and is in good standing in
each jurisdiction in the United States of America in which the conduct of its
business or the ownership of its property requires such qualification.
(ii) Power and Authority; Due Authorization; Enforceability. The Seller has
full power and authority to convey and assign the property conveyed and assigned
to the Purchaser hereunder and has duly authorized such sale and assignment to
the Purchaser by all necessary corporate action. This Agreement has been duly
authorized, executed and delivered by the Seller and shall constitute the legal,
valid, binding and enforceable obligation of the Seller except as the same may
be limited by insolvency, bankruptcy, reorganization or other laws relating to
or affecting the enforcement of creditors' rights or by general equity
principles.
(iii) No Violation. The consummation of the transactions contemplated by
this Agreement, and the fulfillment of the terms hereof, will not conflict with
or result in a breach of any of the terms or provisions of, or constitute a
default under (in each case material to the Seller and its subsidiaries
considered as a whole), or result in the creation or imposition of any lien,
charge or encumbrance (in each case material to the Seller and its subsidiaries
considered as a whole) upon any of the property or assets of the Seller pursuant
to the terms of, any indenture, mortgage, deed of trust, loan agreement,
guarantee, lease financing agreement or similar agreement or instrument under
which the Seller is a debtor or guarantor, nor will such action result in any
violation of the provisions of the certificate of incorporation or the by-laws
of the Seller.
(iv) No Proceedings. No legal or governmental proceedings are pending to
which the Seller is a party or of which any property of the Seller is the
subject, and no such proceedings are threatened or contemplated by governmental
authorities or threatened by others, other than such proceedings which will not
have a material adverse effect upon the general affairs, financial position, net
worth or results of operations (on an annual basis) of the Seller and its
subsidiaries considered as a whole and will not materially and adversely affect
the performance by the Seller of its obligations under, or the validity and
enforceability of, this Agreement.
(b) The Seller makes the following representations and warranties as to the
Receivables on which the Purchaser relies in accepting the Receivables. Such
representations and warranties speak as of the Closing Date, but shall survive
the transfer, assignment and conveyance of the Receivables to the Purchaser and
the subsequent assignment and transfer to the Trust pursuant to the Sale and
Servicing Agreement and the pledge thereof to the Indenture Trustee pursuant to
the Indenture:
(i) Characteristics of Receivables. Each Receivable (a) shall have been
originated in the United States of America by a Dealer for the retail sale of a
Financed Vehicle in the ordinary course of such Dealer's business, shall have
been fully and properly executed by the parties thereto, shall have been
purchased either (X) by the Seller from a Dealer under an existing dealer
agreement with the Seller and shall have been validly assigned by such Dealer to
the Seller or (Y) by PRIMUS from a Dealer or other finance source (provided that
such purchase relates to an individual Receivable and not a bulk purchase) under
an existing agreement with PRIMUS and shall have been validly assigned by such
Dealer or other finance source to PRIMUS and shall have been validly assigned by
PRIMUS to the Seller in the ordinary course of business, (b) shall have created
or shall create a valid, subsisting, and enforceable first priority security
interest in favor of the Seller in the Financed Vehicle, which security interest
shall be assignable by the Seller to the Purchaser, (c) shall contain customary
and enforceable provisions such that the rights and remedies of the holder
thereof shall be adequate for realization against the collateral of the benefits
of the security, (d) shall provide for level monthly payments (provided that the
payment in the first or last month in the life of the Receivable may be
minimally different from the level payment) that fully amortize the Amount
Financed by maturity and yield interest at the Annual Percentage Rate, (e) shall
provide for, in the event that such contract is prepaid, a prepayment that fully
pays the Principal Balance, and (f) is an Actuarial Receivable or a Simple
Interest Receivable.
(ii) Schedule of Receivables. The information set forth in the Schedule of
Receivables shall be true and correct in all material respects as of the opening
of business on the Cutoff Date, and no selection procedures believed to be
adverse to the Noteholders or the Certificateholders shall have been utilized in
selecting the Receivables from those receivables which meet the criteria
contained herein. The computer tape or other listing regarding the Receivables
made available to the Purchaser and its assigns is true and correct in all
material respects.
(iii) Compliance with Law. Each Receivable and the sale of the Financed
Vehicle shall have complied at the time it was originated or made and at the
execution of this Agreement shall comply in all material respects with all
requirements of applicable federal, State, and local laws, and regulations
thereunder, including, without limitation, usury laws, the Federal
Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade
Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board's
Regulations B and Z, and State adaptations of the National Consumer Act and of
the Uniform Consumer Credit Code, and other consumer credit laws and equal
credit opportunity and disclosure laws.
(iv) Binding Obligation. Each Receivable shall represent the genuine,
legal, valid, and binding payment obligation of the Obligor, enforceable by the
holder thereof in accordance with its terms subject to the effect of bankruptcy,
insolvency, reorganization, or other similar laws affecting the enforcement of
creditors' rights generally.
(v) No Government Obligor. None of the Receivables shall be due from the
United States of America or any State or from any agency, department, or
instrumentality of the United States of America, any State or political
subdivision of either thereof.
(vi) Security Interest in Financed Vehicle. Immediately prior to the
transfer, assignment and conveyance thereof, each Receivable shall be secured by
a first priority, validly perfected security interest in the Financed Vehicle in
favor of the Seller as secured party or all necessary and appropriate actions
shall have been commenced that would result in a first priority, validly
perfected security interest in the Financed Vehicle in favor of the Seller as
secured party.
(vii) Receivables in Force. No Receivable shall have been satisfied,
subordinated, or rescinded, nor shall any Financed Vehicle have been released
from the lien granted by the related Receivable in whole or in part.
(viii) No Waiver. No provision of a Receivable shall have been waived.
