<PAGE> 1
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1*
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORD CREDIT AUTO LEASE TRUST 1995-1
(Issuer of the Notes)
RCL TRUST 1995-1
(Originator of the Trust described herein)
(Exact name of registrant as specified in
its charter)
FORD MOTOR CREDIT A Delaware Trust FORD CREDIT LEASING
COMPANY Primary Standard Industrial COMPANY, INC.
(Originator of the Classification (Originator of the
Registrant; issuer of a Code Number Registrant)
corporate Limited RV IRS Employer No.
Guaranty) [Application Pending]
A Delaware Corporation The American Road A Delaware Corporation
Primary Standard Dearborn, Michigan 48121 Primary Standard
Industrial Classification (313) 594-9876 Industrial Classification
Code Number Code Number
IRS Employer No. 38-161244 IRS Employer No.
[Application Pending]
_____________
The American Road The American Road
Dearborn, Michigan 48121 Dearborn, Michigan 48121
(313) 322-3000 (313) 845-4072
J. D. BRINGARD, ESQ.
Ford Motor Credit Company
The American Road
Dearborn, Michigan 48121
(313) 594-7742
(Name and Address of Agent for Service
for each of the above named entities)
Copy to:
SUSAN M. CURTIS, ESQ.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
____________
Approximate date of commencement of proposed sale to the public: As
soon as practicable on or after the effective date of this Registration
Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount Being Offering Price Aggregate Amount of
Being Registered Registered Per Unit (1) Offering Price (1) Registration Fee
====================================================================================================================================
<S> <C> <C> <C> <C>
Class A-1 Asset Backed Notes . . . . $ 333,333.00 100% $ $ 114.94
- ------------------------------------------------------------------------------------------------------------------------------------
Class A-2 Asset Backed Notes . . . . $ 333,333.00 100% $ $ 114.94
- ------------------------------------------------------------------------------------------------------------------------------------
Class A-3 Asset Backed Notes . . . . $ 333,334.00 100% $ $ 114.95
- ------------------------------------------------------------------------------------------------------------------------------------
Limited RV Guaranty . . . . . . . . . (2) (2) (2) (2)
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TOTAL . . . . . . . . . . . . . . . . $ 1,000,000.00 $ $ 344.83
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Not applicable.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
* This Registration Statement constitutes a filing on Form S-1 in respect of
the Asset Backed Notes and a filing on Form S-3 in respect of the Limited RV
Guaranty.
<PAGE> 2
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Items and Caption in Form S-1 Caption in Prospectus
----------------------------- ---------------------
<S> <C> <C>
1. Forepart of Registration Statement and Outside Forepart of Registration Statement; Outside Front
Front Cover Page of Prospectus . . . . . . Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Inside Front Cover Page of Prospectus
Prospectus . . . . . . . . . . . . . . . .
3. Summary Information, Risk Factors and Ratio of Summary; Special Considerations; Management's
Earnings to Fixed Charges . . . . . . . . Discussion and Analysis of Financial Condition and
Results of Operations
4. Use of Proceeds . . . . . . . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price . . . . . . . . *
6. Dilution . . . . . . . . . . . . . . . . . . . *
7. Selling Security Holders . . . . . . . . . . . *
8. Plan of Distribution . . . . . . . . . . . . . Underwriting
9. Description of Securities to be Registered . . Outside Front Cover Page of Prospectus; Inside
Front Cover Page of Prospectus; Summary; The
Issuer; Property of the Issuer; The Leases and
Leased Vehicles; Maturity, Prepayment and Yield
Considerations; Pool Factors and Trading Informa-
tion; Description of the Notes; Description of the
Administrative Agency Agreement; Additional
Document Provisions; Ratings of the Notes
10. Interest of Named Experts and Counsel . . . . . *
11. Information with Respect to the Registrant . . Outside Front Cover Page of Prospectus; Inside Front
Cover Page of Prospectus; Summary; Ford Credit; The
Issuer; Property of the Issuer; The Transferor; The
Series 1995-1 Certificates; The Leases and the
Leased Vehicles; Management's Discussion and
Analysis of Financial Condition and Results of
Operations; Additional Document Provisions
12. Disclosure of Commission Position on
Indemnification for Securities Act See Part II
Liabilities . . . . . . . . . . . . . . .
13. Other Expenses of Issuance and Distribution . . See Part II
14. Indemnification of Directors and Officers . . . See Part II
15. Recent Sales of Unregistered Securities . . . . *
16. Exhibits and Financial Statements . . . . . . See Part II
17. Undertakings . . . . . . . . . . . . . . . . . See Part II
</TABLE>
_______________________
* Answer negative or Item inapplicable
<PAGE> 3
THE INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS Subject to Completion
Dated _______ __, 1995
$ __________________________
FORD CREDIT AUTO LEASE TRUST 1995-1
ISSUER
___% CLASS A-1 ASSET BACKED NOTES
___% CLASS A-2 ASSET BACKED NOTES
___% CLASS A-3 ASSET BACKED NOTES
RCL TRUST 1995-1
TRANSFEROR
FORD MOTOR CREDIT COMPANY
ADMINISTRATIVE AGENT
Ford Credit Auto Lease Trust 1995-1 (the "Issuer") will be formed
pursuant to a Lease Trust Agreement to be dated as of _________ __, 1995
between [Name of RCL Trustee] (the "RCL Trustee") in its capacity as trustee of
the RCL Trust 1995-1 (the "Transferor") and [Name of Lease Trustee] (the "Lease
Trustee") in its capacity as trustee of the Issuer. Pursuant to an Indenture
to be dated as of _________ ___, 1995 between the Lease Trustee, on behalf of
the Issuer, and _________, as Indenture Trustee, the Issuer will issue notes
secured by interests in certain retail automotive leases and leased vehicles,
including $_________ initial principal balance of ___% Class A-1 Asset Backed
Notes (the "Class A-1 Notes"), $_________ initial principal balance of ___%
Class A-2 Asset Backed Notes (the "Class A-2 Notes") and $_________ initial
principal balance of ___% Class A-3 Asset Backed Notes (the "Class A-3 Notes"
and, together with the Class A-1 Notes and the Class A-2 Notes, the "Notes").
The Issuer also will issue $_______
(cover continued on following pages)
EXCEPT TO THE EXTENT OF THE LIMITED RV GUARANTY OF FORD MOTOR CREDIT COMPANY,
AS DESCRIBED HEREIN, THE NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY AND DO
NOT REPRESENT INTERESTS IN, RECOURSE TO OR OBLIGATIONS OF THE TRANSFEROR, FORD
MOTOR CREDIT COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
INITIAL PRICE TO UNDERWRITING PROCEEDS TO
PRINCIPAL BALANCE PUBLIC (1) DISCOUNT THE ISSUER (1)(2)
<S> <C> <C> <C> <C>
Class A-1 Notes $ % % %
Class A-2 Notes $ % % %
Class A-3 Notes $ % % %
Total $ $ $ $
</TABLE>
(1) Plus accrued interest, if any, calculated from , 1995.
(2) Before deducting expenses payable by the Issuer estimated at $ .
The Notes are offered by the Underwriter when, as, and if issued and
accepted by the Underwriter and subject to its right to reject orders in whole
or in part. The Underwriter reserves the right to withdraw, cancel or modify
such offer. It is expected that the Notes will be delivered in book-entry form
through the facilities of The Depository Trust Company on or about _________
__, 1995 against payment therefor in immediately available funds.
J.P. Morgan Securities Inc.
The date of this Prospectus is _____________, 1995
<PAGE> 4
initial principal balance of ___% Asset Backed Lease Trust Certificates (the
"Lease Trust Certificates"). The Lease Trust Certificates are not being
offered hereby.
As more fully described herein, the assets of the Issuer will include
certificates (the "Series 1995-1 Certificates") transferred to the Issuer by
the Transferor representing a 100% undivided beneficial interest in specified
retail automobile and light-duty truck leases originated in the states of
California, New York and Pennsylvania (the "Series 1995-1 Leases"), all
payments from lessees (the "Obligors") thereunder, the related leased vehicles
(the "Series 1995-1 Leased Vehicles") and all proceeds from the sale of Series
1995-1 Leased Vehicles upon termination of the related Series 1995-1 Leases.
Subject to the security interest granted to the Indenture Trustee pursuant to
the Indenture to secure the Notes, the Issuer will enter into the Program
Operating Lease with the Transferor pursuant to which the Transferor will be
entitled to the benefits of the Series 1995-1 Certificates during the term of
the underlying Series 1995-1 Leases in exchange for the payment by the
Transferor of certain amounts paid under the underlying Series 1995-1 Leases
and paid from the sale of Series 1995-1 Leased Vehicles. These payments will
be applied by the Issuer, together with other amounts payable on the Series
1995-1 Certificates, to pay interest on and principal of the Notes and Lease
Trust Certificates. See "Series 1995-1 Certificates--Lease of the Series
1995-1 Certificates to the Transferor." The Issuer will have the benefit of
the Reserve Account established by the Transferor to secure certain of its
payments under the Program Operating Lease and the benefit of the Limited RV
Guaranty issued by Ford Credit to cover shortfalls, if any, between the
Residual Value (as defined herein) of Series 1995-1 Leased Vehicles which
are sold on or after expiration of the related Series 1995-1 Leases and the
amounts actually received from the sale of such vehicles. In addition, the
aggregate initial principal balance of the Notes and Lease Trust Certificates
will be overcollateralized to the extent that the initial Pool Balance (as
defined herein) exceeds such aggregate initial principal balance. To the
extent that the Pool Balance has not been reduced to zero after the Notes and
Lease Trust Certificates have been paid in full, the Issuer will be dissolved
and any remaining assets, including the Series 1995-1 Certificates, will be
distributed to the Transferor and Ford Credit Leasing.
Interest on the Notes generally will be payable on ____________ 15,
____________ 15, ____________ 15 and ____________ 15 of each year, commencing
____________ 15, 1995 or, if any such day is not a business day, on the next
succeeding business day (each, a "Payment Date"). Interest on the Notes of
each Class payable on each Payment Date, other than the first Payment Date,
will accrue at the respective per annum interest rate set forth above, from and
including the preceding Payment Date up to but excluding such Payment Date, and
with respect to the first Payment Date, the period from and including _______
__, 1995 up to but excluding ____________ __, 1995. Principal of the Notes
will be payable on each Payment Date to the extent described herein. No
principal payments will be made (i) on the Class A-2 Notes until the Class A-1
Notes have been paid in full or (ii) on the Class A-3 Notes until the Class A-1
Notes and the Class A-2 Notes have been paid in full; provided that if an Event
of Default under the Indenture has occurred and the maturity of the Notes has
been accelerated, principal payments will be made on the Notes on a pro rata
basis based on their respective principal balances, without any distinction
among Classes. No principal will be payable on the Lease Trust Certificates
until the Notes have been paid in full.
The Stated Maturity of the Class A-1 Notes will be the _____ 15, 199_
Payment Date. The Stated Maturity of the Class A-2 Notes and the Class A-3
Notes will be the ________ 15, 199_ Payment Date. However, payment in full of
any Class of Notes could occur earlier than such date as described herein.
PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS SET FORTH UNDER
"SPECIAL CONSIDERATIONS" HEREIN.
THERE IS CURRENTLY NO SECONDARY MARKET FOR THE NOTES OFFERED HEREBY.
THE UNDERWRITER EXPECTS, BUT WILL NOT BE OBLIGATED, TO MAKE A MARKET IN THE
NOTES. THERE CAN BE NO ASSURANCE THAT A SECONDARY MARKET FOR ANY OF THE NOTES
WILL DEVELOP OR, IF ONE DOES DEVELOP, THAT IT WILL PROVIDE THE NOTEHOLDERS WITH
LIQUIDITY OF INVESTMENT OR THAT IT WILL CONTINUE FOR THE LIFE OF THE NOTES
OFFERED HEREBY.
2
<PAGE> 5
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE TRANSFEROR, THE ISSUER, THE ADMINISTRATIVE AGENT
OR THE UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS,
NOR ANY SALE MADE HEREUNDER, SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
UNTIL ____________, 1995 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS),
ALL DEALERS EFFECTING TRANSACTIONS IN THE NOTES, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Reports to Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Special Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Ford Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
The Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Property of the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
FCTT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
The Transferor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Series 1995-1 Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
The Leases and Leased Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Maturity, Prepayment and Yield Considerations . . . . . . . . . . . . . . . . . . . . . . . 34
Pool Factors and Trading Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . 35
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Description of the Administrative Agency Agreement . . . . . . . . . . . . . . . . . . . . 49
Additional Document Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Ratings of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Certain Legal Aspects of FCTT and the Series 1995-1 Certificates . . . . . . . . . . . . . 62
Certain Legal Aspects of the Leases and Leased Vehicles . . . . . . . . . . . . . . . . . . 65
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Certain State Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Glossary of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
</TABLE>
3
<PAGE> 6
INCORPORATION BY REFERENCE
Ford Motor Credit Company ("Ford Credit") is subject to the reporting
requirements under the Securities Exchange Act of 1934, as amended. Ford
Credit's Annual Report on Form 10-K for the year ended December 31, 1993, Ford
Credit's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994,
June 30, 1994 and September 30, 1994 and Ford Credit's Current Reports on Form
8-K dated January 11, 1994, February 11, 1994, February 25, 1994, March 18,
1994, April 14, 1994, May 11, 1994, June 27, 1994, August 22, 1994, October 17,
1994, October 31, 1994, December 9, 1994, January 17, 1995, February 13, 1995,
February 17, 1995 and February 21, 1995 are incorporated in this Prospectus by
reference. All documents filed by Ford Credit pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of
this Prospectus and prior to the termination of the offering of the Notes shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Such reports include, and
such documents may include, information concerning Ford Motor Company, as well
as Ford Credit.
Ford Credit undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated by reference in this Prospectus
other than exhibits to such documents. Written or telephonic requests for such
documents should be directed to Ford Motor Credit Company, The American Road,
Dearborn, Michigan 48121, Attention: Public Affairs Department (Telephone:
313-584-1096).
AVAILABLE INFORMATION
RCL Trust 1995-1, as originator of the Issuer, has filed a
Registration Statement under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission (the "Commission") on behalf of the Issuer
with respect to the Notes offered pursuant to this Prospectus. For further
information, reference is made to the Registration Statement and amendments
thereof and to the exhibits thereto, which are available for inspection without
charge at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade Center, 13th Floor,
New York, New York 10048; and Northwest Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of the Registration Statement and amendments
thereof and exhibits thereto may be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.
REPORTS TO NOTEHOLDERS
Unless and until Definitive Notes are issued, quarterly unaudited
reports containing information concerning the Issuer will be prepared by the
Administrative Agent and sent by the Indenture Trustee on behalf of the Issuer
only to Cede & Co. ("Cede"), as nominee of The Depository Trust Company
("DTC") and registered holder of the Notes. See "Description of the
Notes--Book-Entry Registration." Such reports will not constitute financial
statements prepared in accordance with generally accepted accounting
principles. See "Pool Factors and Trading Information" for additional
information concerning periodic reports to Noteholders.
4
<PAGE> 7
SUMMARY
The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus. Certain
capitalized terms used herein are defined in the "Glossary of Terms" or
elsewhere in this Prospectus.
<TABLE>
<S> <C>
Overview . . . . . . . As more fully described herein, Dealers located in California, New York and Pennsylvania have
originated certain retail lease contracts for automobiles and light-duty trucks on or after
____________, 1994 and have assigned and will assign such lease contracts and the related vehicles to
the Ford Credit Titling Trust ("FCTT"), a trust established by Ford Credit and Ford Credit Leasing, a
special purpose wholly-owned subsidiary of Ford Credit. Ford Credit and Ford Credit Leasing are the
initial beneficiaries of FCTT and have instructed the Administrative Agent to select, in accordance
with certain eligibility criteria, Leases and Leased Vehicles held by FCTT to be designated as Series
1995-1 Assets. On the Closing Date, the Series 1995-1 Certificates representing the beneficial
interest in the Series 1995-1 Assets will be issued to Ford Credit and Ford Credit Leasing. Immediately
thereafter, Ford Credit and Ford Credit Leasing will contribute their Series 1995-1 Certificates to the
Transferor which in turn will transfer the Series 1995-1 Certificates to the Issuer. The Issuer will
issue the Notes pursuant to the Indenture and will pledge the Series 1995-1 Certificates to the
Indenture Trustee as security for the Notes.
Pursuant to the Program Operating Lease the Issuer will lease the Series 1995-1 Certificates,
subject to the lien securing the Notes, back to the Transferor in exchange for the obligation of the
Transferor to make certain payments during the period that each underlying Series 1995-1 Leased Vehicle
is subject to the Program Operating Lease. Such payments (the "Program Operating Lease Payments")
generally will be equal to the Monthly Payments scheduled to be made by Obligors under the Series
1995-1 Leases, any amounts scheduled to be paid in respect of Excess Wear and Tear and Excess Mileage
by Obligors under the Series 1995-1 Leases and an amount equal to the Adjusted Balance Subject to Lease
Charges of Series 1995-1 Leased Vehicles which are sold before their Scheduled Lease End Dates. The
Issuer will apply such Program Operating Lease Payments, along with certain proceeds from Series 1995-1
Leased Vehicles which are sold on or after their Scheduled Lease End Dates, to pay interest and
principal on the Notes and the Lease Trust Certificates in accordance with their respective terms. On
the Closing Date, the Transferor will establish the Reserve Account and Ford Credit will issue the
Limited RV Guaranty for the benefit of the Issuer. The Reserve Account will secure the Transferor's
obligation to make Program Operating Lease Payments on a quarterly basis in an amount equal to (x)
interest due on the Notes and Lease Trust Certificates, (y) a specified portion of principal received
on the Series 1995-1 Leases and (z) the Uncollected Excess Wear and Tear and Excess Mileage on the
Series 1995-1 Leases. The Limited RV Guaranty will provide limited coverage of shortfalls between the
amounts realized from the sale of Series 1995-1 Leased Vehicles following scheduled terminations of the
related Series 1995-1 Leases (including amounts collected in respect of Excess Wear and Tear and Excess
Mileage and reduced by amounts required to be remitted to the Obligor under applicable law) and the
Residual Values (as such Residual Values are decreased by Uncollected Excess Wear and Tear and Excess
Mileage) of such Series 1995-1 Leased Vehicles. Amounts payable to the Issuer with respect to the
Series 1995-1 Certificates and the Program Operating Lease (including amounts drawn from the Reserve
Account and the Limited RV Guaranty) will be applied to pay interest on and principal of the Notes.
The Issuer has pledged such amounts to the Indenture Trustee to secure payment of the Notes.
</TABLE>
5
<PAGE> 8
<TABLE>
<S> <C>
The Issuer . . . . . . Ford Credit Auto Lease Trust 1995-1, established pursuant to the Lease Trust Agreement.
The Lease Trustee . . . __________, as Lease Trustee under the Lease Trust Agreement.
The Indenture Trustee . __________, as Indenture Trustee under the Indenture.