(ix) No Defenses. No right of rescission, setoff, counterclaim, or defense
shall have been asserted or threatened with respect to any Receivable.
(x) No Liens. To the best of the Seller's knowledge, no liens or claims
shall have been filed for work, labor, or materials relating to a Financed
Vehicle that shall be liens prior to, or equal with, the security interest in
the Financed Vehicle granted by the Receivable.
(xi) No Default. Except for payment defaults continuing for a period of not
more than thirty (30) days as of the Cutoff Date, no default, breach, violation,
or event permitting acceleration under the terms of any Receivable shall have
occurred; and no continuing condition that with notice or the lapse of time
would constitute a default, breach, violation, or event permitting acceleration
under the terms of any Receivable shall have arisen; and the Seller shall not
waive any of the foregoing.
(xii) Insurance. With respect to each Receivable, the Seller, in accordance
with its customary standards, policies and procedures, shall have determined
that, as of the date of origination of each Receivable, the Obligor had obtained
or agreed to obtain physical damage insurance covering the Financed Vehicle.
(xiii) Title. It is the intention of the Seller that the transfer and
assignment herein contemplated constitute an absolute sale, transfer, assignment
and conveyance of the Receivables from the Seller to the Purchaser and that the
beneficial interest in and title to the Receivables not be part of the Seller's
estate in the event of the filing of a bankruptcy petition by or against the
Seller under any bankruptcy law. No Receivable has been sold, transferred,
assigned, conveyed or pledged by the Seller to any Person other than the
Purchaser. Immediately prior to the transfer and assignment herein contemplated,
the Seller had good and marketable title to each Receivable free and clear of
all Liens, encumbrances, security interests, participations and rights of others
(limited, in the case of mechanics' liens, tax liens and liens attaching to the
related Receivables by operation of law, to the best of the Seller's knowledge)
and, immediately upon the transfer thereof, the Purchaser shall have good and
marketable title to each Receivable, free and clear of all Liens, encumbrances,
security interests, participations and rights of others; and the transfer of the
Purchased Property has been perfected under the UCC.
(xiv) Valid Assignment. No Receivable shall have been originated in, or
shall be subject to the laws of, any jurisdiction under which the sale,
transfer, assignment and conveyance of such Receivable under this Agreement or
pursuant to transfers of the Notes or the Certificates shall be unlawful, void,
or voidable. The Seller has not entered into any agreement with any account
debtor that prohibits, restricts or conditions the assignment of any portion of
the Receivables.
(xv) All Filings Made. All filings (including, without limitation, UCC
filings) necessary in any jurisdiction to give the Purchaser a first priority,
validly perfected ownership interest in the Receivables shall have been made.
(xvi) Chattel Paper. Each Receivable constitutes "chattel paper" as defined
in the UCC.
(xvii) One Original. There shall be only one original executed copy of each
Receivable. The Seller, or its custodian, has possession of such original with
respect to each Receivable.
(xviii) New and Used Vehicles. 70.00% of the aggregate Principal Balance of
the Receivables, constituting 63.10% of the number of Receivables, as of the
Cutoff Date, represent vehicles financed at new vehicle rates, and the remainder
of the Receivables represent vehicles financed at used vehicle rates.
(xix) Amortization Type. By aggregate Principal Balance as of the Cutoff
Date, 0.01% of the Receivables constitute Actuarial Receivables and 99.99% of
the Receivables constitute Simple Interest Receivables.
(xx) Origination. Each Receivable shall have an origination date on or
after November 1, 1998.
(xxi) PRIMUS. 12.48% of the aggregate Principal Balance of the Receivables
as of the Cutoff Date represent Receivables originated through PRIMUS and
assigned to the Seller, and 87.52% of the aggregate Principal Balance of the
Receivables as of the Cutoff Date represent Receivables that were originated
through Ford Credit (excluding PRIMUS).
(xxii) Maturity of Receivables. Each Receivable shall have an original
maturity of not greater than sixty (60) months.
(xxiii) Annual Percentage Rate. The Annual Percentage Rate of each
Receivable shall be not less than 1.90% and not greater than 20.00%.
(xxiv) Scheduled Payments. Each Receivable shall have a first Scheduled
Payment due, in the case of Actuarial Receivables, or a first scheduled due
date, in the case of Simple Interest Receivables, on or prior to November 1,
2000 and no Receivable shall have a payment that is more than thirty (30) days
overdue as of the Cutoff Date.
(xxv) Location of Receivable Files. The Receivable Files shall be kept at
one or more of the locations listed in Schedule A-1 hereto or the offices of one
of the custodians specified in Schedule A-2 hereto.
(xxvi) No Extensions. The number of Scheduled Payments, in the case of
Actuarial Receivables, and the number of scheduled due dates, in the case of
Simple Interest Receivables, shall not have been extended on or before the
Cutoff Date on any Receivable.
(xxvii) Other Data. The numerical data relating to the characteristics of
the Receivables contained in the Prospectus are true and correct in all material
respects.
(xxviii) Agreement. The representations and warranties in this Agreement
shall be true.
(xxix) No Receivables Originated in Alabama or Pennsylvania. No Receivable
shall have been originated in Alabama or Pennsylvania.
(c) The Seller has determined that the Receivables Purchase Price received by it
for the Purchased Property on the Closing Date is equal to the fair market value
for the Purchased Property.
ARTICLE IV
CONDITIONS
4.1 Conditions to Obligation of the Purchaser. The obligation of the
Purchaser to purchase the Receivables is subject to the satisfaction of the
following conditions:
(a) Representations and Warranties True. The representations and warranties of
the Seller hereunder shall be true and correct on the Closing Date with the same
effect as if then made, and the Seller shall have performed all obligations to
be performed by it hereunder on or prior to the Closing Date.
(b) Computer Files Marked. The Seller, at its own expense, on or prior to the
Closing Date, shall indicate in its computer files, in accordance with its
customary standards, policies and procedures, that the Receivables have been
conveyed to the Purchaser pursuant to this Agreement and shall deliver to the
Purchaser the Schedule of Receivables certified by an officer of the Seller to
be true, correct and complete.
(c) Documents to be Delivered by the Seller at the Closing.
(i) The Assignment. On the Closing Date, the Seller will execute and
deliver the Assignment. The Assignment shall be substantially in the form of
Exhibit A hereto.
(ii) Evidence of UCC Filing. On or prior to the Closing Date, the Seller
shall record and file, at its own expense, a UCC-1 financing statement in each
jurisdiction in which required by applicable law, executed by the Seller, as
seller or debtor, and naming the Purchaser, as purchaser or secured party,
naming the Receivables and the other property conveyed hereunder, meeting the
requirements of the laws of each such jurisdiction and in such manner as is
necessary to perfect the transfer, assignment and conveyance of such Receivables
to the Purchaser. The Seller shall deliver a file-stamped copy, or other
evidence satisfactory to the Purchaser of such filing, to the Purchaser on or
prior to the Closing Date.
(iii) Other Documents. Such other documents as the Purchaser may reasonably
request.
(d) Other Transactions. The transactions contemplated by the Sale and
Servicing Agreement, the Indenture and the Trust Agreement shall be consummated
on the Closing Date.
4.2 Conditions to Obligation of the Seller. The obligation of the Seller
to convey the Receivables to the Purchaser is subject to the satisfaction of the
following conditions:
(a) Representations and Warranties True. The representations and warranties of
the Purchaser hereunder shall be true and correct on the Closing Date with the
same effect as if then made, and the Purchaser shall have performed all
obligations to be performed by it hereunder on or prior to the Closing Date.
(b) Receivables Purchase Price. At the Closing Date, the Purchaser will
deliver to the Seller the Receivables Purchase Price in accordance with Section
2.1(b).
ARTICLE V
COVENANTS OF THE SELLER
The Seller covenants and agrees with the Purchaser as follows,
provided, however, that to the extent that any provision of this ARTICLE V
conflicts with any provision of the Sale and Servicing Agreement, the Sale and
Servicing Agreement shall govern:
5.1 Protection of Right, Title and Interest.
(a) The Seller shall execute and file such financing statements and cause to be
executed and filed such continuation statements, all in such manner and in such
places as may be required by law fully to preserve, maintain, and protect the
interest of the Purchaser (or its assignee) in the Receivables and in the
proceeds thereof. The Seller shall deliver (or cause to be delivered) to the
Purchaser file-stamped copies of, or filing receipts for, any document filed as
provided above, as soon as available following such filing.
(b) The Seller shall not change its name, identity, or corporate structure in
any manner that would, could, or might make any financing statement or
continuation statement filed by the Seller in accordance with paragraph (a)
above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless
it shall have given the Purchaser at least five (5) days' prior written notice
thereof and shall have promptly filed appropriate amendments to all previously
filed financing statements or continuation statements.
(c) The Seller shall give the Purchaser at least sixty (60) days' prior written
notice of any relocation of its principal executive office if, as a result of
such relocation, the applicable provisions of the UCC would require the filing
of any amendment of any previously filed financing or continuation statement or
of any new financing statement and shall promptly file any such amendment or new
financing statement. The Seller shall at all times maintain each office from
which it shall service Receivables, and its principal executive office, within
the United States of America.
(d) The Seller shall maintain accounts and records as to each Receivable
accurately and in sufficient detail to permit the reader thereof to know at any
time the status of such Receivable, including payments and recoveries made and
payments owing (and the nature of each).
(e) The Seller shall maintain its computer systems, in accordance with its
customary standards, policies and procedures, so that, from and after the time
of conveyance hereunder of the Receivables to the Purchaser, the Seller's master
computer records (including any back-up archives) that refer to a Receivable
shall indicate clearly the interest of the Purchaser in such Receivable and that
such Receivable is owned by the Purchaser or its assignee. Indication of the
ownership of a Receivable by the Purchaser or its assignee shall not be deleted
from or modified on the Seller's computer systems until, and only until, the
Receivable shall have been paid in full or repurchased.
(f) If at any time the Seller shall propose to sell, grant a security interest
in, or otherwise transfer any interest in automotive receivables to any
prospective purchaser, lender, or other transferee, the Seller shall give to
such prospective purchaser, lender, or other transferee computer tapes, records,
or print-outs (including any restored from back-up archives) that, if they shall
refer in any manner whatsoever to any Receivable, shall indicate clearly that
such Receivable has been conveyed to and is owned by the Purchaser.
(g) The Seller shall, upon receipt by the Seller of reasonable prior notice,
permit the Purchaser and its agents at any time during normal business hours to
inspect, audit, and make copies of and abstracts from the Seller's records
regarding any Receivable.
(h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20)
Business Days, a list of all Receivables (by contract number and name of
Obligor) then owned by the Purchaser, together with a reconciliation of such
list to the Schedule of Receivables.
5.2 Other Liens or Interests. Except for the conveyances hereunder and pursuant
to the other Basic Documents, the Seller will not sell, pledge, assign or
transfer any Receivable to any other Person, or grant, create, incur, assume or
suffer to exist any Lien on any interest therein, and the Seller shall defend
the right, title, and interest of the Purchaser in, to and under such
Receivables against all claims of third parties claiming through or under the
Seller; provided, however, that the Seller's obligations under this Section 5.2
shall terminate upon the termination of the Trust pursuant to the Trust
Agreement.