The Administrative
Agent and Limited
Guarantor . . . . . . . Ford Credit, a wholly owned subsidiary of Ford Motor Company, is the Administrative Agent and the
provider of the Limited RV Guaranty. See "Description of the Administrative Agency Agreement" and
"Description of the Notes--Limited RV Guaranty."
Ford Credit Leasing . . Ford Credit Leasing Company, Inc., a wholly-owned special purpose subsidiary of Ford Credit.
The Transferor . . . . The Transferor will be formed by Ford Credit and Ford Credit Leasing as a Delaware business trust
pursuant to the RCL Trust Agreement. See "The Transferor."
The Notes . . . . . . . On the Closing Date the Issuer will issue, pursuant to the Indenture, Class A-1 Notes in an initial
principal balance of $__________; Class A-2 Notes in an initial principal balance of $__________; and
Class A-3 Notes in an initial principal balance of $__________. Concurrently with the issuance of the
Notes, the Issuer will issue Lease Trust Certificates in an initial principal balance of $________.
The Lease Trust Certificates are not being offered hereby.
Interest . . . . . . . Accrued interest on the aggregate principal balance of the Notes will be payable on each Payment
Date to Noteholders of record on the Record Date. Interest will be calculated based on a 360-day year
of twelve 30- day months. See "Description of the Notes--Interest."
Principal . . . . . . . Principal of the Notes will be paid on each Payment Date from the Total Available Funds (which is
net of the Administrative Agent Fee and the Comerica Fee) remaining after giving effect on such Payment
Date to (i) payment of interest on each Class of Notes outstanding and on the Lease Trust Certificates,
(ii) payment of the Limited RV Guaranty Fee and (iii) the deposit to the Reserve Account of the Reserve
Account Deposit Amount, if any. Principal of the Notes will be paid to holders of each Class of Notes
sequentially until the principal balance of such Class is reduced to zero. No principal payments will
be made (i) on the Class A-2 Notes until the principal balance of the Class A-1 Notes has been reduced
to zero, (ii) on the Class A-3 Notes until the principal balance of the Class A-1 Notes and the Class
A-2 Notes have each been reduced to zero, and (iii) on the Lease Trust Certificates until the
principal balance of the Class A-3 Notes has been reduced to zero; provided that if an Event of
Default under the Indenture has occurred and the maturity of the Notes has been accelerated, principal
payments will be made on a pro rata basis to holders of the Class A-1 Notes, the Class A-2 Notes and
Class A-3 Notes based on their respective principal balances without any distinction among Classes.
As described in "Description of the Notes--The Indenture Cash Flows," the "Total Available Funds" on
deposit in the Payment Account on any Payment Date will be equal to the sum of the Available Funds, the
Reserve Account Draw Amount, the Reserve Account Release Amount and the RV Guaranty Draw Amount, and
the "Available Funds" on deposit in the Collection Account on any Payment Date will be
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equal to the Collections deposited therein on each of the two Distribution Dates preceding and the
Distribution Date occurring on such Payment Date plus the Aggregate Net Sale Proceeds Advances and
Aggregate Net Monthly Payment Advances deposited on such Payment Date. See "Description of the
Notes--Reserve Account Withdrawals and Deposits" for a description of how the Reserve Account Draw
Amount and the Reserve Account Release Amount are calculated and "Description of the Notes--Limited RV
Guaranty" for a description of how the RV Guaranty Draw Amount is calculated. See also "Description of
the Notes--Principal" and "--The Indenture Cash Flows."
Optional
Redemption
of the Notes . . . . . The Administrative Agent may, at its option, purchase the Series 1995-1 Certificates on any Payment
Date on which the Pool Balance has declined to less than 10% of the Initial Pool Balance. The Initial
Pool Balance will exceed the initial aggregate principal balance of the Notes by __%. The Issuer does
not anticipate, although no assurances can be given, that the Pool Balance will decline to a level
permitting the Administrative Agent to purchase the Series 1995-1 Certificates while the Notes are
outstanding. If, however, such a decline occurs and the Administrative Agent exercises such option, the
Notes are subject to redemption in whole, but not in part, on the Payment Date of such exercise. See
"Description of the Notes--Optional Redemption."
FCTT . . . . . . . FCTT was formed pursuant to the FCTT Agreement. As of the date of this Prospectus, the primary
assets of FCTT are Leases and Leased Vehicles assigned to it by Dealers located in California, New York
and Pennsylvania and all amounts payable in connection therewith. See "FCTT--Creation of FCTT by Ford
Credit and Ford Credit Leasing." Until Series 1995-1 Assets are designated and Series 1995-1
Certificates are issued in connection with the securitization described in this Prospectus, Ford Credit
and Ford Credit Leasing will be the only beneficiaries of FCTT. Ford Credit will hold an Exchangeable
Beneficial Certificate (an "EBC") representing a 98% beneficial interest in FCTT and the FCTT Assets
and Ford Credit Leasing will hold an EBC representing a 2% beneficial interest in FCTT and the FCTT
Assets. After the issuance of the Series 1995-1 Certificates on the Closing Date, the EBCs will
represent the interest in the FCTT Assets other than the Series 1995-1 Assets and any other Series
Specified Assets which are designated from time to time. See "FCTT--Exchangeable Beneficial
Certificates and Specified Beneficial Certificates."
Payments by or on behalf of Obligors made on or in respect of FCTT Assets other than the Series
1995-1 Assets will not be available to make payments on the Notes or the Lease Trust Certificates.
Neither Ford Credit nor Ford Credit Leasing, as holders of the EBCs, nor holders of any subsequently
issued Specified Beneficial Certificates ("SBCs") will have any interest in the Series 1995-1 Assets.
The Series 1995-1
Assets . . . . . . . The Series 1995-1 Leases will consist of a pool of retail closed-end lease contracts originated by
Dealers and assigned to FCTT. Each Series 1995-1 Lease is an operating lease for accounting purposes
and will be purchased by FCTT, together with the related Series 1995-1 Leased Vehicle, from the Dealer
for an amount equal to the Balance Subject to Lease Charges. The Obligor under each Series 1995-1 Lease
is obligated to make a fixed total monthly payment (a "Total Monthly Payment") to the Administrative
Agent, acting on behalf of FCTT and the holders of the Series 1995-1 Certificates, equal to the sum of
(i) the Monthly Payment, (ii) the Use and Lease Tax
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Amount (payable to tax authorities), and (iii) the Vehicle Insurance and Maintenance Amount (payable
to Dealers). Only the Monthly Payment portion of each Total Monthly Payment is available to holders of
the Series 1995-1 Certificates. See "Description of the Administrative Agency Agreement--Remittance of
Payments; Allocation of Funds."
The Monthly Payments remitted by Obligors will be used to make Program Operating Lease Payments to
the Issuer and are included in the Total Available Funds used to pay interest on and principal of the
Notes and Lease Trust Certificates. See "Description of the Notes--The Indenture Cash Flows."
The Series 1995-1 Leases consist of ________ individual Leases. The aggregate Balance Subject to
Lease Charges of the Series 1995-1 Leases as of their respective dates of origination was $_________.
As of the Series 1995-1 Cut-Off Date, the Pool Balance was $_________ (the "Initial Pool Balance") and
the aggregate Residual Values of the Series 1995-1 Leased Vehicles were $________. The Series 1995-1
Leases and Series 1995-1 Leased Vehicles were selected by the Administrative Agent at the direction of
Ford Credit and Ford Credit Leasing as holders of the EBCs from FCTT's portfolio of Leases and Leased
Vehicles, based upon the General Eligibility Criteria and the Specific Eligibility Criteria described
herein. See "The Leases and Leased Vehicles," "FCTT--Exchangeable Beneficial Certificates and
Specified Beneficial Certificates" and "Additional Document Provisions--Representations, Warranties and
Covenants."
The Series 1995-1
Certificates . . . . . The Series 1995-1 Certificates will represent in the aggregate a 100% beneficial interest in the
Series 1995-1 Assets and will entitle the holders thereof to all proceeds of and payments in connection
with the Series 1995-1 Assets. The Series 1995-1 Certificates will not evidence legal title to or
direct ownership of the Series 1995-1 Assets nor will they represent a beneficial interest in any FCTT
Assets other than the Series 1995-1 Assets. See "FCTT--Exchangeable Beneficial Certificates and
Specified Beneficial Certificates."
Contribution, Transfer,
and Lease of Series
1995-1 Certificates . . On the Closing Date, Ford Credit and Ford Credit Leasing each will contribute their respective
Series 1995-1 Certificates to the Transferor pursuant to the Asset Contribution Agreement. The
Transferor will transfer the Series 1995-1 Certificates to the Issuer pursuant to the Transfer
Agreement. Subject to the pledge by the Issuer of its interest in such Series 1995-1 Certificates to
the Indenture Trustee to secure payment of the Notes, the Issuer will lease the Series 1995-1
Certificates back to the Transferor pursuant to the Program Operating Lease. The Transferor will
assign 1% of all of its assets and obligations, including its rights and obligations under the Program
Operating Lease and the Transferor Lease Trust Certificate, to Ford Credit Leasing. For convenience,
however, these rights and obligations are referred to herein as rights and obligations of the
Transferor. See "The Transferor--Creation by Ford Credit and Ford Credit Leasing."
Under the Program Operating Lease, the Transferor will be entitled to receive all payments and
proceeds with respect to the Series 1995-1 Certificates during the term of the Program Operating Lease
and will be required to pay such proceeds to the Issuer. Because the Program Operating Lease expires
with respect to the portion of the Series 1995-1 Certificates representing the beneficial interest in a
Series 1995-1 Leased Vehicle at the end of the related Series 1995-1 Lease (and before the
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subsequent sale of such Series 1995-1 Leased Vehicle), the Issuer will receive directly the proceeds
from the sale of Series 1995-1 Leased Vehicles following scheduled termination of the related Series
1995-1 Leases. Except for certain amounts allocated for payment to the Transferor in the event that a
Series 1995-1 Leased Vehicle is sold for more than its Residual Value (as reduced by Uncollected Excess
Wear and Tear and Excess Mileage) at the end of the related Series 1995-1 Lease, all payments and
proceeds with respect to Series 1995-1 Assets will be paid through to the Issuer either as holder of
the Series 1995-1 Certificates or as lessor under the Program Operating Lease. See "Series 1995-1
Certificates."
Property of the Issuer;
Pledge to the
Indenture Trustee . . . Pursuant to the Indenture and prior to entering into the Program Operating Lease, the Issuer will
pledge its interest in the Lease Trust Estate to secure its obligation to pay interest and principal on
the Notes. The "Lease Trust Estate" consists of (i) the rights of the Issuer under the Series 1995-1
Certificates, (ii) the rights under the Program Operating Lease, (iii) all funds on deposit from time
to time in the Collection Account, Payahead Account and Payment Account and all investment income and
proceeds thereof, (iv) the rights of the Transferor under the Asset Contribution Agreement, (v) the
rights as beneficiary of the Limited RV Guaranty, (vi) the rights as holder of the Series 1995-1
Certificates under the Administrative Agency Agreement and the Series 1995-1 Supplement, (vii) the
security interest of the Issuer in amounts credited to the Reserve Account and the right to make
withdrawals therefrom and (viii) all proceeds of the foregoing. See "Property of the Issuer" and
"Series 1995-1 Certificates--Pledge of the Series 1995-1 Certificates to the Indenture Trustee."
Transferor Leased
Vehicle Purchase
Option . . . . . . . Under the Program Operating Lease, the Transferor may, at its option, purchase the Issuer's
beneficial interest in any Series 1995-1 Leased Vehicle which is not purchased by the related Dealer or
Obligor following the Scheduled Lease End Date of the related Series 1995-1 Lease, by paying to the
Issuer an amount equal to the Residual Value of such Series 1995-1 Leased Vehicle minus any amounts due
from the related Obligor for Uncollected Excess Wear and Tear and Excess Mileage (such amount, the
"Transferor Purchase Option Price"). The Transferor will only exercise such option if neither the
Obligor nor the Dealer exercises its option to purchase the Series 1995-1 Leased Vehicle and the Sale
Proceeds of such Series 1995-1 Leased Vehicle exceed the Transferor Purchase Option Price. Because the
Transferor intends to exercise this option when available, Sale Proceeds received by the Issuer with
respect to any Series 1995-1 Leased Vehicle the related Series 1995-1 Lease of which terminated on or
after its Scheduled Lease End Date will never exceed the Transferor Purchase Option Price. The
Transferor will retain any excess of the Sale Proceeds of such Series 1995-1 Leased Vehicle over the
related Transferor Purchase Option Price, and such amounts will not be available to pay interest or
principal on the Notes. See "Series 1995-1 Certificates--Lease of the Series 1995-1 Certificates to the
Transferor."
Reserve Account . . . . Amounts on deposit in the Reserve Account from time to time (the "Reserve Account Amount") are
available to cover shortfalls in the Basic Payment portion of Program Operating Lease Payments. The
"Basic Payment," as of any Payment Date, is the sum of (i) the Required Interest Payment, (ii) the
portion of the Pool Balance Decline resulting from the termination of Series 1995-1 Leases before their
respective Scheduled Lease End Dates and (iii) the Uncollected Excess Wear and Tear and
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Excess Mileage with respect to Series 1995-1 Leases for such Accrual Period. The "Initial Reserve
Account Deposit" is $________. On each Payment Date on which the Reserve Account Amount is less than
the Required Reserve Account Amount for such Payment Date, after giving effect to any withdrawal of a
Reserve Account Draw Amount on such Payment Date, the Indenture Trustee will deposit, from Total
Available Funds, the Reserve Account Deposit Amount, if any, in the Reserve Account. The "Required
Reserve Account Amount" as of any Payment Date will be the lesser of (i) __% of the Pool Balance as of
the last day of the related Accrual Period and (ii) the sum of the aggregate principal balance of the
Notes and the Lease Trust Certificates as of such Payment Date, before giving effect to any payments
made on such Payment Date; provided that the Required Reserve Account Amount will not in any event be
less than $__________. On each Payment Date, the Indenture Trustee will, if necessary, withdraw the
Reserve Account Draw Amount from the Reserve Account and use such amount to pay the Program Operating
Lease Payments. To the extent that on any Payment Date the Reserve Account Amount is greater than the
Required Reserve Account Amount, after giving effect to any withdrawal of a Reserve Account Draw Amount
on such Payment Date, the Indenture Trustee will release the Reserve Account Release Amount from the
Reserve Account. The Reserve Account Release Amount, if any, and the Reserve Account Draw Amount, if
any, will be included in the Total Available Funds available for distribution to Noteholders and Lease
Trust Certificateholders. See "Description of the Notes--Reserve Account Withdrawals and Deposits" and
"-- The Indenture Cash Flows."
Limited RV
Guaranty . . . . . . . The Limited RV Guaranty, issued by Ford Credit in favor of the Issuer, will cover the shortfall, if
any, between (x) the Residual Value (as decreased by Uncollected Excess Wear and Tear and Excess
Mileage) of a Series 1995-1 Leased Vehicle the related Series 1995-1 Lease of which terminated on or
after its Scheduled Lease End Date and (y) proceeds from the sale thereof (including amounts collected
in respect of Excess Wear and Tear and Excess Mileage and reduced by amounts required to be remitted to
the Obligor under applicable law). If the Transferor exercises its option to purchase a Series 1995-1
Leased Vehicle, the proceeds from the sale available to the Issuer will be limited to the Transferor
Purchase Option Price.
The Limited RV Guaranty will not exceed an aggregate amount of $______ for all Series 1995-1 Leased
Vehicles. No reinstatement will be made for amounts drawn under the Limited RV Guaranty. See
"Description of the Notes--Limited RV Guaranty." The Limited RV Guaranty will not cover shortfalls, if
any, in proceeds from the sale of Series 1995-1 Leased Vehicles as a result of early terminations
(voluntary or liquidations) or shortfalls in Monthly Payments from or amounts owed in respect of Excess
Wear and Tear and Excess Mileage by Obligors. Any such shortfalls will be covered, to the extent
necessary for the Transferor to make the Basic Payment under the Program Operating Lease and to the
extent funds are available therefor, by amounts on deposit in the Reserve Account. As compensation for
providing the Limited RV Guaranty, Ford Credit will be entitled to receive the Limited RV Guaranty Fee
on each Payment Date. See "Description of the Notes--Limited RV Guaranty" and "--The Indenture Cash
Flows."
Overcollateralization . On the Closing Date, the Issuer will acquire the Series 1995-1 Certificates representing a
beneficial interest in Series 1995-1 Assets with an Initial Pool Balance of $____. Because the initial
principal balance of the Notes and Lease Trust Certificates constitutes __% of the Initial Pool Balance
as of the Closing Date, the remaining portion of the Initial Pool Balance provides
overcollateralization for the benefit of the Notes and the Lease Trust Certificates. When the
principal balance of the Notes and
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the Lease Trust Certificates have each been reduced to zero, the Issuer will be dissolved and the
remaining assets, including the Series 1995-1 Certificates, will be distributed to the Transferor.
See "The Issuer--Capitalization of the Issuer."
The Administrative
Agent . . . . . . . The Administrative Agent will act as servicer with respect to all Leases and Leased Vehicles owned
by FCTT (including the Series 1995-1 Leases and Series 1995-1 Leased Vehicles) and will be the
custodian of the related Lease Files. The Administrative Agent will receive the Administrative Agent
Fee and the Supplemental Administrative Agent Fee as additional compensation for servicing the Series
1995-1 Assets (including disposing of Series 1995-1 Leased Vehicles) and administering the distribution
of funds in respect thereof. Amounts paid by Obligors and proceeds from the disposition of Series
1995-1 Leased Vehicles are first applied to pay the Administrative Agent Fee before such amounts are
deposited in the Collection Account for distribution to the holders of the Series 1995-1 Certificates.
See "Description of the Administrative Agency Agreement."
Administrative
Purchases . . . . . . . Ford Credit and Ford Credit Leasing, as holders of the EBCs, will be required to purchase the
beneficial interest in any Series 1995-1 Lease and Series 1995-1 Leased Vehicle as to which (i) all of
the Specific Eligibility Criteria and General Eligibility Criteria were not satisfied on the Series
1995-1 Cut-Off Date, (ii) an uncured breach of certain covenants by the Administrative Agent has
occurred, (iii) the Administrative Agent has granted a Term Extension or (iv) the Series 1995-1 Leased
Vehicle is relocated to a jurisdiction in which FCTT is not authorized to hold the related certificate
of title. Any such purchase shall be effected by the deposit of the Administrative Purchase Amount in
the Collection Account on the Distribution Date following discovery of such occurrence. See
"Description of the Administrative Agency Agreement--Administrative Purchases."
Monthly
Payment Advances . . . The Administrative Agent will be obligated to make a Monthly Payment Advance in an amount equal to
any unpaid portion of the Monthly Payments due under a Series 1995-1 Lease during an Accrual Period,
but only if the Administrative Agent determines, in its sole discretion, that such Monthly Payment
Advance will be recoverable from subsequent Collections on such Series 1995-1 Lease (excluding Sale
Proceeds). See "Description of the Notes--Advances" and "Description of the Administrative Agency
Agreement--Monthly Payment Advances."
Sale Proceeds
Advances . . . . . . . The Administrative Agent will be obligated to make a Sale Proceeds Advance in an amount equal to the
Residual Value of any Series 1995-1 Leased Vehicle which has not been sold by the last business day of
the Accrual Period in which the Scheduled Lease End Date of the related Series 1995-1 Lease occurred,
but only if the Administrative Agent determines, in its sole discretion, that such Sale Proceeds
Advance will be recoverable from the Sale Proceeds of such Series 1995-1 Leased Vehicle. See
"Description of the Notes--Advances" and "Description of the Administrative Agency Agreement--Advances
of Sale Proceeds."
Tax Status . . . . . . In the opinion of Special Tax Counsel for federal income tax purposes (i) the Notes will be
characterized as debt and (ii) FCTT, the Transferor and the Issuer will not be subject to taxation at
the entity level. In the opinion of Michigan Tax Counsel, assuming the foregoing characterizations for
federal income tax purposes, (i) the Notes will be characterized as debt for Michigan income and
single business tax purposes, (ii) none of FCTT, the Transferor or the Issuer will incur a liability
under
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either the Michigan single business tax or the Michigan income tax at the entity level and (iii)
Holders not otherwise subject to tax in Michigan would not become subject to tax in Michigan solely
because of a Holder's ownership of the Notes. See "Certain Federal Income Tax Consequences" and
"Certain State Tax Consequences" for additional information concerning the application of federal
income tax and Michigan tax laws, respectively.
ERISA
Considerations . . . . Subject to the considerations discussed under "ERISA Considerations," the Notes are eligible for
purchase by employee benefit plans.
Ratings of
the Notes . . . . . . . It is a condition of the issuance of the Class A-1 Notes that the Class A-1 Notes be rated "AAA" or
its equivalent by at least one Rating Agency. It is a condition of the issuance of the Class A-2 Notes
that the Class A-2 Notes be rated "AAA" or its equivalent by at least one Rating Agency. It is a
condition of the issuance of the Class A-3 Notes that the Class A-3 Notes be rated no lower than "A" or
its equivalent by at least one Rating Agency. The rating of the Class A-3 Notes is based in part on
the rating of Ford Credit as the provider of the Limited RV Guaranty. There can be no assurance that
such ratings will not be lowered or withdrawn by a Rating Agency if circumstances so warrant. See
"Ratings of the Notes," "Special Considerations--ERISA Liabilities; Effect on Ratings" and "--Rating of
Class A-3 Notes Dependent on Ford Credit Performance Under Limited RV Guaranty."
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SPECIAL CONSIDERATIONS
LIMITED LIQUIDITY
There is currently no secondary market for the Notes offered hereby.
The Underwriter expects, but will not be obligated, to make a market in the
Notes. There can be no assurance that a secondary market for any of the Notes
will develop or, if one does develop, that it will provide the Noteholders with
liquidity of investment or that it will continue for the life of the Notes
offered hereby.
LIMITED ASSETS
The assets of the Issuer, which have been pledged to the Indenture
Trustee to secure the payment of interest and principal on the Notes, are
limited to the Lease Trust Estate, including the interest in the Series 1995-1
Certificates retained by the Issuer under the Program Operating Lease, the
right to receive payments from the Transferor under the Program Operating
Lease, a security interest in the amounts credited to the Reserve Account to
secure certain of the payments required under the Program Operating Lease and
the rights as beneficiary of the Limited RV Guaranty. The Issuer will not
have, nor is it permitted or expected to have, any other significant assets or
other sources of funds. The Notes represent obligations of the Issuer, and are
not insured or guaranteed by the Transferor, Ford Credit, Ford Credit Leasing,
the RCL Trustee, the Lease Trustee, the Indenture Trustee or any other person
or entity. Moreover, although payment of interest and principal on the Notes
is ultimately dependent on the payments made under the Series 1995-1 Leases by
Obligors and proceeds from the disposition of the Series 1995-1 Leased
Vehicles, neither the Issuer nor the Transferor has a direct ownership interest
in any Series 1995-1 Lease or a direct ownership interest or perfected security
interest in any Series 1995-1 Leased Vehicle. Because the interest of the
Indenture Trustee, as pledgee of the Issuer, is in the Series 1995-1
Certificates and other assets described above and not in the Series 1995-1
Assets, upon the occurrence of an Event of Default, the Indenture Trustee would
have no rights with respect to either the Series 1995-1 Leases or the Series
1995-1 Leased Vehicles but instead would be limited to exercising its rights
with respect to the Series 1995-1 Certificates and the other assets described
above. See "Property of the Issuer."
LIMITED OBLIGATIONS OF THE ISSUER, THE TRANSFEROR, FORD CREDIT AND FORD CREDIT
LEASING
The Notes are solely obligations of the Issuer, and neither the
Transferor, Ford Credit nor Ford Credit Leasing is obligated to pay interest on
or principal of the Notes (except indirectly to the extent of payments required
under the Program Operating Lease and the Limited RV Guaranty). The
Transferor's obligation to the Issuer, and Ford Credit Leasing's obligation to
the Issuer, is limited to making Program Operating Lease Payments as required
under the Program Operating Lease. If, after application of amounts on deposit
in the Reserve Account, the Transferor or Ford Credit Leasing does not have
sufficient funds to pay to the Issuer the Program Operating Lease Payments on
any Payment Date, the Noteholders could incur a loss on their investment.
Ford Credit's obligation to the Issuer to make up shortfalls in the
proceeds received in connection with the disposition of any Series 1995-1
Leased Vehicle after the scheduled expiration of the related Series 1995-1
Lease is limited to the total amount of the Limited RV Guaranty. Because the
Limited RV Guaranty is not reinstated, the aggregate amount of the Limited RV
Guaranty will be reduced by the amount, if any, paid under the Limited RV
Guaranty on any Payment Date. If the aggregate amount of the Limited RV
Guaranty is reduced to zero, the Noteholders could incur a loss on their
investment. The Limited RV Guaranty will be available only to cover shortfalls
in the amounts received for Series 1995-1 Vehicles after expiration of the
related Series 1995-1 Lease on or after its Scheduled Lease End Date. The
amount available to the Issuer from the sale of a Series 1995-1 Leased Vehicle
on or after its Scheduled Lease End Date will be reduced by the Uncollected
Excess Wear and Tear and Excess Mileage, if any, with respect to such vehicle.
In addition, the amount of Sale Proceeds received by the Issuer in the event
the Transferor exercises its option to purchase such vehicle is limited to its
Transferor Purchase Option Price (the Residual Value of such Series 1995-1
Leased Vehicle minus Uncollected Excess Wear
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and Tear and Excess Mileage, if any). Uncollected Excess Wear and Tear and
Excess Mileage will be a component of the Series 1995-1 Credit Loss with
respect to a Collection Period and, to the extent necessary for the Transferor
to make the Basic Payment under the Program Operating Lease with respect to any
Payment Date and to the extent funds are available therefor, will be covered by
amounts on deposit in the Reserve Account. See "Description of the
Notes--Limited RV Guaranty."
RESIDUAL VALUE RISK
The Residual Value of each Leased Vehicle, including each Series
1995-1 Leased Vehicle, is stated in the related Lease, including the Series
1995-1 Leases, and is determined by Ford Credit as Administrative Agent for
FCTT. Ford Credit sets the Residual Value for a particular model of Leased
Vehicle by reference to its estimate of the wholesale market value of such
model at the end of the Lease Term. However, in connection with sales
incentive programs for particular models, Ford Credit may increase the Residual
Values set forth in Leases to levels above its estimate of the wholesale market
values of such Leased Vehicles at the end of their respective Lease Terms, in
order to stimulate sales of particular models by reducing the amount of the
Total Monthly Payments which would be owed by Obligors. See "The Leases and
the Leased Vehicles--Delinquency, Repossession, Residual Value and Loss Data."
At the end of each Lease, each Leased Vehicle is either purchased by
the Obligor or the Dealer for a price greater than or equal to its Residual
Value or is returned to the Administrative Agent. For Series 1995-1 Leased
Vehicles which are purchased by the Obligor or Dealer, the full Residual Value
of such vehicles is applied to make distributions on the Series 1995-1
Certificates. To the extent that a Series 1995-1 Leased Vehicle is not
purchased by the related Obligor or Dealer, the Administrative Agent will sell
such Series 1995-1 Leased Vehicle at auction and proceeds of the sale will be
applied to make distributions on the Series 1995-1 Certificates. Any
shortfalls between (x) proceeds realized from the sale of Series 1995-1 Leased
Vehicles (including amounts collected in respect of Excess Wear and Tear and
Excess Mileage and reduced by amounts required to be remitted to the Obligor
under applicable law) after their respective Scheduled Lease End Dates and (y)
their respective Residual Values (as such Residual Values are decreased by
Uncollected Excess Wear and Tear and Excess Mileage) will reduce the amounts
available for distribution on the Series 1995-1 Certificates, and, to the
extent the Available RV Guaranty Amount is exhausted, the Noteholders could
suffer a loss on their investment. Any Sale Proceeds of a Series 1995-1 Leased
Vehicle which are in excess of its Residual Value minus Uncollected Excess Wear
and Tear and Excess Mileage will be paid to the Transferor and therefore will
not be available for distribution on the Series 1995-1 Certificates. See "The
Series 1995-1 Certificates--Lease of the Series 1995-1 Certificates to the
Transferor." There can be no assurance that the historical realization of the
Residual Values through purchases by the Obligor or a Dealer or from sale at
auction will be indicative of future realizations on the Series 1995-1 Leased
Vehicles. In addition, any shortfalls between Liquidation Proceeds and the
Adjusted Balance Subject to Lease Charges of the related Series 1995-1 Leased
Vehicle as of the date the related Series 1995-1 Lease became a Liquidated
Lease will also reduce the amounts available for distribution on the Series
1995-1 Certificates and, to the extent that the Reserve Account Amount is
exhausted, the Noteholders could suffer a loss on their investment.
GEOGRAPHIC, ECONOMIC AND OTHER FACTORS
The Dealers which originated the Series 1995-1 Leases are located, and
the Obligors generally are located, in California, New York or Pennsylvania.
Due to the geographic concentration in these three states adverse economic
conditions in one or more of these states may have a significant impact on the
performance of the Series 1995-1 Assets. Economic factors such as
unemployment, interest rates, the rate of inflation and consumer perceptions of
the economy may affect the rate of prepayment and defaults on the Series 1995-1
Leases. In addition, natural disasters in one or more of the states may affect
the rate of prepayment and defaults on the Series 1995-1 Leases and the ability
to realize the Residual Value of a Series 1995-1 Lease Vehicle upon sale.
These economic factors, as well as other factors such as consumer perceptions
of used vehicle values (and Ford vehicles in particular), may also affect the
ability to realize the Residual Value of a Series 1995-1 Leased Vehicle upon
sale.
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STRUCTURAL CONSIDERATIONS
Beneficial Interests
The Issuer does not directly own or have a perfected security interest
in the Leases or the Leased Vehicles which constitute the Series 1995-1 Assets.
Instead, title to the Series 1995-1 Assets is held by the FCTT Trustee on
behalf of FCTT which will issue the Series 1995-1 Certificates representing
beneficial interests in the Series 1995-1 Assets. Before the designation of
certain specified Leases and Leased Vehicles as the Series 1995-1 Assets and
the issuance of the Series 1995-1 Certificates, the EBCs, held by Ford Credit
and Ford Credit Leasing, will represent the beneficial interest in all of the
FCTT Assets. After the issuance of the Series 1995-1 Certificates, the FCTT
Trustee and the Administrative Agent are required to account separately for the
proceeds relating to the Series 1995-1 Assets and to the other FCTT Assets.
Neither the holders of the EBCs nor the holders of any other Series will have
any rights to the Series 1995-1 Assets, payments relating thereto or the
proceeds thereof. After the contribution of the Series 1995-1 Certificates by
Ford Credit and Ford Credit Leasing to the Transferor and the subsequent
transfer of such Series 1995-1 Certificates to the Issuer, the beneficial
interest in the Series 1995-1 Assets will be held by the Issuer, subject to the
pledge of the Series 1995-1 Certificates to the Indenture Trustee and the
rights of the Transferor under the Program Operating Lease.
Allocation of FCTT Liabilities
The FCTT Agreement provides that the holders of the Series 1995-1
Certificates are responsible for liabilities to third parties or to the FCTT
Trustee incurred in connection with any Series 1995-1 Assets and further
provides that the holders of the Series 1995-1 Certificates will not be
responsible for liabilities incurred in connection with the other assets of
FCTT. Holders of the EBCs will be responsible for any liabilities to third
parties or liabilities of FCTT incurred in connection with any Non-Specified
Assets, and the holders from time to time of any other Series will be
responsible for any liabilities to third parties and liabilities of FCTT
incurred in connection with the related Series Specified Assets. Such
allocations are not binding on third parties, and to the extent that
liabilities arising with respect to the assets of FCTT or imposed upon the FCTT
Trustee are not satisfied in accordance with the allocations described above,
the Series 1995-1 Assets could be used to satisfy such liabilities. To protect
against such liabilities, Ford Credit maintains self-insurance for the benefit
of itself and FCTT and maintains excess liability insurance policies naming
Ford Credit and FCTT as insured parties. In addition, Ford Credit and Ford
Credit Leasing have agreed to indemnify the Issuer and each will be liable as
if FCTT were a partnership and each were a general partner. If the Contingent
and Excess Liability Insurance is insufficient and Ford Credit and Ford Credit
Leasing fail to perform their obligations to indemnify the Issuer against such
liabilities and amounts otherwise distributable to Ford Credit and Ford Credit
Leasing as holders of the EBCs are insufficient to satisfy such liabilities,
the Series 1995-1 Assets, together with the other assets of FCTT, could be used
to satisfy the liabilities to third parties and to the FCTT Trustee, and the
Noteholders could incur a loss on their investment. See "Certain Legal Aspects
of FCTT and the Series 1995-1 Certificates--Insurance."
The Issuer does not own the Series 1995-1 Assets but instead has an
indirect beneficial interest therein. Therefore, a third-party creditor or
claimant who has a perfected security interest in or otherwise obtains a lien
on any Series 1995-1 Asset will have priority over the interest of the FCTT
Trustee. If such creditor or claimant has a claim on any Series 1995-1 Asset,
the effect is the same as if such creditor or claimant had a claim on the
Issuer and the Issuer owned such Series 1995-1 Asset (that is, the Issuer's
interest in the Series 1995-1 Asset would be subject to the prior perfected
claim). However, because other assets in addition to the Series 1995-1 Assets
are held by FCTT, and third-party creditors of FCTT are not bound by the
allocation of liabilities described above, a general creditor of FCTT may
obtain a lien either on all or any one of the Series 1995-1 Assets with
respect to a claim unrelated to such Series 1995-1 Assets or on all of the
assets of FCTT, including the Series 1995-1 Assets, regardless of whether such
claim would have been allocated to such Series 1995-1 Assets under the terms
of the FCTT Agreement.
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<PAGE> 18
Such liens could include judgment liens arising from either successful
claims under federal and state consumer protection laws with respect to Leases
and Leased Vehicles or from successful claims against FCTT arising from
operation of Leased Vehicles constituting assets of FCTT. Other general liens
which could arise include tax liens arising against the Transferor or the
Issuer, liens arising under various federal and state criminal statutes and
certain liens in favor of the Pension Benefit Guaranty Corporation (the
"PBGC"). See "--Consumer Protection Laws," "--ERISA Liabilities; Effect on
Ratings" and "--Vicarious Tort Liability." Ford Credit and Ford Credit Leasing
have each represented that as of the Series 1995-1 Cut-Off Date, there were no
creditors or claimants with respect to the Series 1995-1 Assets or FCTT.
The FCTT Assets are located in several states, the tax laws of which
vary. In the event that any state imposes a tax on FCTT at the entity level,
Ford Credit and Ford Credit Leasing have agreed to indemnify the holders of the
SBCs for the full amount of such taxes. If Ford Credit and Ford Credit Leasing
should fail to fulfill their respective indemnification obligations, amounts
otherwise distributable to them as holders of the EBCs will be used to satisfy
such indemnification obligations. However, it is possible that the Noteholders
could incur a loss on their investment because Ford Credit and Ford Credit
Leasing did not have sufficient assets available (including on the EBCs) to
satisfy such state tax liabilities.
The FCTT Agreement provides for Ford Credit and Ford Credit Leasing to
be liable as if FCTT were a partnership and each were a general partner to the
extent necessary after giving effect to the allocation of liabilities severally
to the holders of certificates representing their respective beneficial
interest in assets of FCTT. However, it is possible that the Noteholders could
incur a loss on their investment to the extent that any such claim was
allocable to the Issuer as holder of the Series 1995-1 Certificates either
because a lien arose in connection with the Series 1995-1 Assets or because
Ford Credit and Ford Credit Leasing did not have sufficient assets available
(including distributions on the EBCs) to satisfy such claimant or creditor in
full.
TERMINATION OF FCTT IN CERTAIN CIRCUMSTANCES
If an Insolvency Event occurs with respect to Ford Credit Leasing or
the Transferor, the FCTT Agreement provides that FCTT will be terminated, and
if an Insolvency Event occurs with respect to the Issuer, the FCTT Agreement
provides that FCTT will be terminated with respect to holding the Series 1995-1
Assets. In each case the FCTT Trustee is required to distribute the Series
1995-1 Assets to the holder of the Series 1995-1 Certificates. Because the
Issuer has pledged its rights to the Series 1995-1 Certificates to the
Indenture Trustee, such distribution would be made to the Indenture Trustee who
would be responsible for re-titling the Series 1995-1 Leased Vehicles. The
cost of such re-titling would reduce the amounts payable from the Series 1995-1
Assets which are available for payments of interest on and principal of the
Notes, and in such event the Noteholders could suffer a loss on their
investment.
INSOLVENCY OF FORD CREDIT; SUBSTANTIVE CONSOLIDATION WITH FORD CREDIT; TRUE
SALE; PREFERENCE RISK
As described under "Certain Legal Aspects of FCTT and the Series
1995-1 Certificates--Insolvency Related Matters," the transactions described
herein have been structured and the parties to the Basic Documents described
herein have undertaken to act in a manner such that the voluntary or
involuntary commencement of an insolvency-related case or proceeding under the
Bankruptcy Code or similar state laws by or against Ford Credit should not
result in either Ford Credit Leasing, FCTT or the Transferor becoming subject
to a similar case or proceeding, and should not result in the substantive
consolidation of the assets and liabilities of Ford Credit Leasing, FCTT or the
Transferor with those of Ford Credit for purposes of such case or proceeding.