5.3 Costs and Expenses. The Seller agrees to pay all reasonable costs and
disbursements in connection with the perfection, as against all third parties,
of the Purchaser's right, title and interest in and to the Receivables.
5.4 Indemnification.
(a) The Seller shall defend, indemnify, and hold harmless the Purchaser from and
against any and all costs, expenses, losses, damages, claims, and liabilities,
arising out of or resulting from the failure of a Receivable to be originated in
compliance with all requirements of law and for any breach of any of the
Seller's representations and warranties contained herein provided, however, with
respect to a breach of the Seller's representations and warranties as set forth
in Section 3.2(b), any indemnification amounts owed pursuant to this Section 5.4
with respect of a Receivable shall give effect to and not be duplicative of the
Purchase Amounts paid by the Seller pursuant to Section 6.2 hereof.
(b) The Seller shall defend, indemnify, and hold harmless the Purchaser from and
against any and all costs, expenses, losses, damages, claims, and liabilities,
arising out of or resulting from the use, ownership, or operation by the Seller
or any Affiliate thereof of a Financed Vehicle.
(c) The Seller shall defend, indemnify, and hold harmless the Purchaser from and
against any and all taxes that may at any time be asserted against the Purchaser
with respect to the transactions contemplated herein, including, without
limitation, any sales, gross receipts, general corporation, tangible personal
property, privilege, or license taxes and costs and expenses in defending
against the same.
(d) The Seller shall defend, indemnify, and hold harmless the Purchaser from and
against any and all costs, expenses, losses, claims, damages, and liabilities to
the extent that such cost, expense, loss, claim, damage, or liability arose out
of, or was imposed upon the Purchaser through, the negligence, willful
misfeasance, or bad faith of the Seller in the performance of its duties under
this Agreement or by reason of reckless disregard of the Seller's obligations
and duties under this Agreement.
(e) The Seller shall defend, indemnify, and hold harmless the Purchaser from and
against all costs, expenses, losses, claims, damages, and liabilities arising
out of or incurred in connection with the acceptance or performance of the
Seller's trusts and duties as Servicer under the Sale and Servicing Agreement,
except to the extent that such cost, expense, loss, claim, damage, or liability
shall be due to the willful misfeasance, bad faith, or negligence (except for
errors in judgment) of the Purchaser.
These indemnity obligations shall be in addition to any
obligation that the Seller may otherwise have.
5.5 Treatment. The Seller agrees to treat this conveyance as (i) an absolute
transfer for tax purposes and (ii) a sale for all other purposes (including
without limitation financial accounting purposes), in each case on all relevant
books, records, tax returns, financial statements and other applicable
documents.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 Obligations of Seller. The obligations of the Seller under this
Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.
Repurchase of Receivables Upon Breach by the Seller. (a) The
Seller hereby covenants and agrees with the Purchaser for the benefit of the
Purchaser, the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders
and the Certificateholders, that the occurrence of a breach of any of the
Seller's representations and warranties contained in Section 3.2(b) hereof shall
constitute events obligating the Seller to repurchase Receivables hereunder
("Repurchase Events"), at the Purchase Amount from the Purchaser or from the
Trust.
i) Any Person who discovers a breach of any representation or warranty of
the Seller set forth in Section 3.2(b) hereof may, and if such Person is the
Seller or the Servicer, shall, inform promptly the Servicer, the Seller, the
Purchaser, the Trust, the Owner Trustee and the Indenture Trustee, as the case
may be, in writing, upon the discovery of any breach of any representation or
warranty as set forth in Section 3.2(b) hereof. Unless the breach shall have
been cured by the last day of the second Collection Period following such
discovery (or, at the Seller's election, the last day of the first following
Collection Period), the Seller shall repurchase any Receivable materially and
adversely affected by such breach at the Purchase Amount. In consideration of
the repurchase of such Receivable, the Seller shall remit the Purchase Amount to
the Servicer for distribution pursuant to Section 4.2 of the Servicing
Agreement. The sole remedy (except as provided in Section 5.4 hereof) of the
Purchaser, the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders
or the Certificateholders against the Seller with respect to a Repurchase Event
shall be to require the Seller to repurchase Receivables pursuant to this
Section 6.2. With respect to all Receivables repurchased pursuant to this
Section 6.2, the Purchaser shall assign to the Seller, without recourse,
representation or warranty, all the Purchaser's right, title and interest in and
to such Receivables, and all security and documents relating thereto.
6.2 Seller's Assignment of Purchased Receivables. With respect to all
Receivables repurchased by the Seller pursuant to this Agreement, the Purchaser
shall assign, without recourse, representation or warranty, to the Seller all
the Purchaser's right, title and interest in and to such Receivables, and all
security and documents relating thereto.
6.3 Trust. The Seller acknowledges that:
(a) The Purchaser will, pursuant to the Sale and Servicing Agreement, convey the
Receivables to the Trust and assign its rights under this Agreement to the Trust
for the benefit of the Noteholders and the Certificateholders, and that the
representations and warranties contained in this Agreement and the rights of the
Purchaser under Sections 6.2 and 6.3 hereof are intended to benefit the Trust,
the Owner Trustee, the Noteholders and the Certificateholders. The Seller hereby
consents to such conveyance and assignment.
(b) The Trust will, pursuant to the Indenture, pledge the Receivables and its
rights under this Agreement to the Indenture Trustee for the benefit of the
Noteholders, and that the representations and warranties contained in this
Agreement and the rights of the Purchaser under this Agreement, including under
Sections 6.2 and 6.3 are intended to benefit the Indenture Trustee and the
Noteholders. The Seller hereby consents to such pledge.