Each of Ford Credit and Ford Credit Leasing intends that its transfer of its
Series 1995-1 Certificate to the Transferor be an absolute transfer (that is,
a "true sale") of all its interest in such Series 1995-1 Certificate, and each
will so treat and report such transfer for all relevant purposes. Special
counsel to Ford Credit will deliver a legal opinion to the effect that (i) the
assets and liabilities of each of Ford Credit Leasing, FCTT and the Transferor
would not be substantively consolidated with those of Ford Credit if Ford
Credit were to become the subject of a case under the Bankruptcy
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<PAGE> 19
Code, and (ii) the transfer of the Series 1995-1 Certificates by each of Ford
Credit and Ford Credit Leasing would constitute an absolute transfer of all
interest in such Series 1995-1 Certificates and, therefore, such Series 1995-1
Certificates (including payment thereon and the proceeds thereof) would not be
property of either Ford Credit or Ford Credit Leasing, as the case may be, if
either were to become the subject of a case under the Bankruptcy Code. Such
conclusions are reasoned conclusions, based upon various assumptions regarding
factual matters and future events, as to which there necessarily can be no
assurance, and such legal opinion should not be regarded as a guaranty of the
result a court would reach in an actual case before it. If Ford Credit
Leasing, FCTT or the Transferor were to become the subject of an insolvency-
related case or proceeding, or if a bankruptcy trustee, Ford Credit as debtor
in possession, a creditor or other party having standing were to assert that
Ford Credit Leasing, FCTT or the Transferor should be substantively
consolidated with Ford Credit, or that the transfer of the Series 1995-1
Certificates from Ford Credit (or, if applicable, Ford Credit Leasing) should
be recharacterized as a pledge of such Series 1995-1 Certificates to secure a
borrowing, then delays in payments on the Series 1995-1 Certificates or (in the
event of such an insolvency-related case or proceeding or should the court rule
in favor of such assertion) reductions in such payments could occur, resulting
in delays (or reductions) in payments on the Notes and a potential loss to
Noteholders on their investment.
If Ford Credit were to become the subject of a case under the
Bankruptcy Code, certain payments made by Ford Credit pursuant to the
Administrative Agency Agreement and the Limited RV Guaranty within a year
preceding the commencement of such case might be recoverable as preferential
transfers from Ford Credit. Such a case (or a similar case or proceeding under
applicable state law) with respect to Ford Credit also would be an event of
default under the Administrative Agency Agreement, which could result in the
removal of Ford Credit as Administrative Agent. Either of such occurrences
could adversely affect timely payment to Noteholders and, if payments
previously made by Ford Credit were to be recovered, losses to Noteholders
could result.
REQUIRED SALE OF ASSETS IN CERTAIN CIRCUMSTANCES
If an Insolvency Event occurs with respect to the Transferor (which is
intended to be a limited purpose business trust) or Ford Credit Leasing (which
is intended to be a special purpose corporation), the Lease Trust Agreement
provides that the Issuer will be dissolved and the Indenture Trustee will be
required to sell the assets of the Issuer, which consist primarily of the
Series 1995-1 Certificates, in a commercially reasonable manner and on
commercially reasonable terms. The proceeds from the sale of the assets of the
Issuer will be distributed to Noteholders and holders of Lease Trust
Certificates in the priority set forth in the Indenture, and if such proceeds
are not sufficient to pay the Notes in full, the amount of principal returned
to Noteholders would be reduced, and the Noteholders would incur a loss on
their investment. See "Additional Document Provisions--The Lease Trust
Agreement--Termination."
MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS
The rate of payment of principal and the yield to maturity on each
Class of Notes generally will be directly related to the rate at which payments
on the Series 1995-1 Leases and in respect of the Series 1995-1 Leased Vehicles
are received. To the extent that Obligors make Total Monthly Payments when due
(or the Administrative Agent makes Monthly Payment Advances) and the Residual
Values of Series 1995-1 Leased Vehicles are not realized until their respective
Scheduled Lease End Dates, the minimum principal payable quarterly to
Noteholders can be determined with certainty. Partial prepayments will be
treated as Payaheads and will not increase the rate of payment of principal of
the Notes because such payments will be held and paid out to Noteholders as
principal only when required to meet a shortfall in a subsequent payment from
the related Obligor. However, because the Residual Values of Series 1995-1
Leased Vehicles account for a large portion of the Pool Balance the rate of
payment of principal increases substantially in _____ 1997 when Series 1995-1
Leases begin to reach their Scheduled Lease End Dates. See "The Leases and
Leased Vehicles." Further, prepayment of the entire Adjusted Balance Subject
to Lease Charges of a Series 1995-1 Lease, whether in the form of Voluntary
Early Termination Proceeds, Liquidation Proceeds or Administrative Purchases,
will have the effect of increasing the rate
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<PAGE> 20
of payment of principal on the Notes. In addition, no principal will be paid
on any Class of Notes until each prior Class has been paid in full, unless an
Event of Default under the Indenture has occurred and the maturity of the Notes
has been accelerated, in which case principal will be paid on a pro rata basis
to the holders of the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes based on their respective principal balances without any distinction
among Classes. The rate of payment of principal of the Notes also will be
increased by the application to the payment of principal (after payment of
interest) on the Notes of the portion of the Monthly Payments, if any, not
applied to reduce the Pool Balance or to pay certain fees. To the extent
Series 1995-1 Leases which have higher Retail Operating Lease Factors are
prepaid faster than others, the amount of such additional portion of the
Monthly Payments available to pay principal of the Notes will be reduced. See
"Maturity, Prepayment and Yield Considerations."
CONSUMER PROTECTION LAWS
Numerous federal and state consumer protection laws and regulations,
including the federal Consumer Leasing Act of 1976 and Regulation M promulgated
by the Board of Governors of the Federal Reserve System, impose requirements on
retail lease contracts such as the Series 1995-1 Leases. These laws apply to
FCTT as the assignee of each Series 1995-1 Lease and may also apply to the
Issuer as holder of the Series 1995-1 Certificates which represent a beneficial
interest in the Series 1995-1 Leases, among other things. The failure of FCTT,
or the Administrative Agent acting on behalf of FCTT, to comply with such laws
and regulations may give rise to liabilities on the part of FCTT, and claims by
FCTT or the Administrative Agent acting on behalf of FCTT with respect to
Obligors may be subject to set-off as a result of such non-compliance.
Each of California, New York and Pennsylvania has adopted a "Lemon
Law" that provides users of vehicles, including lessees, certain rights with
respect to vehicles which are substandard. Such Lemon Laws apply with respect
to the Series 1995-1 Leased Vehicles. A successful claim under a Lemon Law
could result in, among other things, the termination of the related Series
1995-1 Lease and/or the refunding to the related Obligor of some portion of
Total Monthly Payments paid by such Obligor. Any such refund would reduce the
amounts distributed with respect to the Series 1995-1 Certificates, which
could, in certain circumstances, reduce the payments to Noteholders. See
"Certain Legal Aspects of the Leases and Leased Vehicles--Consumer Protection
Laws."
ERISA LIABILITIES; EFFECT ON RATINGS
It is possible that the PBGC could assert that the assets of FCTT,
including the Series 1995-1 Assets, should be subject to liens in favor of the
PBGC to satisfy any unpaid ERISA obligations of any member of an "affiliated
group" that includes Ford Credit, Ford Motor Company and their respective
affiliates. The ratings of the Notes may be downgraded in the event of any
unfunded ERISA liability of any member affiliated group. There are currently
no unfunded ERISA liabilities in the Ford affiliated group, although there can
be no assurance that the current level of funding will continue in the future.
See "Ratings of the Notes."
VICARIOUS TORT LIABILITY
Although FCTT will hold title to the Series 1995-1 Leased Vehicles and
the Issuer, as holder of the Series 1995-1 Certificates (subject to the pledge
to the Indenture Trustee and the rights of the Transferor under the Program
Operating Lease), will have a beneficial interest therein, the Series 1995-1
Leased Vehicles will be operated by the related Obligors and their respective
invitees. State laws differ as to whether anyone suffering injury to person or
property involving a leased vehicle may bring an action against the owner of
the vehicle merely by virtue of its ownership of the vehicle. To the extent
that applicable state law permits such an action, FCTT and the FCTT Assets,
including the Series 1995-1 Assets, may be subject to liability to such an
injured party. FCTT is named as an insured party under the Contingent and
Excess Liability Insurance. In the event that vicarious liability was imposed
on FCTT as owner of a Series 1995-1 Leased Vehicle (or, in certain
circumstances a Leased Vehicle that is not a Series 1995-1 Leased Vehicle) and
the coverage provided by the Contingent and Excess
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<PAGE> 21
Liability Insurance was insufficient to cover the full amount of such loss, and
Ford Credit and Ford Credit Leasing failed to perform their obligations to
indemnify the Issuer, the Noteholders could incur a loss on their investment.
See "--Structural Considerations," "Certain Legal Aspects of FCTT and the
Series 1995-1 Certificates" and "Certain Legal Aspects of the Leases and Leased
Vehicles--Vicarious Liability."
RATING OF THE CLASS A-3 NOTES DEPENDENT ON FORD CREDIT PERFORMANCE UNDER
LIMITED RV GUARANTY
Principal on the Class A-3 Notes is paid only after the principal
amount of the Class A-1 Notes and the Class A-2 Notes have each been reduced to
zero (except when an Event of Default has occurred, in which instance principal
is paid to all Classes pro rata). Consequently, repayment of such principal to
the Class A-3 Noteholders depends largely on proceeds from the disposition of
Series 1995-1 Leased Vehicles and, to the extent that such amounts are less
than the aggregate Residual Values of such Series 1995-1 Leases with respect to
any Payment Date, amounts paid by Ford Credit under the Limited RV Guaranty to
make up such shortfall. Because the obligation under the Limited RV Guaranty
is an unsecured obligation of Ford Credit, in the event of a downgrade in the
rating or ratings assigned to Ford Credit, the rating assigned to the Class A-3
Notes could be reduced. See "Ratings of the Notes" and "Description of the
Notes-Limited RV Guaranty."
ADMINISTRATIVE AGENT DEFAULT
Ford Credit is the Administrative Agent with respect to the Leases and
Leased Vehicles, including the Series 1995-1 Leases and Series 1995-1 Leased
Vehicles. Administrative Agent Events of Default may occur with respect to all
beneficiaries of FCTT, including the Issuer, or only with respect to one or
more Series. Upon the occurrence of an Administrative Agent Event of Default
with respect to all beneficiaries of FCTT, the FCTT Trustee, if so directed by
100% of the beneficiaries of FCTT (including the Indenture Trustee, as secured
party for the Issuer, as holder of the Series 1995-1 Certificates and any other
holder of a Series, but excluding Ford Credit and Ford Credit Leasing), may
terminate all of the rights and obligations of Ford Credit under the
Administrative Agency Agreement. Upon the occurrence of an Administrative
Agent Event of Default with respect to Series 1995-1, the Indenture Trustee may
terminate all of the rights and obligations of Ford Credit with respect to
Series 1995-1 only, and the FCTT Trustee will become the successor
Administrative Agent until such time as a successor Administrative Agent is
appointed pursuant to the terms of the Administrative Agency Agreement. Any
replacement of Ford Credit as Administrative Agent in servicing the Leases and
disposing of the Leased Vehicles could have an adverse effect on the timely
receipt of interest and principal by the Noteholders. See "Description of the
Administrative Agency Agreement--Administrative Agent Events of Default."
BOOK-ENTRY REGISTRATION
Each Class of the Notes will be initially represented by one or more
physical notes registered in the name of Cede or any successor nominee for DTC
and will not be registered in the names of the beneficial owners of Notes or
their nominees. Accordingly, unless and until Definitive Notes are issued,
holders of beneficial interests in Notes will not be recognized by the
Indenture Trustee as Noteholders and will only be able to exercise the rights
of Noteholders indirectly through DTC and its participating organizations. See
"Description of the Notes--Book-Entry Registration."
FORD CREDIT
Ford Credit was incorporated in Delaware in 1959 and is a wholly owned
subsidiary of Ford Motor Company ("Ford").
Ford Credit provides wholesale financing and capital loans to
franchised Ford vehicle dealers and other dealers associated with such dealers
and purchases retail installment sale contracts and retail leases from them.
Ford Credit also makes loans to vehicle leasing companies, the majority of
which are affiliated with such dealers.
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<PAGE> 22
In addition, a wholly-owned subsidiary of Ford Credit provides these financing
services in the United States to other vehicle dealers. More than 85% of all
new vehicles financed by Ford Credit are manufactured by Ford or its
affiliates. Ford Credit also provides retail financing for used vehicles built
by Ford and other manufacturers. In addition to vehicle financing, Ford Credit
makes loans to affiliates of Ford, finances certain receivables of Ford and its
subsidiaries, and offers diversified financing services which are managed by
USL Capital Corporation, a wholly owned subsidiary of Ford Holdings, Inc.
("Ford Holdings"). Ford Credit also manages the insurance businesses of The
American Road Insurance Company, a wholly owned subsidiary of Ford Holdings.
Ford Credit also is a significant equity participant in Ford Holdings whose
primary activities are consumer and commercial financing operations, insurance
underwriting and equipment leasing.
The mailing address of Ford Credit's executive offices is The American
Road, Dearborn, Michigan 48121. The telephone number of such offices is (313)
322-3000.
THE ISSUER
FORMATION OF THE ISSUER
The Issuer is a trust formed under the laws of the State of Delaware
pursuant to the Lease Trust Agreement solely for the purposes of the
transactions described in this Prospectus. After its formation, the Issuer
will not engage in any activity other than (i) issuing the Notes and Lease
Trust Certificates, (ii) using the proceeds from the sale of the Notes and
Lease Trust Certificates to acquire the Series 1995-1 Certificates and the
other property of the Lease Trust Estate, (iii) making payments on the Notes
and Lease Trust Certificates, (iv) entering into and performing its obligations
under the Basic Documents to which it is a party and (v) engaging in other
transactions, including entering into agreements, that are necessary, suitable
or convenient to accomplish the foregoing or are incidental thereto or
connected therewith.
CAPITALIZATION OF THE ISSUER
On the Closing Date, the Issuer will be capitalized with $__________
of Notes and $________ of Lease Trust Certificates. Transferor Lease Trust
Certificates with an aggregate initial principal balance of $________ will be
sold to the Transferor and Ford Credit Leasing and the remaining Lease Trust
Certificates will be sold to third party investors that are expected to be
unaffiliated with the Transferor, the Administrative Agent, their respective
affiliates or the Issuer. The proceeds from the sale of the Notes and the
Lease Trust Certificates will be used to pay the cash portion of the
acquisition price paid to the Transferor for the Series 1995-1 Certificates
pursuant to the Transfer Agreement. The remaining portion of the acquisition
price (the "Deferred Amount") will be paid by the Issuer to the holders of the
Transferor Lease Trust Certificates after the principal balance of the Notes
and the Lease Trust Certificates have each been reduced to zero, and then only
to the extent of any remaining payments or proceeds from the Series 1995-1
Certificates.
The following table illustrates the capitalization of the Issuer as of
the Closing Date, as if the issuance and sale of the Notes and Lease Trust
Certificates and the incurrence of the obligation to pay the Deferred Amount
had taken place on such date:
<TABLE>
<S> <C>
Class A-1 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $__________
Class A-2 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $__________
Class A-3 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $__________
Lease Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $__________
Deferred Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $__________
</TABLE>
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<PAGE> 23
THE LEASE TRUSTEE
__________, a ______ corporation, is the Lease Trustee under the Lease
Trust Agreement. The principal offices of __________ are located at
___________. The Transferor, Ford Credit and their affiliates may maintain
normal commercial banking relationships with the Lease Trustee and its
affiliates.
PROPERTY OF THE ISSUER
On the Closing Date, the Series 1995-1 Certificates will be
transferred to the Issuer pursuant to the Transfer Agreement. The Issuer will
then pledge its interest in the Series 1995-1 Certificates to the Indenture
Trustee under the Indenture and then, subject to such pledge, will lease the
Series 1995-1 Certificates back to the Transferor pursuant to the Program
Operating Lease. The Program Operating Lease with respect to the beneficial
interest in each Series 1995-1 Leased Vehicle expires with respect to such
Series 1995-1 Leased Vehicle on the day immediately preceding the sale of such
Series 1995-1 Leased Vehicle, but only if such sale occurs on or after the
related Scheduled Lease End Date. See "Series 1995-1 Certificates." After
giving effect to the transactions described herein and effected by the Basic
Documents, the property of the Issuer (the "Lease Trust Estate") will consist
of (i) the rights of the Issuer under the Series 1995-1 Certificates, (ii) the
rights under the Program Operating Lease, (iii) all funds on deposit from time
to time in the Collection Account, the Payahead Account and the Payment
Account, and all investment income and proceeds thereof, (iv) the rights of the
Transferor under the Asset Contribution Agreement, (v) the rights as
beneficiary of the Limited RV Guaranty, (vi) the rights as holder of the Series
1995-1 Certificates under the Administrative Agency Agreement and the Series
1995-1 Supplement, (vii) the security interest of the Issuer in amounts
credited to the Reserve Account and the right to make withdrawals therefrom and
(viii) all proceeds of the foregoing. All of the Lease Trust Estate is pledged
to the Indenture Trustee pursuant to the terms of the Indenture.
Because the Series 1995-1 Certificates represent the beneficial
interest in the Series 1995-1 Assets, Noteholders are dependent on payments
made on the Series 1995-1 Leases and proceeds received in connection with the
disposition of Series 1995-1 Leased Vehicles for payment of interest on and
principal of the Notes. The Issuer will not have a direct ownership interest
in the Series 1995-1 Leases, or a direct ownership interest or perfected
security interest in the Series 1995-1 Leased Vehicles (which will be titled in
the name of FCTT), and it is therefore possible that a claim or lien with
respect to the Series 1995-1 Leased Vehicles or on FCTT could limit the amounts
paid to the holders of the Series 1995-1 Certificates to less than the amount
due from the related Obligors or realized from the sale of Series 1995-1 Leased
Vehicles. To the extent that a claim or lien delays disposition of Series
1995-1 Leased Vehicles or reduces the amount paid to the holders of the Series
1995-1 Certificates as holders of the beneficial interest in the Series 1995-1
Assets, Noteholders could be subject to delays in payment or losses on their
investment. See "Special Considerations--Structural Considerations,"
"Description of the Notes--Reserve Account Withdrawals and Deposits,"
"Description of the Notes--Limited RV Guaranty," "Series 1995-1 Certificates"
and "Certain Legal Aspects of FCTT and the Series 1995-1 Certificates."
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be applied, together
with the proceeds from the sale of the Lease Trust Certificates, to acquire the
Series 1995-1 Certificates from the Transferor pursuant to the Transfer
Agreement.
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<PAGE> 24
FCTT
CREATION OF FCTT BY FORD CREDIT
AND FORD CREDIT LEASING
Ford Credit Titling Trust (" FCTT") was formed by Ford Credit and Ford
Credit Leasing, a special-purpose, wholly-owned subsidiary of Ford Credit,
pursuant to the terms of the FCTT Agreement. The primary purpose of FCTT is to
acquire from certain Dealers located in specified jurisdictions the Leases and
Leased Vehicles originated by such Dealers and to conserve and hold such Leases
and Leased Vehicles on behalf of the beneficiaries from time to time of FCTT.
As of the date hereof, Leases and Leased Vehicles originated by Dealers in
California, New York and Pennsylvania are assigned by Dealers to FCTT. All the
Series 1995-1 Leases and Series 1995-1 Leased Vehicles were originated in
California, New York or Pennsylvania with Obligors generally located in such
states. The Administrative Agent has advised the Issuer that it anticipates
that after the date hereof, additional states will be added to the list of
states in which Dealers will assign Leases and Leased Vehicles to FCTT. Leases
and Leased Vehicles originated in such additional states will constitute FCTT
Assets but will not constitute Series 1995-1 Assets. See "--Lease Origination
from Dealers and Assignment to FCTT."
THE FCTT TRUSTEE
Comerica Bank, a Michigan banking corporation, is the FCTT Trustee.
The principal offices of Comerica Bank are located in Detroit, Michigan. The
Transferor, Ford Credit and their affiliates may maintain normal commercial
banking relationships with Comerica Bank and its affiliates.
LEASE ORIGINATION FROM DEALERS AND ASSIGNMENT TO FCTT
Dealers originate Leases on a form providing for the assignment
thereof to FCTT. Each Leased Vehicle which is assigned to FCTT previously has
been sold to the Dealer by Ford or, in certain limited circumstances, by
another manufacturer of motor vehicles. The Dealer has negotiated the terms of
the Lease with the Obligor, including an option to purchase the related Leased
Vehicle on the Scheduled Lease End Date for an amount greater than or equal to
the Residual Value of the Leased Vehicle. Upon entering into a Lease with an
Obligor and approval of such Lease by the Administrative Agent, Dealers assign
the Lease, the related Leased Vehicle, the first Total Monthly Payment received
from the Obligor and rights to any security deposit or reconditioning reserve
to FCTT against payment of the related Balance Subject to Lease Charges. As of
the date of the assignment, FCTT holds the title to and is the record owner of
the Lease and Leased Vehicle. Until such date as the Lease and Leased Vehicle
are designated as Series Specified Assets in connection with the issuance of
any Series, the beneficial interest in such Lease and Leased Vehicle is held by
Ford Credit and Ford Credit Leasing as holders of the Exchangeable Beneficial
Certificates. See "--Exchangeable Beneficial Certificates and Specified
Beneficial Certificates." Pursuant to agreements between Ford Credit and the
Dealers, each Dealer is obligated, after originating and assigning Leases and
Leased Vehicles to FCTT, to repurchase such Leases and Leased Vehicles which do
not meet certain representations and warranties made by such Dealer. The
Administrative Agent has paid or will pay applicable sales, use and similar
taxes to the appropriate authorities from amounts collected from Obligors or
otherwise.
TITLING OF LEASED VEHICLES
The Administrative Agent, on behalf of FCTT, purchases the Leases and
related Leased Vehicles, including the Series 1995-1 Leases and the related
Series 1995-1 Leased Vehicles, from the originating Dealers and causes the
certificate of title for each Leased Vehicle to be issued in the name "Ford
Credit Titling Trust," or "Ford Credit Titling Trust, Comerica Bank, Trustee"
or in a substantially similar name acceptable to the relevant governmental
departments or agencies. No lien will be placed on the certificate of title to
indicate the interests of the beneficiaries of FCTT, and new certificates of
title will not be issued in connection with the transfer of any
22
<PAGE> 25
beneficial interests in FCTT. Therefore, there will be no indication on the
certificates of title for the Series 1995-1 Leased Vehicles that the Issuer or
any other person has an interest in such Series 1995-1 Leased Vehicles. In
certain circumstances, however, certificates of title to the Leased Vehicles
will reflect a lien recorded in favor of the Administrative Agent, including
therein the address of an office of the Administrative Agent at which Leases
and the certificates of title to Leased Vehicles are to be delivered. This
lien exists only to assure delivery of the certificates of title to the correct
location; the Administrative Agent will not have an interest in the Leased
Vehicles, although for administrative convenience, it (or a third-party
contractor hired by it) will hold the certificates of title as custodian on
behalf of the FCTT Trustee. See "Special Considerations--Structural
Considerations" and "Certain Legal Aspects of FCTT and the Series 1995-1
Certificates."
EXCHANGEABLE BENEFICIAL CERTIFICATES
AND SPECIFIED BENEFICIAL CERTIFICATES
Prior to the issuance of the Series 1995-1 Certificates and the
securitization described herein, the FCTT Trustee issued to Ford Credit and
Ford Credit Leasing, as the beneficiaries of FCTT, Exchangeable Beneficial
Certificates (each, an "EBC") representing the entire beneficial interest in
the FCTT Assets (representing a 98% beneficial interest in the FCTT Assets in
the case of Ford Credit, and a 2% beneficial interest in the case of Ford
Credit Leasing). Neither Ford Credit nor Ford Credit Leasing may transfer or
assign their respective EBCs without the consent of the other. As described
below, in addition to the EBCs, the FCTT Trustee may issue from time to time
Specified Beneficial Certificates ("SBCs") representing beneficial interests in
certain designated FCTT Assets. The Series 1995-1 Certificates are the first
series of SBCs issued by FCTT. After the issuance of the Series 1995-1
Certificates and until any other SBCs are issued, the EBCs will represent the
beneficial interest in all of the FCTT Assets other than those FCTT Assets
which are designated as Series 1995-1 Assets (such other FCTT Assets, the
"Non-Specified Assets"). The beneficial interest in FCTT and the FCTT Assets
as of any date is represented by the EBCs and each outstanding SBC.
Pursuant to the FCTT Agreement, the Administrative Agent, acting at
the unanimous direction of the holders of the EBCs, may at any time deliver to
the FCTT Trustee a Series Specification Notice identifying certain FCTT Assets
to be designated as Series Specified Assets and the date (the "Series Issue
Date") upon which an SBC representing the beneficial interest in such Series
Specified Assets will be issued to each holder of an EBC. On the Series Issue
Date, the FCTT Trustee will deliver an SBC to each holder of an EBC. Upon
delivery of the SBC, such holder's beneficial interest in the FCTT Assets will
be represented by the EBC (with respect to the Non-Specified Assets) and each
SBC (with respect to Series Specified Assets). As described in "Series 1995-1
Certificates--Issuance of Series 1995-1 Certificates to Ford Credit and Ford
Credit Leasing," the Series 1995-1 Certificate to be issued to Ford Credit
will be an SBC representing a 98% beneficial interest in the Series 1995-1
Assets and the Series 1995-1 Certificate to be issued to Ford Credit Leasing
will be an SBC representing a 2% beneficial interest in the Series 1995-1
Assets. While Series 1995-1 is the first Series to be issued by the FCTT
Trustee, Ford Credit and Ford Credit Leasing expect from time to time to
designate other FCTT Assets as Series Specified Assets and to issue additional
Series representing beneficial interests in such Series Specified Assets.
As set forth in the FCTT Agreement and the Administrative Agency
Agreement, the holders from time to time of any SBC will have a beneficial
interest in the related Series Specified Assets, will be entitled to receive
such percentage interest of the proceeds of the related Series Specified Assets
set forth in such SBC and, acting together with each other holder of an SBC
representing a beneficial interest in such Series Specified Assets, will be
entitled to direct the FCTT Trustee to take actions or refrain from taking
actions with respect to such Series Specified Assets. The holders from time to
time of any SBCs will not be entitled to receive proceeds from Non-Specified
Assets or from any other Series Specified Assets which may exist from time to
time. However, it is possible in certain circumstances that notwithstanding
the allocations of liabilities and the indemnities set forth in the FCTT
Agreement, certain Series Specified Assets could be attached or proceeds of
such Series Specified Assets could be used to satisfy a claim with respect to
Non-Specified Assets or other Series Specified Assets. See "Special
Considerations--Structural Considerations."
23
<PAGE> 26
THE TRANSFEROR
DELAWARE BUSINESS TRUST
The Transferor is a business trust formed under the laws of the State
of Delaware pursuant to the RCL Trust Agreement for purposes of the
transactions described herein. The activities of the Transferor are limited to
(i) acquiring and transferring the Series 1995-1 Certificates and entering into
and performing its obligations under the Program Operating Lease; (ii) acting
as depositor to the Issuer and entering into the Lease Trust Agreement and
acquiring and holding certain Lease Trust Certificates issued thereunder; and
(iii) making distributions and executing agreements as are necessary, suitable
or convenient to accomplish the foregoing. In addition, after entering into
the Program Operating Lease the Transferor will assign a 1% interest in all of
its assets and liabilities to Ford Credit Leasing. See "--Creation by Ford
Credit and Ford Credit Leasing; Assignment to Ford Credit Leasing" and "Series
1995-1 Certificates--Lease of the Series 1995-1 Certificates to the
Transferor."
CREATION BY FORD CREDIT AND FORD CREDIT
LEASING; ASSIGNMENT TO FORD CREDIT LEASING
Prior to the issuance of the Series 1995-1 Certificates and the
securitization described herein, Ford Credit held a 98% beneficial interest in
the Transferor and Ford Credit Leasing held a 2% beneficial interest in the
Transferor. Because the Transferor will assign a 1% interest in its assets and
liabilities to Ford Credit Leasing on the Closing Date, the beneficial interest
in the Transferor held by Ford Credit and Ford Credit Leasing will be changed
by the amount so assigned. After the assignment on the Closing Date, Ford
Credit Leasing, in addition to a direct right to 1% of all assets of the
Transferor (and an obligation to pay 1% of all liabilities of the Transferor),
will retain the right as a beneficiary of the Transferor to receive
distributions of the assets of the Transferor (and be required to pay
obligations of the Transferor) in an amount equal to 1/99 of such distributions
(and such obligations) after giving effect to the assignment to Ford Credit
Leasing. Ford Credit as a beneficiary of the Transferor will retain the right
to receive distributions of the assets of the Transferor (and be required to
pay obligations of the Transferor) in an amount equal to 98/99 of such
distributions (and such obligations) after giving effect to the assignment to
Ford Credit Leasing. As described in "Series 1995-1 Certificates--Lease of the
Series 1995-1 Certificates to the Transferor," the primary obligation of the
Transferor after the Closing Date is to make Program Operating Lease Payments
and its primary assets after the Closing Date are the interest it has as lessee
of the Series 1995-1 Certificates pursuant to the Program Operating Lease, its
interest in the Reserve Fund after the termination of the Program Operating
Lease and the amounts distributed to it from time to time as holder of a
Transferor Lease Trust Certificate.
SERIES 1995-1 CERTIFICATES
ISSUANCE OF SERIES 1995-1 CERTIFICATES
TO FORD CREDIT AND FORD CREDIT LEASING
The Series 1995-1 Certificates will be the first SBCs issued by FCTT.
See "FCTT--Exchangeable Beneficial Certificates and Specified Beneficial
Certificates." On the Closing Date, the FCTT Trustee will (i) issue a Series
1995-1 Certificate to Ford Credit, as holder of an EBC, representing Ford
Credit's 98% beneficial interest in the FCTT Assets which were designated as
Series 1995-1 Assets pursuant to the Series Specification Notice relating to
Series 1995-1 and (ii) issue a Series 1995-1 Certificate to Ford Credit
Leasing, as holder of an EBC, representing Ford Credit Leasing's 2% beneficial
interest in the FCTT Assets which were designated as Series 1995-1 Assets
pursuant to the Series Specification Notice relating to Series 1995-1.
24
<PAGE> 27
CONTRIBUTION OF SERIES 1995-1
CERTIFICATES TO THE TRANSFEROR
On the Closing Date, Ford Credit and Ford Credit Leasing each will
convey its respective Series 1995-1 Certificate to the Transferor pursuant to
the terms of the Asset Contribution Agreement. Ford Credit and Ford Credit
Leasing each will covenant to treat the conveyance of the Series 1995-1
Certificates to the Transferor as an absolute transfer for all purposes. Upon
the conveyance of the Series 1995-1 Certificates, the value of the beneficial
interests of Ford Credit and Ford Credit Leasing in the Transferor will be
increased by the value of the Series 1995-1 Certificates. See "The
Transferor--Creation by Ford Credit and Ford Credit Leasing; Assignment to Ford
Credit Leasing."
In addition to the conveyance of the Series 1995-1 Certificates, Ford
Credit and Ford Credit Leasing also will convey to the Transferor their rights
in the Series 1995-1 Supplement and under the Administrative Agency Agreement
with respect to Series 1995-1.
The Administrative Agent in the Series 1995-1 Supplement and Ford
Credit and Ford Credit Leasing in the Asset Contribution Agreement will make
certain representations and warranties with respect to the Series 1995-1
Assets. See "The Leases and Leased Vehicles--Eligibility Criteria" and
"Additional Document Provisions--Representations, Warranties and Covenants."
In the event of a breach of any representation and warranty, or if any
representation and warranty proves to have not been true when made, and such
breach or failure has not been cured by the end of the second Collection Period
following discovery or receipt of notice, Ford Credit and Ford Credit Leasing,
or the Administrative Agent on behalf of Ford Credit and Ford Credit Leasing,
will repurchase the beneficial interest in the Series 1995-1 Asset to which
such breach or failure relates for an amount equal to the Administrative
Purchase Amount on the next Distribution Date. See "Description of the
Administrative Agency Agreement--Administrative Purchases."
TRANSFER OF THE SERIES 1995-1
CERTIFICATES TO THE ISSUER
On the Closing Date, immediately following the conveyance of the
Series 1995-1 Certificates to the Transferor pursuant to the Asset Contribution
Agreement as described in "--Contribution of Series 1995-1 Certificates to the
Transferor," the Transferor, pursuant to the terms of the Transfer Agreement,
will transfer the Series 1995-1 Certificates to the Issuer. The Transferor
also will assign to the Issuer the rights under the Administrative Agency
Agreement and the Series 1995-1 Supplement conveyed to it by Ford Credit and
Ford Credit Leasing pursuant to the Asset Contribution Agreement. In exchange
for such transfer and assignment, the Issuer will agree to pay to the
Transferor an amount equal to the Initial Pool Balance. The portion of such
acquisition price paid to the Transferor on the Closing Date in cash will equal
the net proceeds from the sale of the Notes and Lease Trust Certificates. The
remaining portion of such acquisition price constitutes the Deferred Amount and
will be payable by the Issuer to the Transferor and Ford Credit Leasing as
holders of the Transferor Lease Trust Certificates after the principal balance
of the Notes and the Lease Trust Certificates have each been reduced to zero,
and then only to the extent of any remaining payments or proceeds from the
Series 1995-1 Certificates.
PLEDGE OF THE SERIES 1995-1 CERTIFICATES
TO THE INDENTURE TRUSTEE
Immediately following the transfer of the Series 1995-1 Certificates
to the Issuer as described in "--Transfer of the Series 1995-1 Certificates to
the Issuer," the Issuer will pledge its interest in the Series 1995-1
Certificates as part of the Lease Trust Estate pledged to the Indenture Trustee
as security for the repayment of the Notes. See "Property of the Issuer."
25
<PAGE> 28
LEASE OF THE SERIES 1995-1
CERTIFICATES TO THE TRANSFEROR
Immediately following the transfer of the Series 1995-1 Certificates
to the Issuer and the pledge to the Indenture Trustee of the Issuer's interest
therein as described in "--Transfer of the Series 1995-1 Certificates to the
Issuer" and "--Pledge of the Series 1995-1 Certificates to the Indenture
Trustee," the Issuer and the Transferor will enter into the Program Operating
Lease pursuant to which the Transferor will lease the Series 1995-1
Certificates during the term of the Program Operating Lease. As lessee, the
Transferor will be entitled to receive all proceeds from the Series 1995-1
Certificates during the term of the Program Operating Lease and will be
required to make Program Operating Lease Payments to the Issuer, subject to the
assignment by the Transferor of 1% of its assets and obligations to Ford Credit
Leasing. See "The Transferor--Creation by Ford Credit and Ford Credit Leasing;
Assignment to Ford Credit Leasing."
Because the Program Operating Lease expires with respect to the
portion of the Series 1995-1 Certificates representing the beneficial interest
in a Series 1995-1 Leased Vehicle on the day preceding the sale of such Series
1995-1 Leased Vehicle, if such sale occurs on or after such Series 1995-1
Leased Vehicle's Scheduled Lease End Date, the Transferor will receive all
Monthly Payments with respect to Series 1995-1 Leases, and all Sale Proceeds of
those Series 1995-1 Leased Vehicles the related Series 1995-1 Leases of which
terminate before their Scheduled Lease End Date. These amounts are included in
the Program Operating Lease Payments payable by the Transferor, as lessee
under the Program Operating Lease. In addition, the Program Operating Lease
Payments include all amounts of Uncollected Excess Wear and Tear and
Excess Mileage. The Transferor is obligated to make Program Operating Lease
Payments to the Issuer (net of the Administrative Agent Fee, the Comerica Fee
and the Reserve Account Deposit Amount, if any) for so long as the Notes and
Lease Trust Certificates are outstanding. Such Program Operating Lease
Payments will be deemed made to the extent that Collections and Monthly Payment
Advances in such amounts are deposited by the Administrative Agent in the
Collection Account. The Transferor will not receive the Sale Proceeds of those
Series 1995-1 Leased Vehicles whose Series 1995-1 Leases terminate on or after
their respective Scheduled Lease End Dates. The right to such Sale Proceeds
(as limited by the Transferor Purchase Option Price) is property of the Issuer
pledged pursuant to the Indenture.
To the extent that the Transferor does not make the Basic Payment
portion of the Program Operating Lease Payment due on any Payment Date, the
Indenture Trustee will make a drawing on the Reserve Account. The "Basic
Payment," as of any Payment Date, is the sum of the Required Interest Payment,
the portion of the Pool Balance Decline resulting from termination of Series
1995-1 Leases before their respective Scheduled Lease End Dates and Uncollected
Excess Wear and Tear and Excess Mileage. See "Description of the
Notes--Reserve Account Deposits and Withdrawals."
Defaults under the Program Operating Lease include failure by the
Transferor to pay the Required Interest Payment portion of the Basic Payment to
the Issuer, or breach of a representation and warranty, or the failure to
observe or perform certain covenants. Upon the occurrence of an event of
default under the Program Operating Lease, (i) the Indenture Trustee as
assignee of the rights of the Issuer in the Program Operating Lease pursuant to
the pledge of the Lease Trust Estate would be entitled to terminate the Program
Operating Lease and obtain the right to receive directly all distributions with
respect to the Series 1995-1 Certificates and (ii) an Event of Default would
occur under the Indenture which would permit the Noteholders to accelerate the
maturity of the Notes and in certain circumstances cause the sale of the Lease
Trust Estate. See "Description of the Notes--Indenture."