6.4 Amendment. This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Seller and the Purchaser; provided,
however, that any such amendment that materially adversely affects the rights of
the Noteholders or the Certificateholders under the Indenture, Sale and
Servicing Agreement or Trust Agreement shall be consented to by the Noteholders
of Notes evidencing not less than a majority of the Notes Outstanding and the
Certificateholders of Certificates evidencing not less than a majority of the
Aggregate Certificate Balance.
6.5 Accountants' Letters.
(a) PricewaterhouseCoopers LLP will review the characteristics of the
Receivables described in the Schedule of Receivables and will compare those
characteristics to the information with respect to the Receivables contained in
the Prospectus.
(b) The Seller will cooperate with the Purchaser and PricewaterhouseCoopers LLP
in making available all information and taking all steps reasonably necessary to
permit such accountants to complete the review set forth in Section 6.6(a) above
and to deliver the letters required of them under the Underwriting Agreement.
(c) PricewaterhouseCoopers LLP will deliver to the Purchaser a letter, dated the
Closing Date, in the form previously agreed to by the Seller and the Purchaser,
with respect to the financial and statistical information contained in the
Prospectus under the caption "Delinquencies, Repossessions and Net Losses" and
with respect to such other information as may be agreed in the form of letter.
6.6 Waivers. No failure or delay on the part of the Purchaser in exercising any
power, right or remedy under this Agreement or the Assignment shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy preclude any other or further exercise thereof or the exercise
of any other power, right or remedy.
6.7 Notices. All communications and notices pursuant hereto to either party
shall be in writing or by facsimile and addressed or delivered to it at its
address as shown below or at such other address as may be designated by it by
notice to the other party and, if mailed or sent by facsimile, shall be deemed
given when mailed or when transmitted by facsimile.
To Seller: Ford Motor Credit Company
Ford Motor Company World Headquarters
Office of the General Counsel
One American Road
Suite 1034-A1
Dearborn, Michigan 48126
Attn: Secretary
Facsimile No.: (313) 594-7742
To Purchaser: Ford Credit Auto Receivables Two L.P.
c/o Ford Credit Auto Receivables Two Inc.
One American Road
Dearborn, Michigan 48126
Attn: Secretary
Facsimile No.: (313) 594-7742
6.8 Costs and Expenses. The Seller will pay all expenses incident to the
performance of its obligations under this Agreement and the Seller agrees to pay
all reasonable out-of-pocket costs and expenses of the Purchaser, excluding fees
and expenses of counsel, in connection with the perfection as against third
parties of the Purchaser's right, title and interest in and to the Receivables
and the enforcement of any obligation of the Seller hereunder.
6.9 Survival. The respective agreements, representations, warranties and other
statements by the Seller and the Purchaser set forth in or made pursuant to this
Agreement shall remain in full force and effect and will survive the closing
under Section 2.2 hereof and any sale, transfer or other assignment of the
Receivables by the Purchaser.
6.10 Confidential Information. The Purchaser agrees that it will neither use nor
disclose to any Person the names and addresses of the Obligors, except in
connection with the enforcement of the Purchaser's rights hereunder, under the
Receivables, under any Sale and Servicing Agreement or as required by law.
6.11 Headings and Cross-References. The various headings in this Agreement are
included for convenience only and shall not affect the meaning or interpretation
of any provision of this Agreement. References in this Agreement to Section
names or numbers are to such Sections of this Agreement.
6.12 GOVERNING LAW. THIS AGREEMENT AND THE ASSIGNMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
6.13 Counterparts. This Agreement may be executed in two or more counterparts
and by different parties on separate counterparts, each of which shall be an
original, but all of which together shall constitute one and the same
instrument.
6.14 Further Assurances. Seller and Purchaser will each, at the request of the
other, execute and deliver to the other all other instruments that either may
reasonably request in order to perfect the conveyance, transfer, assignment and
delivery to Purchaser of the rights to be conveyed, transferred, assigned and
delivered and for the consummation of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereby have caused this
Purchase Agreement to be executed by their respective officers thereunto duly
authorized as of the date and year first above written.
FORD MOTOR CREDIT COMPANY
By: /s/ Stacy Thomas
Name: Stacy Thomas
Title: Assistant Secretary
FORD CREDIT AUTO RECEIVABLES
TWO L.P.
By: FORD CREDIT AUTO RECEIVABLES
TWO, INC.,
as General Partner
By: /s/ Stacy Thomas
Name: Stacy Thomas
Title: Assistant Secretary
<PAGE>
Exhibit A
ASSIGNMENT
For value received, in accordance with the Purchase Agreement
dated as of November 1, 2000 (the "Purchase Agreement"), between the undersigned
and FORD CREDIT AUTO RECEIVABLES TWO L.P. (the "Purchaser"), the undersigned
does hereby assign, transfer and otherwise convey unto the Purchaser, without
recourse, all right, title and interest of the undersigned, whether now owned or
hereafter acquired, in and to the following: (i) the Receivables; (ii) with
respect to Actuarial Receivables, monies due thereunder on or after the Cutoff
Date (including Payaheads) and, with respect to Simple Interest Receivables,
monies due or received thereunder on or after the Cutoff Date (including in each
case any monies received prior to the Cutoff Date that are due on or after the
Cutoff Date and were not used to reduce the principal balance of the
Receivable); (iii) the security interests in the Financed Vehicles granted by
Obligors pursuant to the Receivables and any other interest of the Seller in the
Financed Vehicles; (iv) rights to receive proceeds with respect to the
Receivables from claims on any physical damage, credit life, credit disability,
or other insurance policies covering the Financed Vehicles or Obligors; (v)
Dealer Recourse; (vi) all of the Seller's rights to the Receivable Files; (vii)
payments and proceeds with respect to the Receivables held by the Seller; (viii)
all property (including the right to receive Liquidation Proceeds) securing a
Receivable (other than a Receivable repurchased by the Seller); (ix) rebates of
premiums and other amounts relating to insurance policies and other items
financed under the Receivables in effect as of the Cutoff Date; and (x) all
present and future claims, demands, causes of action and choses in action in
respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing. The foregoing conveyance does not constitute
and is not intended to result in any assumption by the Purchaser of any
obligation of the undersigned to the Obligors, insurers or any other Person in
connection with the Receivables, Receivable Files, any insurance policies or any
agreement or instrument relating to any of them.