Transferor Leased Vehicle Purchase Option. Under the Program
Operating Lease, the Transferor may, at its option, purchase the Issuer's
beneficial interest in any Series 1995-1 Leased Vehicle not purchased by the
related Dealer or Obligor following the Scheduled Lease End Date of the related
Series 1995-1 Lease by paying to the Issuer an amount equal to the Residual
Value of such Series 1995-1 Leased Vehicle minus any amounts due
26
<PAGE> 29
from the related Obligor for Uncollected Excess Wear and Tear and Excess
Mileage (the "Transferor Purchase Option Price"). The Transferor will exercise
such option only if neither the Obligor nor the Dealer exercises its option to
purchase the Series 1995-1 Leased Vehicle and the related Sale Proceeds exceed
the Transferor Purchase Option Price. Because the Transferor intends to
exercise this option when available, the amounts received by the Issuer with
respect to the sale of any Series 1995-1 Leased Vehicle the related Series
1995-1 Lease of which was terminated on or after its Scheduled Lease End Date
will never exceed the Transferor Purchase Option Price. The Transferor will
retain any excess of the Sale Proceeds of such Series 1995-1 Leased Vehicle
over the related Transferor Purchase Option Price, and such amounts will not be
available to pay interest on or principal of the Notes.
THE LEASES AND LEASED VEHICLES
ORIGINATION PROCEDURES
The Ford Credit Red Carpet Lease Plan (the "Red Carpet Lease Plan") is
one of a number of financing programs offered by Dealers to assist their
customers in the acquisition of new automobiles and light-duty trucks. Under
the Red Carpet Lease Plan, an Obligor enters into a Lease that requires the
Obligor to make Total Monthly Payments for a predetermined number of months
("Lease Term") in return for the use of the related Leased Vehicle. At the end
of the Lease Term, the Obligor has the option to purchase the Leased Vehicle or
return it to the Dealer. Dealers negotiate the terms of the Lease with
prospective lessees in accordance with guidelines set by Ford Credit.
A credit application completed by a prospective lessee is evaluated by
Ford Credit with consideration given to, among other things, the prospective
lessee's credit history, current income, and years at present address. Ford
Credit uses a proprietary credit scoring model that measures the probability of
payment for each potential obligor given information concerning the prospective
lessee, the price of the Leased Vehicle and terms of the Lease. If the
probability of payment is above or below a predetermined level, the credit
application will be automatically accepted or rejected and the Dealer notified
of the decision. Credit analysts at the applicable Ford Credit branch office
evaluate credit applications which are not automatically accepted or rejected
by the proprietary scoring model and accept or reject such credit applications
based on the information set forth therein or in some cases based on additional
information obtained from the relevant Dealer. Credit analysts may also
propose changes to the terms of the Lease to increase the probability of
payment such as a larger down payment or a less expensive vehicle.
If the credit application is approved and the prospective lessee
agrees to the terms of the Lease, the Dealer completes the transaction
documentation and submits it to Ford Credit. Prior to the Obligor taking
possession of the Leased Vehicle, the Dealer must: (i) collect the first Total
Monthly Payment, including a refundable security deposit (which in a limited
number of instances may be waived), (ii) obtain written evidence that the
Obligor has purchased adequate insurance coverage, and (iii) ensure that all
required license fees, registration fees and up-front taxes are paid. Certain
fees and taxes may be financed by the Dealer and included in the Obligor's
Total Monthly Payment (such fees and taxes, the "Use and Lease Tax Amounts").
The Dealer is responsible for registering and titling the Leased Vehicle; it is
registered in the name of the Obligor and titled in the name of Ford Credit or
FCTT as the case may be. Titles are mailed directly to the appropriate Ford
Credit branch office or to a central office of an independent contractor hired
by Ford Credit.
SERVICING PROCEDURES
The Leases, including the Series 1995-1 Leases, are serviced through
the __ Ford Credit branch offices. Approximately 19 days before a Total
Monthly Payment is due, Ford Credit sends the Obligor an invoice. The Obligor
is instructed to send the Total Monthly Payment to one of __ regional
lockboxes dedicated to the
27
<PAGE> 30
collection of payments for Leases and retail installment contracts. If an
Obligor does not make the payment within 10 days of its due date, a late fee is
assessed. At that time, Ford Credit initiates collection procedures by mailing
a past due notice to the Obligor. In cases such as chronic delinquency,
payment default, multiple returned checks or bankruptcy, a Lease generally is
assigned to a Ford Credit customer service representative after it has become
15 days delinquent. In other cases, collection assignments are issued when a
Lease becomes 22 days delinquent. The Obligor will be contacted to determine
the cause of the delinquency and to help the Obligor develop plans to resolve
it. If the Obligor cannot make the past due payment, Ford Credit will either
grant a Payment Extension or repossess the Leased Vehicle. If a Payment
Extension is granted, the Obligor is assessed a fee and the Lease Term is
extended one month (although the Obligor is not permitted to drive the Leased
Vehicle more than the originally agreed upon number of miles without incurring
excess mileage fees). If repossession is necessary, the Obligor may agree to
return the Leased Vehicle to the Dealer or the Vehicle will be repossessed by a
contractor hired by Ford Credit.
Any Obligor that is not in default is permitted to terminate its Lease
before the Scheduled Lease End Date (a "Voluntary Early Termination") if the
Obligor: (i) returns the Leased Vehicle to the Dealer, (ii) pays the difference
between (a) the sum of the Adjusted Balance Subject to Lease Charges and any
past due amounts and (b) the fair market wholesale value of the Leased Vehicle
as agreed to by the Obligor and the Dealer, and (iii) pays a fee of $200. The
Dealer is required to pay an amount equal to such agreed fair market wholesale
value to Ford Credit or FCTT, as the case may be.
At the Scheduled Lease End Date, the Obligor may (i) purchase the
Leased Vehicle for an amount greater than or equal to its Residual Value or
(ii) return the Vehicle to the Dealer. If the Obligor returns the Vehicle to
the Dealer, the Dealer will inspect the Leased Vehicle, complete a Vehicle
Conditioning Report ("VCR") and submit the VCR to Ford Credit. The Dealer will
assess any additional charges for excess wear and tear or excess mileage on the
basis of the VCR. At this time, the Dealer may purchase the Leased Vehicle for
an amount equal to its Residual Value or return it to Ford Credit to be sold at
auction.
All Leased Vehicles that are returned to Ford Credit will be inspected
to ensure that the VCR properly reflects the condition of the Leased Vehicle
and that the Dealer has billed the Obligor for all excess wear and tear and
excess mileage charges due. If the VCR does not properly reflect the condition
of the Leased Vehicle, Ford Credit may seek reimbursement for any discrepancies
from the returning Dealer. The Leased Vehicle is then reconditioned and
shipped to one of __ Ford Credit regional closed auction locations. In an
attempt to maximize proceeds from the auction of Leased Vehicles, Ford Credit
has established an "Extra Step" program to refurbish vehicles coming off of
24-month leases. The results of each auction are monitored and Leased Vehicles
will generally be transported to the regional auction where Ford Credit
believes the highest auction proceeds will be realized.
DELINQUENCY, REPOSSESSION, RESIDUAL VALUE AND LOSS DATA
The following tables set forth Ford Credit's average Red Carpet Lease
asset balance and loss experience for each of the periods shown with respect to
the leases and leased vehicles under the Red Carpet Lease Plan (the "Red Carpet
Lease Portfolio") in California, New York and Pennsylvania. Because the
Obligors on the Series 1995-1 Leases will reside in and have entered into a
Lease with a Dealer located in either California, New York or Pennsylvania,
actual loss experience with respect to the Series 1995-1 Leases in the future
may be different from the loss experience for the Red Carpet Lease Portfolio in
California, New York and Pennsylvania. There can be no assurance that the loss
experience for the Red Carpet Lease Portfolio or Series 1995-1 Leases in the
future will be similar to the historical experience set forth below.
28
<PAGE> 31
<TABLE>
<CAPTION>
RED CARPET LEASE PORTFOLIO
--------------------------
(CALIFORNIA, NEW YORK AND PENNSYLVANIA(1)
HISTORICAL LOSS EXPERIENCE(2)
CALENDAR YEAR
1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C>
AVERAGE CONTRACTS OUTSTANDING (000)
California
New York
Pennsylvania
Total-Three State(3)
AVERAGE NET RCL ASSETS (BILLIONS)
California
New York
Pennsylvania
Total-Three State
CREDIT LOSSES (MILLIONS)(3)
California
New York
Pennsylvania
Total-Three State
NET CREDIT LOSSES AS PCT. OF
AVERAGE RCL ASSETS(3)
California
New York
Pennsylvania
Total-Three State
REPOSSESSIONS - UNITS (000)
California
New York
Pennsylvania
Total-Three State
% of Avg. Contracts - Three State
Average Gross Loss per
Repossession
AVERAGE DELINQUENCY RATIOS
THREE STATES
31-60 Days Past Due
61-90 Days Past Due
Over 90 Days Past Due
Total
AVERAGE DAILY UNITS OVER
60 DAYS PAST DUE (000)
</TABLE>
_________________________
(1) Regional data is based on results from branch offices located in
California, New York and Pennsylvania and may include a small number
of Leases associated with Obligors living outside of those states.
(2) Includes operating and finance (greater than 36 month) leases. Only
operating leases are part of this securitization structure. Totals
may not equal the sum of the respective columns due to rounding.
(3) "Net Credit Losses" means with respect to the period (i) the aggregate
adjusted balance subject to lease charges of all lease contracts and
related leased vehicles which are determined to be uncollectible
during such period plus the aggregate amount of uncollected charges
for excess wear and tear and excess mileage relating to lease
contracts which terminated during the period with respect to which
proceeds from the sale of the related leased vehicle were received in
the period plus any uncollected monthly payments received in the
period with respect to leased vehicles sold during the period minus
(ii) all amounts received in the period with respect to lease
contracts and related leased vehicles which were determined to be
uncollectible during the period and recoveries received in the
period on lease contracts and related leased vehicles charged-off in
the period or any previous period.
29
<PAGE> 32
The following tables provide residual value and residual loss
information for each of the periods shown with respect to the Red Carpet Lease
Portfolio in California, New York and Pennsylvania exclusively.
<TABLE>
<CAPTION>
RED CARPET LEASE PORTFOLIO(1)
--------------------------
(CALIFORNIA, NEW YORK AND PENNSYLVANIA ONLY(2)
RESIDUAL VALUE ANALYSIS
CALENDAR YEAR
1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C>
Residual value of all vehicles
the related lease of which
terminated in the period ($000)
Residual value as a percentage
of MSRP of all vehicles the
related lease of which
terminated in the period(3)
Aggregate Residual Losses(4)
($000)
Aggregate Residual Losses as a
percentage of residual value of
all vehicles the related lease
of which terminated in the
period
Vehicles returned with a
Residual Loss as a percentage of
all vehicles the related lease of
which terminated in the period
</TABLE>
______________
(1) 24-month and 36-month Leases only.
(2) Regional Data based on results on leases for which the related obligor
resides in California, New York, or Pennsylvania.
(3) MSRP is the Manufacturer's Suggested Retail Price, which will
generally exceed the balance subject to lease charges at inception of a
lease.
(4) A Residual Loss is the amount by which the residual value of a leased
vehicle the related lease of which terminated on or after the end
of its lease term exceeds the sum of (i) sale proceeds of such
leased vehicle (including collected excess wear and tear and excess
mileage) and (ii) uncollected excess wear and tear and excess mileage.
During the period 1990-199_, a total of __% of all Leased
Vehicles subject to 24- and 36-month Leases were not purchased either by the
Dealer or the lessee and were returned to Ford Credit as of their respective
Scheduled Lease End Dates. Of the Leased Vehicles returned on or after their
Scheduled Lease End Dates and subsequently sold by Ford Credit at auction, __%
were sold for a loss versus __% which were sold for a gain. (Due to Obligor
and Dealer purchase options, the opportunity to realize a gain on a vehicle is
given first to the Obligor, then to the related Dealer, and finally to Ford
Credit.)
For the period 1990-199_, __ Leased Vehicles with a residual
exposure of $__ billion experienced gross residual losses of $__ million. For
all Leased Vehicles with 24- and 36-month Leases which terminated between 1990
and 199_, gross residual losses as a percent of residual exposure ranged from
__% to __%, with a cumulative average of __%. In 1993 and the first nine
months of 1994, gross residual losses as a percent of residual exposure were
less than 1%.
ELIGIBILITY CRITERIA
The Series 1995-1 Leases and related Series 1995-1 Leased
Vehicles were purchased by Ford Credit as Administrative Agent on behalf of
FCTT, in the ordinary course of business in accordance with the origination
procedures set forth above. The Series 1995-1 Leases were selected from the
Leases in FCTT's portfolio by several criteria (the "Specific Eligibility
Criteria"), including the following: each related Series 1995-1 Leased Vehicle
was a new automobile or light-duty truck at the inception of the related Series
1995-1 Lease and each Series 1995-1 Lease (a) was entered into by a Dealer
located in and an Obligor with a billing address in California, New York or
Pennsylvania; (b) provides for Constant Yield Payments that fully amortize the
Balance Subject to Lease Charges of such Series 1995-1 Lease to a final payment
equal to the Residual Value of the related Series 1995-1 Leased Vehicle over
the term of such Series 1995-1 Lease; (c) was not more than 30 days past due as
of the Series 1995-1 Cut-Off Date and has never been extended; (d) was
originated on or after December 1,
30
<PAGE> 33
1994; (e) has a Scheduled Lease End Date not later than 36 months from the date
it was entered into; (f) has a Retail Operating Lease Factor equal to or
greater than _%; (g) was not originated under the "Advance Payment Program"
sponsored by Ford Credit; (h) is not subject to a holdback of "excess deferred
gross"; and (i) does not provide for recourse to the related Dealer. (Series
1995-1 Supplement, Section 3.1; Asset Contribution Agreement, Section 3.2).
The Series 1995-1 Leases were selected from FCTT's portfolio of Leases that
were Non-Specified Assets, in each case meeting the Specific Eligibility
Criteria and the other General Eligibility Criteria set forth in "Additional
Document Provisions--Representations, Warranties and Covenants." No selection
procedures believed to be adverse to the Noteholders were utilized in selecting
the Series 1995-1 Leases from qualifying Leases.
CHARACTERISTICS OF THE SERIES 1995-1 ASSETS
The following table provides data with respect to the composition of
the Series 1995-1 Assets.
<TABLE>
<CAPTION>
COMPOSITION OF THE SERIES 1995-1 ASSETS
<S> <C> <C>
Initial Pool Balance $
Number of Series 1995-1 Leases leases
Average Adjusted Balance Subject to Lease Charges $
Average Balance Subject to Lease Charges $
Weighted Average Original Lease Term(1) months
Weighted Average Remaining Lease Term(1) months
Average Retail Operating Lease Charge(2) %
Aggregate Residual Value as a Percent of Aggregate MSRP %
Residual Value as a Percent of the Initial Pool Balance %
</TABLE>
(1) Weighted by Adjusted Balance Subject to Lease Charges as of the Series
1995-1 Cut-Off Date.
(2) Excluding a fixed additional fee included in the determination of the
amount of the Monthly Payment (0.11% of the Balance Subject to
Lease Charges). Including such fee would have the effect of
increasing the yield of Series 1995-1 Assets.
31
<PAGE> 34
The following tables provide the geographic, lease charge, and
vehicle line distribution of the Series 1995-1 Assets.
GEOGRAPHIC DISTRIBUTION OF THE SERIES 1995-1 ASSETS
<TABLE>
<S> <C>
California %
New York %
Pennsylvania %
Total 100%
</TABLE>
DISTRIBUTION OF THE SERIES 1995-1 ASSETS BY LEASE CHARGE
<TABLE>
<CAPTION>
Percentage of
Number of Aggregate Adjusted Balance Initial
Range Leases Subject to Lease Charges Pool Balance
<S> <C> <C> <C>
3.00 to 3.50 $ %
3.51 to 4.00
4.01 to 4.50
4.51 to 5.00
5.01 to 5.50
5.51 to 6.00
6.01 to 6.50
6.51 to 7.00
7.01 to 7.50
7.51 to 8.00
8.01 to 8.50
8.51 to 9.00
9.01 to 9.50
9.51 to 10.00
10.01 to 10.50
10.51 to 11.00
11.01 to 11.50
</TABLE>
DISTRIBUTION BY VEHICLE LINE
<TABLE>
<CAPTION>
Number of Aggregate Adjusted Balance Subject Percentage of Initial
Leases to Lease Charges Pool Balance
<S> <C> <C> <C>
Ford Automobile $ %
Ford Light-Duty Truck
Lincoln-Mercury
Other
Total
</TABLE>
The following table depicts the projected cash flows of the
Series 1995-1 Certificates assuming no prepayments and no defaults.
32
<PAGE> 35
SERIES 1995-1 LEASES
PROJECTED AMORTIZATION AT 0% ABS, ASSUMING NO DEFAULTS
<TABLE>
<CAPTION>
Adjusted Balance
Subject to Lease Monthly Principal Portion Non-Principal Portion of Weighted
Months Charges Payments of Monthly Payment Monthly Payment Average Yield
<S> <C> <C> <C> <C> <C>
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
</TABLE>
33
<PAGE> 36
MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS
The rate of payment of principal and the yield to maturity on
each Class of Notes generally will be directly related to the rate at which
payments on the Series 1995-1 Leases and in respect of the Series 1995-1 Leased
Vehicles are received. To the extent that Obligors make Total Monthly Payments
when due (or the Administrative Agent makes Monthly Payment Advances) and the
Residual Values of Series 1995-1 Leased Vehicles are not realized until their
respective Scheduled Lease End Dates, the minimum principal payable quarterly
to Noteholders can be determined with certainty. However, the rate of payment
of principal on the Notes will be shifted forward to the prepayment date to the
extent that any Series 1995-1 Lease is prepaid in full. Partial prepayments
will be treated as Payaheads and will not increase the rate of payment of
principal of the Notes because such payments will be held and paid out to
Noteholders as principal only when required to meet a shortfall in a subsequent
payment from the related Obligor.
Because Residual Value is a large component of the Adjusted
Balance Subject to Lease Charges the timing of the cashflows generated by the
Series 1995-1 Assets will be heavily weighted toward the Scheduled Lease End
Dates when the Residual Values of the Series 1995-1 Leased Vehicles are
realized. The rate of payment of principal on the Notes increases
substantially in _____ 1997 when Series 1995-1 Leases begin to reach their
Scheduled Lease End Dates. In general, prepayments of Series 1995-1 Leases in
full will have the effect of shortening the weighted average life of the Notes
(the average amount of time during which each dollar of the principal balance
of Notes is outstanding) and thereby reducing the yield to maturity on the
Notes. Additionally, holders of some Classes will not receive any principal
payments until other Classes have been paid in full, unless an Event of Default
under the Indenture has occurred and the maturity of the Notes has been
accelerated, in which case principal will be paid pro rata to the holders of
the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes without distinction
among Classes. As the rate of payment of principal on each Class of Notes
depends primarily on the rate of payment (including prepayments) of the Series
1995-1 Leases, final payment on each Class of Notes could occur significantly
earlier than the respective Stated Maturities. If there are prepayments in full
of Series 1995-1 Leases, Noteholders will bear the risk of being able to
reinvest principal payments of the Notes at yields at least equal to the yield
on their respective Class of Notes.
A prepayment of a Series 1995-1 Lease in full may be in the
form of Voluntary Early Termination Proceeds, resulting from a Voluntary Early
Termination of such Series 1995-1 Lease, Liquidation Proceeds, following a
bankruptcy of or default by the Obligor, or Administrative Purchase Amounts,
following the occurrence of certain events set forth in "Description of the
Administrative Agency Agreement--Administrative Purchases." The rate of
prepayments on the Series 1995-1 Leases may be influenced by a variety of
economic, social and other factors including competing consumer finance
products and the conditions in the used car market. Ford Credit's experience
over the past ___ years is that approximately ___% of the Leases prepay in full
before their Scheduled Lease End Date.
Additionally, the rate of payment of principal of each Class
of Notes will be increased by the application to pay principal of Notes (after
payment of interest) or the portion, if any, of Monthly Payments not used to
reduce the Pool Balance or to pay certain fees in any given month. To the
extent Series 1995-1 Leases which have higher Retail Operating Lease Factors
are prepaid faster than others, the amount of such additional portion of the
Monthly Payments available to pay principal of the Notes will be reduced. See
"Description of the Notes--The Indenture Cash Flows."
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<PAGE> 37
POOL FACTORS AND TRADING INFORMATION
The Note Pool Factor for each Class of Notes will be a seven
digit decimal which the Administrative Agent will compute prior to each Payment
Date. The "Note Pool Factor" with respect to any Class of Notes as of any
applicable Payment Date represents the remaining outstanding principal balance
of such Class of Notes as of the applicable Payment Date (after giving effect
to payments made on such Payment Date), expressed as a fraction of the initial
outstanding principal balance of such Class of Notes. Each Note Pool Factor
will initially be 1.0000000 and thereafter will decline to reflect reductions
in the outstanding principal balance of the applicable Class of Notes. A
Noteholder's portion of the principal balance of the related Class of Notes is
the product of (i) the original denomination of such Noteholder's Note and
(ii) the applicable Note Pool Factor.
The Noteholders will receive reports on or about each Payment
Date for the Accrual Period immediately preceding such Payment Date containing
information regarding: (i) payments received on Series 1995-1 Specified
Assets, (ii) the Pool Balance, (iii) the Note Pool Factor of each Class of
Notes (as of such Payment Date after giving effect to payments made on such
Payment Date) and (iv) various other data. In addition, Noteholders of record
during any calendar year will be furnished information for tax reporting
purposes not later than the latest date permitted by law.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SOURCES OF CAPITAL AND LIQUIDITY
The Issuer's primary sources of capital will be (i) the net
proceeds of the Lease Trust Certificates and (ii) the net proceeds of the Notes
offered hereby. See "The Issuer--Capitalization of the Issuer."
The Issuer's primary sources of liquidity will be payments on
the Series 1995-1 Certificates received either directly by the Issuer or
indirectly pursuant to payments under the Program Operating Lease (including
amounts available from the Reserve Account) and amounts available under the
Limited RV Guaranty.
RESULTS OF OPERATIONS
The Issuer is newly formed and, accordingly, has no results of
operations as of the date of this Prospectus. Because the Issuer does not have
any operating history, there has not been included in this Prospectus any
historical or pro forma ratio of earnings to fixed charges. The payments
received under the Program Operating Lease and payments on other assets owned
by the Issuer and the interest costs of the Notes and the Lease Trust
Certificates will determine the Issuer's results of operations in the future.
The income generated from the Issuer's assets will be used to pay interest on
and principal of the Notes, related costs and expenses of the Issuer, to the
extent not included in items payable by the Administrative Agent pursuant to
the Administrative Agency Agreement, and distributions to the holders of the
Lease Trust Certificates, and after payment in full of the Notes and Lease
Trust Certificates, the Deferred Amount. The principal periodic expense of the
Issuer is expected to be, but is not limited to, the Administrative Agent Fee.
35
<PAGE> 38
DESCRIPTION OF THE NOTES
GENERAL
The Notes will be issued pursuant to the terms of the
Indenture. A copy of the Indenture will be filed with the Commission following
the issuance of the Notes. The following description summarizes the material
terms of the Notes and the Indenture. The summary does not purport to be
complete and is qualified in its entirety by reference to the provisions of the
Notes and the Indenture.
The Notes will be issued in denominations of $1,000 and
integral multiples thereof in book-entry form. (Indenture, Sections 2.2 and
2.10). Each Class of Notes will initially be represented by one or more
Notes, in each case registered in the name of Cede, the nominee of DTC.
Accordingly, Cede is expected to be the holder of record of the Notes of each
Class. Unless and until Definitive Notes are issued under the limited
circumstances described herein, no beneficial owner of a Note (each, a "Note
Owner") will be entitled to receive a physical certificate representing such
owner's Note, except as set forth in "--Definitive Notes." Unless and until
any Class of Notes is issued in fully registered, certificated form
("Definitive Notes) under the limited circumstances described in "--Definitive
Notes," all references herein to distributions, notices, reports and statements
to Noteholders will refer to the same actions made with respect to DTC or Cede,
as the case may be, for the benefit of Note Owners in accordance with DTC
procedures. (Indenture, Sections 2.10 and 2.12).
BOOK-ENTRY REGISTRATION
DTC is a limited-purpose trust company organized under the
laws of the State of New York, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the UCC in effect in the State of
New York and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). DTC holds securities for its participating members (the "Participants")
and facilitates the clearance and settlement of securities transactions between
Participants through electronic book-entry changes in accounts of its
Participants, thereby eliminating the need for physical movement of
certificates. Participants include securities brokers and dealers (including
the Underwriter), banks, trust companies and clearing corporations. Indirect
access to the DTC system also is available to banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly (the "Indirect Participants"). The
rules applicable to DTC and its Participants are on file with the Commission.
Note Owners that are not Participants or Indirect Participants
but that desire to purchase, sell or otherwise transfer ownership of or an
interest in the Notes may do so only through Participants or Indirect
Participants. Participants receive a credit for the Notes in DTC's records.
The ownership interest of each Note Owner is in turn recorded on the
Participants' and Indirect Participants' respective records. Note Owners will
not receive written confirmation from DTC of their purchase, but Note Owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the
Participant or Indirect Participant through which the Note Owner entered into
the transaction. Transfers of ownership interests in the Notes will be
accomplished by entries made on the books of Participants acting on behalf of
Note Owners.
To facilitate subsequent transfers, all Notes deposited by
Participants with DTC will be registered in the name of Cede, as nominee of
DTC. The deposit of Notes with DTC and their registration in the name of Cede
will effect no change in beneficial ownership. DTC has no knowledge of the
actual Note Owners and its records reflect only the identity of the
Participants to whose accounts such Notes are credited, which may or may not be
the Note Owners. Participants and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
36
<PAGE> 39
Conveyance of notices and other communications by DTC to
Participants, by Participants to Indirect Participants and by Participants and
Indirect Participants to Note Owners will be governed by arrangements among
them, subject to any statutory or regulatory requirements as may be in effect
from time to time.
DTC's practice is to credit Participants' accounts on each
Payment Date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payment on
such Payment Date. Payments by Participants and Indirect Participants to Note
Owners will be governed by standing instructions and customary practices, as in
the case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such Participant
and not of DTC, the Indenture Trustee, the Lease Trustee, the RCL Trustee, the
Administrative Agent, the Transferor or the Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal of and interest on the Notes to DTC will be the responsibility of the
Indenture Trustee, disbursement of such payments to Direct Participants will be
the responsibility of DTC and disburse- ment of such payments to Note Owners
will be the responsibility of Participants and Indirect Participants. As a
result, under the book-entry format, Note Owners may experience some delay in
their receipt of payments.
Because DTC can only act on behalf of Participants, who in
turn act on behalf of Indirect Participants and certain banks, the ability of a
Note Owner to pledge Notes to persons or entities that do not participate in
the DTC system, or otherwise take actions with respect to such Notes, may be
limited due to the lack of a physical certificate for such Notes.
Neither DTC nor Cede will consent or vote with respect to the
Notes. Under its usual procedures, DTC mails an "Omnibus Proxy" to the
Indenture Trustee as soon as possible after any applicable record date for such
a consent or vote. The Omnibus Proxy assigns Cede's consenting or voting
rights to those Participants to whose accounts the Notes are credited on that
record date (identified in a listing attached to the Omnibus Proxy).
Neither the Indenture Trustee, the Lease Trustee, the RCL
Trustee, the Administrative Agent, the Transferor or the Issuer will have any
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of the Notes held by Cede, as nominee of DTC,
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
DEFINITIVE NOTES
Definitive Notes will be issued to Note Owners rather than to
DTC only if (i) DTC is no longer willing or able to discharge its
responsibilities with respect to the Notes and the Administrative Agent is not
able to locate a qualified successor, (ii) the Issuer, at its option, elects to
terminate book-entry registration through DTC or (iii) after an Event of
Default, Note Owners representing not less than a majority of the aggregate
principal balance of the Notes advise the Indenture Trustee through DTC or its
successor in writing that the continuation of book-entry registration through
DTC or its successor is no longer in the best interest of Note Owners.
Upon the occurrence of any of the events described in the
immediately preceding paragraph, DTC will notify all Note Owners, through
Participants, of the availability through DTC of Definitive Notes. Upon
surrender by DTC of the notes representing the Notes and the receipt of
instructions for re-registration, the Indenture Trustee will issue Definitive
Notes to Note Owners, who thereupon will become Noteholders for all purposes of
the Indenture. (Indenture, Section 2.12).
Payments on the Notes will thereafter be made by the Indenture
Trustee directly to holders of Notes in accordance with the procedures set
forth herein and in the Indenture. Interest payments and any principal
payments on the Definitive Notes on each Payment Date will be made to holders
in whose names the Definitive Notes were registered at the close of business on
the Record Date with respect to such Payment Date. Payments will be made by
check mailed to the address of such holders as they appear on the Note Register
or, under certain circumstances as provided in the Indenture, by wire transfer
to a bank or depository institution located in the United
37
<PAGE> 40
States and having appropriate facilities therefor. (Indenture, Section 2.7).
The final payment on any Notes (whether Definitive Notes or global notes
registered in the name of Cede representing the Notes), however, will be made
only upon presentation and surrender of such Definitive Notes or global notes
at the office or agency specified in the notice of final distribution to
Noteholders. (Indenture, Section 7.7).
Definitive Notes will be transferable and exchangeable at the
offices of the Indenture Trustee or the Note Registrar to be set forth in the
Indenture. No service charge will be imposed for any registration of transfer
or exchange, but the Indenture Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge imposed in connection therewith.
(Indenture, Section 2.4).
INTEREST
Interest on the principal balance of the Class A-1 Notes will
accrue at the rate of ___% per annum; interest on the principal balance of the
Class A-2 Notes will accrue at the rate of ___% per annum; and interest on the
principal balance of the Class A-3 Notes will accrue at the rate of ___% per
annum. (Indenture, Section 2.1). Interest on the Notes will be payable to the
Noteholders quarterly on each Payment Date to Noteholders of record on the
Record Date in an amount equal to the interest accrued from and including the
previous Payment Date to but excluding such Payment Date; provided that with
respect to the first Payment Date, interest will accrue from and including the
Closing Date to but excluding such Payment Date. Interest will be calculated
on the basis of a 360-day year consisting of twelve 30-day months. (Indenture,
Section 1.1). Interest accrued as of any Payment Date but not paid on such
Payment Date will be due on the next Payment Date together with interest on
such amount at the interest rate with respect to such Class as set forth above.
(Indenture, Section 2.7). Interest payments on the Notes will be made from the
Total Available Funds as described in "--The Indenture Cash Flows."
Interest payments to all Classes of Noteholders will have the
same priority. If the amount of interest on the principal balance of the Class
A-1 Notes, the principal balance of the Class A-2 Notes and the principal
balance of the Class A-3 Notes exceeds the Total Available Funds with respect
to such Payment Date, each Noteholder will receive its pro rata share (based on
the total amount of interest due to all Noteholders) of the amount available to
be distributed in respect of interest on the outstanding Notes.
PRINCIPAL
Principal payments will be made to the Noteholders
sequentially on each Payment Date in an amount equal to the Total Available
Funds with respect to such Payment Date after giving effect to the payment of
interest to Noteholders, the payment of interest to the Lease Trust
Certificateholders, the payment to Ford Credit of the Limited RV Guaranty Fee
with respect to such Payment Date and the deposit of the Reserve Account
Deposit Amount, if any, with respect to such Payment Date. No principal
payments will be made to the Class A-2 Noteholders until the principal balance
of the Class A-1 Notes has been reduced to zero and no principal payments will
be made to the Class A-3 Noteholders until the principal balance of the Class
A-1 Notes and the Class A-2 Notes each have been reduced to zero; provided that
if an Event of Default under the Indenture has occurred and the maturity of the
Notes has been accelerated, principal payments will be made to the holders of
the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes on a pro rata
basis based on their respective principal balances without any distinction
among Classes.
Payments of principal with respect to the Lease Trust
Certificates will not be made until the aggregate principal balance of the
Notes has been reduced to zero. The Transferor and Ford Credit Leasing as
holders of the Transferor Lease Trust Certificates entitling them to the
Deferred Amount will receive all amounts from the Series 1995-1 Certificates
after the aggregate principal balance of Lease Trust Certificates has been
reduced to zero. See "--The Indenture Cash Flows" and "--The Accounts--The
Reserve Account."
38
<PAGE> 41
OPTIONAL REDEMPTION
If the Administrative Agent exercises its option to purchase the
Series 1995-1 Certificates on any Payment Date on which the Pool Balance has
declined to less than 10% of the Initial Pool Balance, the Notes will be
redeemed on such date in whole, but not in part, for the Redemption Price. The
Administrative Agent or the Lease Trustee will provide at least 25 days' prior
notice of the redemption of the Notes to the Indenture Trustee (who will
provide notice to the Noteholders). On such Payment Date the aggregate
principal balance of the Notes will be due and payable at the Redemption Price
and unless all the Notes are not redeemed on such Payment Date no interest will
accrue on the Notes after such Payment Date.
Because the Initial Pool Balance is greater than the sum of the
initial principal balance of the Notes and the Lease Trust Certificates (the
Notes constitute less than 90% of the initial capitalization of the Issuer),
absent substantial shortfalls in amounts available from the Series 1995-1
Certificates to pay Noteholders, it is likely that the Notes will have been
paid in full on or before the Payment Date on which the Administrative Agent is
permitted to exercise its option to purchase the Series 1995-1 Certificates.
See "The Issuer--Capitalization of the Issuer."
THE INDENTURE TRUSTEE
_____________ is the Indenture Trustee under the Indenture.
_________ is a __________ banking corporation and its corporate trust offices
are located at ____________. The Transferor, Ford Credit and their respective
affiliates may maintain normal commercial banking relationships with the
Indenture Trustee and its affiliates.
THE ACCOUNTS
The Collection Account. The Collection Account will be
established at an Eligible Institution by the Administrative Agent in the name
of Indenture Trustee on behalf of the Noteholders. Amounts deposited therein
will be invested in Permitted Investments, upon instructions from the Lease
Trustee, with a maturity no later than the next Collection Period Settlement
Date. Income on such investments, if any, will be credited to the Collection
Account. (Series 1995-1 Supplement, Section 5.1). The Collection Account will
initially be established with the FCTT Trustee. If the FCTT Trustee ceases to
be an Eligible Institution, the Collection Account will be moved to an Eligible
Institution within 30 days.
The Payahead Account. The Payahead Account will be established
at an Eligible Institution by the Administrative Agent in the name of the
Indenture Trustee on behalf of the Noteholders. Payaheads deposited therein
will be invested in Permitted Investments, upon instructions from the Lease
Trustee, with a maturity no later than the next Collection Period Settlement
Date. (Series 1995-1 Supplement, Section 5.1). Income on such investments, if
any, will be credited to the Collection Account. The Payahead Account will be
initially established with the FCTT Trustee. If the FCTT Trustee ceases to be
an Eligible Institution, the Payahead Account will be moved to an Eligible
Institution within 30 days. Payahead Credits will be applied by the
Administrative Agent on the Distribution Date if any Monthly Payment with
respect to a Series 1995-1 Lease has not been paid in the related Collection
Period.
The Payment Account. The Payment Account will be an Eligible
Account established in the name of the Indenture Trustee in trust for the
benefit of the Noteholders and the Lease Trust Certificateholders. Amounts
deposited therein will be under the sole dominion and control of the Indenture
Trustee, and will be invested (to the extent not distributed on the day of
deposit) by the Indenture Trustee, upon instructions from the Lease Trustee, in
Permitted Investments with a maturity no later than the immediately following
Payment Date. Income on such investments will be credited to the Payment
Account and will be available to make payments on the Notes and Lease Trust
Certificates. (Indenture, Sections 8.1 and 8.5). The Payment Account will
initially be established with the
39
<PAGE> 42
Indenture Trustee. If the Payment Account may no longer be maintained at the
Indenture Trustee, the Payment Account will be moved within 30 days.
The Reserve Account. The Reserve Account will be an account
established at an Eligible Institution in the name of the Transferor, subject
to the security interest of the Issuer and the Indenture Trustee. Amounts
deposited therein will be invested in Reserve Account Investments. The Reserve
Account will be initially established with the Indenture Trustee. If the
Indenture Trustee ceases to be an Eligible Institution, the Reserve Account
will be moved to an Eligible Institution within 30 days. The Reserve Account
is established to secure the Basic Payment portion of the Program Operating
Lease Payments required to be made by the Transferor under the Program
Operating Lease. See "--Reserve Account Withdrawals and Deposits" for a
description of the amounts to be deposited to and withdrawn from the Reserve
Account.
THE INDENTURE CASH FLOWS
Deposits to Collection Account. On each Distribution Date, or on
each business day if each Monthly Remittance Condition has not been satisfied,
after withdrawing and paying the Comerica Fee and the Administrative Agent Fee,
the Administrative Agent will deposit all Collections with respect to Series
1995-1 Assets into the Collection Account. (Series 1995-1 Supplement, Section
5.2).
"Collections" means with respect to Series 1995-1 Assets and any
Collection Period, all of the following amounts received by the Administrative
Agent in such Collection Period: (i) all Monthly Payments and Payahead Credits;
(ii) all Administrative Purchase Amounts; (iii) all Available Scheduled
Termination Sale Proceeds; (iv) all Voluntary Early Termination Proceeds;
(v) all Liquidation Proceeds; and (vi) all Recoveries.
"Monthly Payment" means with respect to any Lease, the amount
payable monthly by the Obligor equal to the Constant Yield Payment and the
Additional Fee and certain other fees and charges for such month.
"Payahead Credits" means with respect to any Series 1995-1 Lease
the amount withdrawn from the Payaheads on deposit in the Payahead Account with
respect to an Obligor and applied against the Monthly Payment due in such
Collection Period with respect to such Lease.