This Assignment is made pursuant to and upon the representations, warranties
and agreements on the part of the undersigned contained in the Purchase
Agreement and is to be governed by the Purchase Agreement.
<PAGE>
Capitalized terms used herein and not otherwise defined shall
have the meaning assigned to them in the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Assignment
to be duly executed as of November 1, 2000.
FORD MOTOR CREDIT COMPANY
By: /s/ Stacy Thomas
Name: Stacy Thomas
Title: Assistant Secretary
<PAGE>
Exhibit B
Schedule of Receivables
DELIVERED TO PURCHASER
AT CLOSING
<PAGE>
Schedule A-1
Location of Receivable Files
at Ford Credit Branch Offices
Akron
175 Montrose West Avenue
Crown Pointe Building
Suite 300
Copley, OH 44321
Albany
5 Pine West Plaza
Albany, NY 12205
Albuquerque
6100 Uptown Blvd., N.E.
Suite 300
Albuquerque, NM 87110
Amarillo
1616 S. Kentucky
Bldg. D, Suite 130
Amarillo, TX 79102
Anchorage
3201 C Street
Suite 303
Anchorage, AK 99503
Appleton
54 Park Place
Appleton, WI 54915-8861
Athens
3708 Atlanta Highway
Athens, GA 30604
Atlanta-North
North Park Town Center
Bldg. 400, Suite 180
1000 Abernathy Rd. N.E.
Atlanta, GA 30328
Atlanta-South
1691 Phoenix Blvd.
Suite 300
Atlanta, GA 30349
Atlanta/CL
1117 Perimeter Ctr. W
Suite 404 West
Atlanta, GA 30338
Atlantic Region District Office
14104 Newbrook Drive
Chantilly, VA 22021
Austin
1701 Directors Blvd.
Suite 320
Austin, TX 78744
Baltimore
Campbell Corporate Center One
4940 Campbell Blvd.
Suite 140
Whitemarsh Business Community
Baltimore, MD 21236
Baltimore Service Center
7090 Columbia Gateway Dr.
Columbia, MD 21046
Beaumont
2615 Calder
Suite 715
Beaumont, TX 77704
Billings
1643 Lewis Avenue
Suite 201
Billings, MT 59102
Birmingham
3535 Grandview Parkway
Suite 340
Birmingham, AL 35243
Boston-North
One Tech Drive
3rd Floor
Andover, MA 01810-2497
Boston-South
Southboro Place
2nd Floor
352 Turnpike Road
Southboro, MA 01772
Bristol
Landmark Center-
Suite A
113 Landmark Lane
Bristol, TN 37620
Buffalo
95 John Muir Drive
Suite 102
Amherst, NY 14228
Cape Girardeau
1409-C N. Mt. Auburn Rd.
Cape Girardeau, MO 63701
Charleston
Rivergate Center
Suite 150
4975 LaCross Road
North Charleston, SC 29418
Charlotte
6302 Fairview Road
Suite 500
Charlotte, NC 28210
Charlotte/CL
6302 Fairview Road
Suite 510
Charlotte, NC 28210
Chattanooga
2 Northgate Park
Suite 200
Chattanooga, TN 37415
Cheyenne
6234 Yellowstone Road
Cheyenne, WY 82009
Chicago-East
One River Place
Suite A
Lansing, IL 60438
Chicago-North
9700 Higgins Road
Suite 720
Rosemont, IL 60018
Chicago-West
2500 W. Higgins Rd.
Suite 280
Hoffman Estates, IL 60195
Chicago/CL
745 McClintock Drive
Suite 300
Burr Ridge, IL 60521
Cincinnati
8805 Governors Hill Dr.
Suite 230
Cincinnati, OH 45249
Cleveland
5700 Lombardo Centre
Suite 101
Seven Hills, OH 44131-2581
Colorado Springs
5575 Tech Center Dr.
Suite 220
Colorado Springs, CO 80919
Columbia
250 Berryhill Road
Suite 201
Columbia, SC 29210
Columbus
Metro V, Suite 470
655 Metro Place S
Dublin, OH 43017
Coral Springs
3111 N. University Dr.
Suite 800
Coral Springs, FL 33065
Corpus Christi
5350 South Staples
Suite 225
Corpus Christi, TX 78411
Dallas
Campbell Forum
Suite 600
801 E. Campbell Road
Richardson, TX 75081
Dallas/CL
Campbell Forum
Suite 650
801 E. Campbell Road
Richardson, TX 75081
Davenport
5405 Utica Ridge Road
Suite 200
Davenport, IA 52807
Decatur
401 Lee Street
Suite 500
Decatur, AL 35602
Denver
6300 S. Syracuse Way
Suite 195
Englewood, CO 80111
Des Moines
4200 Corporate Drive
Suite 107
W. Des Moines, IA 50266
Detroit-North
1301 W. Long Lake Road
Suite 150
Troy, MI 48098
Detroit-West
1655 Fairlane Circle
Suite 900
Allen Park, MI 48101
Detroit/CL
One Parklane Blvd.
Suite 301E
Dearborn, MI 48126
Dothan
137 Clinic Drive
Dothan, AL 36303
El Paso
1200 Golden Key Circle
Suite 104
El Paso, TX 79925
Eugene
1600 Valley River Drive
Suite 190
Eugene, OR 97401
Falls Church
1420 Springhill Road
Suite 550
McLean, VA 22102
Fargo
3100 13th Ave. South
Suite 205
Fargo, ND 58103
Fayetteville
4317 Ramsey Street
Suite 300
Fayetteville, NC 28311
Findlay
3500 North Main Street
Findlay, OH 45840-1447
Ft. Myers
11935 Fairway Lakes Dr.
Fort Myers, FL 33913
Ft. Worth
Center Park Tower
Suite 400
2350 West Airport Frwy.
Bedford, TX 76022
Grand Junction
744 Horizon Court
Suite 330
Grand Junction, CO 81506
Grand Rapids
2851 Charlevoix Drive SE
Suite 300
Grand Rapids, MI 49546
Greensboro
1500 Pinecroft Rd.
Suite 220
Greensboro, NC 27407
Greenville Service Center
1100 Brookfield Blvd.
Greenville, SC 29607
Harlingen
1916 East Harrison
Harlingen, TX 78550
Harrisburg
4900 Ritter Road
Mechanicsburg, PA 17055
Henderson
618 North Green Street
Henderson, KY 42420
Honolulu
Ala Moano Pacific Center
Suite 922
1585 Kapiolani Blvd.
Honolulu, HI 96814
Houston-North
363 N. Sam Houston Pkwy. E.
Suite 700
Houston, TX 77060
Houston-West
820 Gessner
Suite 700
Houston, TX 77024
Huntington
3150 U.S. Route 60 *
Ona, WV 25545
Indianapolis
5875 Castle Creek Pkwy.
North Drive
Suite 240
Indianapolis, IN 46250
Irving Service Center
3660 Regent Blvd.
Irving, TX 75063
Jackson
800 Avery Boulevard
Suite B
Ridgeland, MS 39157
Jacksonville
Suite 310
9485 Regency Square Boulevard
Jacksonville, FL 32225
Jefferson City
210 Prodo Drive
Jefferson City, MO 65109
Kansas City
8717 West 110th Street
Bldg. #14, Suite 550
Overland Park, KS 66210
Knoxville
5500 Lonas Drive
Suite 260
Knoxville, TN 37909
Lafayette
Saloom Office Park
Suite 350
100 Asthma Boulevard
Lafayette, LA 70508
Lansing
2140 University Park Drive
Okemos, MI 48864
Las Vegas
500 N Rainbow Blvd.
Suite 312
Las Vegas, NV 89107
Little Rock
1701 Centerview Dr.
Suite 301
Little Rock, AR 72211
Long Island
One Jericho Plaza
2nd Floor Wing B
Jericho, NY 11753
Louisville
150 Executive Park
Louisville, KY 40207
Lubbock
4010 82nd Street
Suite 200
Lubbock, TX 79423
Macon
5400 Riverside Drive
Suite 201
Macon, GA 31210
Manchester
4 Bedford Farms
Bedford, NH 03110
Memphis
6555 Quince Road
Suite 300
Memphis, TN 38119
Miami
6303 Blue Lagoon Drive
Suite 200
Miami, FL 33126
Midland
15 Smith Road
Suite 4300
Chevron Building
Midland, TX 79705
Milwaukee
10850 W. Park Place
Suite 110
Milwaukee, WI 53224
Minneapolis
One Southwest Crossing
Suite 308
11095 Viking Drive
Eden Prairie, MN 55344
Mobile
1201 Montlimar Dr.
Suite 700
Mobile, AL 36609-1718
Nashville
Highland Ridge
Suite 190
565 Marriott Drive
Nashville, TN 37214
Nashville Service Center
9009 Carothers Parkway
Franklin, TN 37064
National Recovery Center
1335 S. Clearview
Mesa, AZ 85208
New Haven
35 Thorpe Ave.
Wallingford, CT 06492
New Jersey-Central
101 Interchange Plaza
Cranbury, NJ 08512
New Jersey-North
72 Eagle Rock Avenue
3rd Floor
East Hanover, NJ 07936
New Jersey-South
10000 MidAtlantic Dr.
Suite 401 West
Mt. Laurel, NJ 08054
New Orleans
Lakeway III
3838 N. Causeway Blvd.
Suite 3200
Metairie, LA 70002
Norfolk
Greenbrier Pointe
Suite 350
1401 Greenbrier Pkwy.
Chesapeake, VA 23320
Oklahoma City
Perimeter Center
Suite 300
4101 Perimeter Ctr Dr.
Oklahoma City, OK 73112
Omaha
10040 Regency Circle
Suite 100
Omaha, NE 68114-3786
Omaha Customer Service Center
12110 Emmet Street
Omaha, NB 68164
Nashville Customer Service Center
9009 Carothers Parkway
Franklin, TN 37067
Orange
765 The City Drive
Suite 400
Orange, CA 92668
Orange/CL
765 The City Drive
Suite 401
Orange, CA 92668
Orlando
1060 Maitland Ctr Commons
Suite 210
Maitland, FL 32751
Pasadena
225 S. Lake Avenue
Suite 1200
Pasadena, CA 91101
Pensacola
25 W. Cedar Street
Suite 316
Pensacola, Fl 32501
Philadelphia
Bay Colony Executive Park
Suite 100
575 E. Swedesford Rd.
Wayne, PA 19087
Philadelphia/CL
500 N. Gulph Rd.
Suite 110
King of Prussia, PA 19406
Phoenix
4742 North 24th Street
Suite 215
Phoenix, AZ 85016
Pittsburgh
Foster Plaza 9
750 Holiday Drive
4th Floor, Suite 420
Pittsburgh, PA 15220
Portland, ME
2401 Congress Street
Portland, ME 04102
Portland, OR
10220 S.W. Greenburg Blvd.
Suite 415
Portland, OR 97223
Raleigh
3651 Trust Drive
Raleigh, NC 27604
Richmond
300 Arboretum Place
Suite 320
Richmond, VA 23236
Roanoke
5238 Valley Pointe Pkwy.
Suite 6
Roanoke, VA 24019
Sacramento
2720 Gateway Oaks Dr.
Suite 200
Sacramento, CA 95833
Saginaw
4901 Towne Centre Rd.
Suite 200
Saginaw, MI 48605
Salt Lake City
310 E. 4500 S.
Suite 340
Murray, UT 84107
Santa Ana Central Collections
765 The City Drive
Suite 402
Orange, CA 92668
San Antonio
100 N.E. Loop 410
Suite 625
San Antonio, TX 78216-4742
San Bernardino
1615 Orange Tree Lane
Suite 215
Redlands, CA 92374
San Diego
3111 Camino Del Rio N.
Suite 1333
San Diego, CA 92108
San Francisco
6120 Stoneridge Mall Rd.
Suite 200
Pleasanton, CA 94588
San Francisco/CL
4900 Hopyard Road
Suite 220
Pleasanton, CA 94588
San Jose
1900 McCarthy Blvd.
Suite 400
Milpitas, CA 95035
Savannah
6600 Abercorn Street
Suite 206
Savannah, GA 31405
Seattle
13555 S.E. 36th Street
Suite 350
Bellevue, WA 98009-1608
Shreveport
South Pointe Centre
Suite 200
3007 Knight Street
Shreveport, LA 71105
South Bay
301 E. Ocean Boulevard
Suite 1900
Long Beach, CA 90802
South Bend
4215 Edison Lakes Parkway
Suite 140
Mishawaka, IN 46545
Spokane
901 North Monroe Ct.
Suite 350
Spokane, WA 99201-2148
Springfield
3275 E. Ridgeview
Springfield, MO 65804
St. Louis
4227 Earth City Expressway
Suite 100
Earth City, MO 63045
St. Paul
7760 France Avenue South
Suite 920
Bloomington, MN 55435
Syracuse
5788 Widewaters Pkwy.
DeWitt, NY 13214
Tampa
Lincoln Pointe, Suite 800
2502 Rocky Point Drive
Tampa, FL 33607
Tampa Service Center
3620 Queen Palm Drive
Tampa, FL 33619
Terre Haute
4551 S. Springhill
Junction Street
Terre Haute, IN 47802
Tulsa
9820 East 41st St.
Suite 300
Tulsa, OK 74145
Tyler
821 East SE Loop 323
Suite 300
Tyler, TX 75701
Ventura
260 Maple Court
Suite 210
Ventura, CA 93003
Washington, D.C.
2440 Research Blvd.
Suite 150
Rockville, MD 20850
Westchester
660 White Plains Road
Tarrytown, NY 10591
Western Carolina
215 Thompson Street
Hendersonville, NC 28792
Wichita
7570 West 21st
Wichita, KS 67212
<PAGE>
Schedule A-2
Location of Receivable Files
at Third Party Custodians of Ford Credit
Security Archives
5022 Harding Place
Nashville, TN 37211
IKON Business Imaging Services
31101 Wiegman Road
Hayward, CA 94544
<PAGE>
APPENDIX A
Definitions and Usage
<PAGE>
Schedule B - Receivables Purchase Price
Total net cash proceeds from the
Underwriters for purchase of the
Class A-1 Notes, Class A-2 Notes,
Class A-3 Notes, Class A-4 Notes,
Class A-5 Notes and Class B Notes
received by Purchaser $ 3,035,135,132.51
plus total net cash proceeds from the purchasers
of the Direct Purchase Notes received
by Purchaser $ 699,913,386.50
less placement agent fee $ (1,527,500.00)
equals the total net cash proceeds
received by Purchaser $ 3,733,521,019.01
less Reserve Account Deposit $ (20,000,077.26)
equals the total cash received by
Purchaser available for transfer
to Ford Credit as Seller1 $ 3,713,520,941.75
Receivables Purchase Price2 $ 4,008,015,482.22
minus the total cash received by
Purchaser available for transfer to
Ford Credit as Seller $ (3,713,520,941.75)
equals the difference of $ 294,494,540.47
Total portion of Receivables
Purchase Price paid by the Purchaser
in cash (including FCARTI
capital contribution)3 $ 3,719,410,832.56
plus Deemed Capital Contribution
from Ford Credit to Purchaser $ 288,604,649.66
Receivables Purchase Price $ 4,008,015,482.22
--------
1The Class C Certificates and the Class D Certificates are retained by the
Purchaser and are not available for transfer to Ford Credit.
2The Seller and the Purchaser have determined that the Receivables Purchase
Price equals the fair market value of the Receivables and the related property
and the fair market value is calculated as 105% of the adjusted pool balance (or
equal to 100.20% of the original pool balance for purposes of the calculations).
3In order to maintain the 98% interest of Ford Credit as the limited
partner of the Purchaser and the 2% interest of Ford Credit Auto Receivables
Two, Inc. ("FCARTI") as the general partner of the Purchaser, FCARTI must
contribute 2% of $294,494,540.47 to the Purchaser. FCARTI will obtain such
amount (equal to $5,889,890.81) through a capital contribution from Ford Credit.
($3,713,520,941.75 plus $5,889,890.81 equals $3,719,410,832.56) The Deemed
Capital Contribution from Ford Credit equals 98% of $294,494,540.47 or
$288,604,649.66).