"Administrative Purchase Amount" means with respect to any Lease
as of the end of a Collection Period as to which a breach of certain
representations, warranties or covenants has occurred (including due to a Term
Extension or the re-titling of a Leased Vehicle), the Adjusted Balance Subject
to Lease Charges as of such date plus any overdue Monthly Payments which have
not been paid by the Obligor.
"Available Scheduled Termination Sale Proceeds" means with
respect to a Collection Period all Sale Proceeds received by the Administrative
Agent in such Collection Period for Series 1995-1 Leased Vehicles which were
sold on or after the termination of the related Series 1995-1 Leases at their
respective Scheduled Lease End Dates (increased by amounts collected in
connection with Excess Wear and Tear and Excess Mileage and reduced by amounts
required to be remitted to the related Obligors under applicable law); provided
that to the extent the Transferor exercises its option to purchase a Series
1995-1 Leased Vehicle, the Available Scheduled Termination Sale Proceeds for
any Series 1995-1 Leased Vehicle will not exceed the Transferor Purchase Option
Price. See "Series 1995-1 Certificates--Lease of the Series 1995-1
Certificates to the Transferor."
"Voluntary Early Termination Proceeds" means all amounts received
in connection with a Voluntary Early Termination, which amount is equal to the
Adjusted Balance Subject to Lease Charges at the time of termination plus all
unpaid Monthly Payments due but not paid as of the date of termination.
"Liquidation Proceeds" means all amounts received with respect to
a Liquidated Lease and the related Leased Vehicle in the month in which such
Lease became a Liquidated Lease, net of any amounts, remitted
40
<PAGE> 43
to the Obligor as required by law. A "Liquidated Lease" means a Lease which is
in default and with respect to which the Administrative Agent has repossessed
or attempted to repossess the related Leased Vehicle or the related Obligor is
the subject of a bankruptcy proceeding.
"Recoveries" means, with respect to any Collection Period, (i) all
amounts received during such Collection Period (net of taxes) with respect to
Leases which became Liquidated Leases before such Collection Period plus
(ii) all amounts received with respect to Leases which expired on their
respective Scheduled Lease End Dates before such Collection Period and with
respect to which the proceeds from the sale of the related Leased Vehicles
were received before such Collection Period, minus any amounts remitted to the
Obligor as required by law.
On the business day preceding each Payment Date, the
Administrative Agent acting on behalf of the Issuer will deliver to the
Indenture Trustee instructions setting forth the information necessary to make
all disbursements and payments with respect to such Payment Date. (Indenture,
Section 8.3).
On each Payment Date, the Administrative Agent will make a
deposit or withdrawal from the Collection Account in an amount equal to the sum
of the Aggregate Net Sale Proceeds Advances and Aggregate Net Monthly Payment
Advances for the preceding Accrual Period. (Series 1995-1 Supplement, Sections
5.2 and 5.4).
"Aggregate Net Sale Proceeds Advances" means, with respect to any
Accrual Period, the aggregate Sale Proceeds Advances made by the Administrative
Agent with respect to such Accrual Period minus the amount received by the
Administrative Agent in such Accrual Period as repayment of Sale Proceeds
Advances which were made with respect to previous Accrual Periods. See
"Description of the Administrative Agency Agreement--Advances of Sale
Proceeds."
"Aggregate Net Monthly Payment Advances" means, with respect to
any Accrual Period, the aggregate Monthly Payment Advances made by the
Administrative Agent with respect to such Accrual Period minus the amount
received by the Administrative Agent in such Accrual Period as repayment of
Monthly Payment Advances which were made with respect to a previous Accrual
Period. See "Description of the Administrative Agency Agreement--Monthly
Payment Advances."
Deposits to the Payment Account. On each Distribution Date the
Administrative Agent will deposit to the Payment Account all amounts on deposit
in the Collection Account relating to the previous Collection Period, after
giving effect to any deposit of Collections on such Distribution Date, and, if
such Distribution Date is also a Payment Date, after giving effect to the total
Aggregate Net Sale Proceeds Advances and Aggregate Net Monthly Payment Advances
made on such Payment Date with respect to the related Accrual Period. (Series
1995-1 Supplement, Section 5.2 and Indenture, Section 8.4).
The "Available Funds" on deposit in the Payment Account on any
Payment Date will be equal to the Collections deposited therein on each of the
two preceding Distribution Dates (including earnings on investments of such
amounts) and Collections deposited therein on the Distribution Date occurring
on such Payment Date plus the total Aggregate Net Sale Proceeds Advances and
Aggregate Net Monthly Payment Advances deposited on such Payment Date.
On each Payment Date, the Indenture Trustee will withdraw from
the Reserve Account and deposit to the Payment Account the Reserve Account Draw
Amount (if any) and the Reserve Account Release Amount (if any), and the
Indenture Trustee will draw on the Limited RV Guaranty and deposit to the
Payment Account the RV Guaranty Draw Amount (if any). (Indenture, Sections 8.3
and 8.4).
The "Total Available Funds" on deposit in the Payment Account on
any Payment Date will be equal to the sum of the Available Funds, the Reserve
Account Draw Amount, the Reserve Account Release Amount
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and the RV Guaranty Draw Amount. See "--Reserve Account Withdrawals and
Deposits" for a description of how the Reserve Account Draw Amount and the
Reserve Account Release Amount are calculated and "--Limited RV Guaranty" for a
description of how the RV Guaranty Draw Amount is calculated.
Withdrawals from the Payment Account. On each Payment Date, the
Indenture Trustee will apply the Total Available Funds in the following order
of priority:
(i) to the Noteholders, pro rata without any priority
among Classes, to pay interest due on the outstanding Notes on such
Payment Date (and interest on any overdue interest);
(ii) to an account held by the Lease Trustee for
distribution to Lease Trust Certificateholders, to pay interest (and
interest on any overdue interest) due on the Lease Trust Certificates on
such Payment Date;
(iii) to Ford Credit, to pay the Limited RV Guaranty Fee
with respect to the related Accrual Period;
(iv) to the Reserve Account, to pay the Reserve Account
Deposit Amount for such Payment Date, if any; and
(v) to the Noteholders, to pay principal with respect
to each Class of Notes outstanding, sequentially, until the Notes have
been paid in full; provided that if an Event of Default has occurred
under the Indenture and the maturity of the Notes has been accelerated,
principal payments will be made on a pro rata basis to holders of the
Class A-1 Notes, the Class A-2 Notes and the Class A- 3 Notes based on
their respective principal balances, without distinction among Classes.
Any Total Available Funds remaining in the Payment Account after
the Class A-3 Notes have been paid in full will be deposited in an account held
by the Lease Trustee for distribution to Lease Trust Certificateholders or
otherwise in accordance with the terms of the Lease Trust Agreement.
(Indenture, Section 8.4). See "--Limited RV Guaranty" and "--Reserve Account
Withdrawals and Deposits."
LIMITED RV GUARANTY
On the Closing Date, Ford Credit will issue a limited guaranty
(the "Limited RV Guaranty") in favor of the Lease Trustee acting on behalf of
the Issuer, who will assign its rights thereunder to the Indenture Trustee as
part of the Lease Trust Estate pledged pursuant to the Indenture. The "Initial
RV Guaranty Amount" will be $________, and the "Available RV Guaranty Amount"
as of any Payment Date will equal the Initial RV Guaranty Amount minus the
aggregate RV Guaranty Draw Amounts made on each preceding Payment Date. No
reinstatement will be made for amounts drawn under the Limited RV Guaranty.
The Limited RV Guaranty is available to cover losses with respect
to Sale Proceeds (including amounts collected in respect of Excess Wear and
Tear and Excess Mileage and reduced by amounts required to be remitted to the
Obligor under applicable law) of Series 1995-1 Leased Vehicles which were sold
on or after the Scheduled Lease End Dates of the respective related Series
1995-1 Leases for less than their respective Residual Values (as such Residual
Values are decreased by Uncollected Excess Wear and Tear and Excess Mileage).
The amount available from the Limited RV Guaranty will not include amounts
payable in respect of Uncollected Excess Wear and Tear and Excess Mileage, if
any, with respect to such vehicle. The amount of such Uncollected Excess Wear
and Tear and Excess Mileage is considered a Series 1995-1 Credit Loss because
the Obligor is contractually obligated to pay such amount, and therefore it
will not be a component of the RV Guaranty Draw Amount but will be a component
of the Reserve Account Draw Amount. On any Payment Date, the "RV Guaranty Draw
Amount" will equal the lesser of (i) the amount, if any, by which the Required
Scheduled Termination Sale Proceeds exceeds
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the Accrual Available Scheduled Termination Sale Proceeds and (ii) the
Available RV Guaranty Amount as of such Payment Date. The "RV Guaranty Draw
Shortfall" for any Payment Date is the amount, if any, by which (i) the
Required Scheduled Termination Sale Proceeds minus the Accrual Available
Scheduled Termination Sale Proceeds is greater than (ii) the Available RV
Guaranty Amount.
The "Required Scheduled Termination Sale Proceeds" for any
Payment Date is the aggregate Residual Values of all Series
1995-1 Leased Vehicles the related Series 1995-1 Leases of which
reached their Scheduled Lease End Dates sold in the related
Accrual Period minus the aggregate Uncollected Excess Wear and
Tear and Excess Mileage with respect to such Series 1995-1 Leased
Vehicles.
The "Accrual Available Scheduled Termination Sale Proceeds" on
any Payment Date is equal to (i) the Available Scheduled
Termination Sale Proceeds for each of the three preceding
Collection Periods, plus (ii) Administrative Purchase Amounts
deposited in connection with Term Extensions.
As compensation for issuing the Limited RV Guaranty, Ford Credit
will on each Payment Date, to the extent that funds are available after
payments of interest to Noteholders and Lease Trust Certificateholders, receive
the Limited RV Guaranty Fee. The "Limited RV Guaranty Fee" with respect to any
Payment Date is ___% of the aggregate Residual Values of Series 1995-1 Leased
Vehicles at the beginning of the preceding Accrual Period. See "--The
Indenture Cash Flows."
RESERVE ACCOUNT WITHDRAWALS AND DEPOSITS
Amounts on deposit in the Reserve Account from time to time (the
"Reserve Account Amount") are available to cover shortfalls in amounts
available to make Program Operating Lease Payments in an amount equal to
(i) for Liquidated Leases, the difference between (x) the aggregate amounts
received from Obligors and from the disposition of the related Series 1995-1
Leased Vehicles and (y) the aggregate Adjusted Balance Subject to Lease Charges
of such Liquidated Leases and the related uncollected Monthly Payments from
Obligors of such Liquidated Leases, (ii) for Series 1995-1 Leases which
terminate on or after their respective Scheduled Lease End Dates, the sum of
(x) the aggregate uncollected Monthly Payments from the related Obligors and
(y) the aggregate Uncollected Excess Wear and Tear and Excess Mileage for such
Series 1995-1 Leases. See "--Limited RV Guaranty." The initial amount
deposited in the Reserve Account on the Closing Date will be $____________ (the
"Initial Reserve Account Deposit"). The Reserve Account Amount will be
increased by each Reserve Account Deposit Amount deposited therein and will be
decreased by the amount of each Reserve Account Draw Amount and Reserve Account
Release Amount on each Payment Date. The "Required Reserve Account Amount" as
of any Payment Date will be the lesser of (i) __% of the Pool Balance as of the
last day of the related Accrual Period and (ii) the sum of the aggregate
principal balance of the Notes and the Lease Trust Certificates as of such
Payment Date, before giving effect to any payments made on such Payment Date;
provided that the Required Reserve Account Amount will not in any event be less
than $___________________.
Reserve Account Draw Amount. If, on any Payment Date, the sum of
the Available Funds, the RV Guaranty Draw Amount and any RV
Guaranty Draw Shortfall is less than the sum of the Required
Interest Payment and the Pool Balance Decline, the Indenture
Trustee will withdraw an amount equal to the amount of such
shortfall from the Reserve Account, up to the amount of the
Reserve Account Amount as of such Payment Date (such withdrawal,
the "Reserve Account Draw Amount").
Reserve Account Deposit Amount. On each Payment Date, the
Reserve Account Deposit Amount will be deposited if necessary in
the Reserve Account from the amounts on deposit in the Payment
Account after giving effect to the payment of interest on the
Notes, interest on the Lease Trust
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Certificates and the Limited RV Guaranty Fee. The "Reserve
Account Deposit Amount," if any, on any Payment Date is the
lesser of (i) the difference between the Required Reserve Account
Amount and the Reserve Account Amount, each as of such Payment
Date after giving effect to any releases or withdrawals from the
Reserve Account on such Payment Date, and (ii) the amount, if
any, by which the sum of Available Funds, the RV Guaranty Draw
Amount and any RV Guaranty Draw Shortfall exceeds the sum of the
Required Interest Payment and the Pool Balance Decline.
Reserve Account Release Amount. On each Payment Date, the
Reserve Account Release Amount will be included in the Total
Available Funds to make payments under the Indenture. The
"Reserve Account Release Amount" on each Payment Date is the
amount, if any, by which the Reserve Account Amount as of the
prior Payment Date exceeds the sum of the Reserve Account Draw
Amount and the Required Reserve Account Amount as of such Payment
Date.
ADVANCES
The Administrative Agent will make a Monthly Payment Advance on
each Payment Date with respect to Monthly Payments not received with respect to
a Series 1995-1 Lease as of the end of the related Accrual Period but only if
the Administrative Agent determines in its sole discretion that such Monthly
Payment Advance will be recoverable from subsequent Monthly Payments on such
Series 1995-1 Lease. The Administrative Agent will make Sale Proceeds Advances
for Sale Proceeds which have not been received as of the end of the related
Accrual Period with respect to Series 1995-1 Leased Vehicles which were sold in
such Accrual Period on or after their respective Scheduled Lease End Dates. On
each Payment Date, the Administrative Agent will deposit to, or withdraw from,
the Collection Account the Aggregate Net Sale Proceeds Advances and the
Aggregate Net Monthly Payment Advances. See "--The Indenture Cash Flows,"
"Description of the Administrative Agency Agreement--Advances of Sale Proceeds"
and "Description of the Administrative Agency Agreement--Monthly Payment
Advances."
MONTHLY REMITTANCE CONDITION
The Administrative Agency Agreement requires the Administrative
Agent to make all deposits of amounts received from Obligors during each
Collection Period on each business day, net of amounts payable in respect of
the Administrative Agent Fee and the Comerica Fee. However, so long as each
Monthly Remittance Condition is satisfied, the Administrative Agent may retain
such amounts until the related Distribution Date. Pending deposit into the
Collection Account, collections of amounts received from Obligors may be
employed by the Administrative Agent at its own risk and for its own benefit
and will not be segregated from its own funds. Deposits or withdrawals from
the Collection Account with respect to Monthly Payment Advances and Sale
Proceeds Advances will be made on each Payment Date on a net basis. (Series
1995-1 Supplement, Section 5.2).
INDENTURE
Events of Default. The "Events of Default" in the Indenture
consist of (i) a default for five days or more in the payment of interest on
any Note; (ii) the sum of (x) the aggregate principal balance of the Notes and
(y) the principal balance of the Lease Trust Certificates is equal to or in
excess of the Pool Balance; (iii) a default in the payment of principal of any
Note at Stated Maturity or upon redemption; (iv) the occurrence of an event of
default under the Program Operating Lease; (v) a default in the observance or
performance of any material covenant or agreement, or any representation or
warranty made in the Indenture or in any certificate or writing delivered
pursuant thereto proves to have been incorrect in any material respect as of
the time when made, and the continuation of such default for a period of 60
days or in the case of a materially incorrect representation or warranty, 30
days, after notice thereof is given to the Lease Trustee by the Indenture
Trustee or the Lease Trustee and the Indenture Trustee by the holders of at
least 25% of the aggregate principal balance of the Notes or (vi) certain
events of bankruptcy, insolvency, receivership or liquidation of the Issuer.
(Indenture, Section 5.1).
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Noteholders holding not less than a majority of the aggregate
principal balance of the Notes may waive any past default or Event of Default
prior to the declaration of the acceleration of the maturity of the Notes,
except a default (i) in payment of principal of or interest on any of the Notes
or (ii) in respect of any covenant or provision in the Indenture which cannot
be modified or amended without unanimous consent of the Noteholders.
(Indenture Section, 5.12).
Remedies. If an Event of Default should occur and be continuing,
the Indenture Trustee or the holders of a majority of the aggregate principal
balance of the Notes may declare the principal of the Notes to be immediately
due and payable. Such declaration may, in certain circumstances, be rescinded
by the holders of a majority of the aggregate principal balance of the Notes.
(Indenture, Section 5.2).
If the Notes have been declared due and payable following an
Event of Default, the Indenture Trustee may institute proceedings to collect
amounts due, exercise remedies as a secured party including foreclosure or sale
of the Lease Trust Estate, or elect to maintain the Lease Trust Estate and
continue to apply proceeds from the Lease Trust Estate as if there had been no
declaration of acceleration. The Indenture Trustee may not, however, unless
directed to sell the Lease Trust Estate pursuant to the Lease Trust Agreement
as a result of the insolvency of the Transferor or Ford Credit Leasing, sell
the Lease Trust Estate following an Event of Default (other than the occurrence
of an Event of Default described in clauses (i), (ii) or (iii) above) unless
(i) 100% of the Noteholders consent thereto, (ii) the proceeds of such sale are
sufficient to pay in full the principal of and the accrued interest on the then
outstanding Notes and Lease Trust Certificates or (iii) the Indenture Trustee
determines that the Lease Trust Estate would not be sufficient on an ongoing
basis to make all payments on the Notes as such payments would have become due
if such obligations had not been declared due and payable, and the Indenture
Trustee obtains the consent of holders of 66-2/3% of the aggregate principal
balance of the Notes. The Indenture Trustee may, but need not, obtain and rely
upon an opinion of an independent accountant or investment banking firm as to
the sufficiency of the Lease Trust Estate to pay interest and principal on the
Notes on an ongoing basis. (Indenture, Section 5.4).
In the event of a sale of the Lease Trust Estate, either as a
result of the insolvency of the Transferor or Ford Credit Leasing or following
the occurrence of certain Events of Default pursuant to the direction of the
Indenture Trustee or the Noteholders, the proceeds of such sale shall be
distributed first to the Indenture Trustee for amounts due as compensation or
indemnity payments pursuant to the terms of the Indenture; second to the
Noteholders for interest which is due and unpaid, ratably, without preference
or priority among the Classes; and third to the Noteholders for principal which
is due and unpaid, ratably, without any distinction among Classes. Any
remaining amounts shall be distributed to the Lease Trust Certificateholders
for amounts due and unpaid in accordance with the terms of the Lease Trust
Agreement and then the Deferred Amount will be paid to the Transferor and Ford
Credit Leasing as holders of the Transferor Lease Trust Certificates.
Subject to the provisions of the Indenture relating to the duties
of the Indenture Trustee, in case an Event of Default shall occur and be
continuing with respect to the Notes, the Indenture Trustee will be under no
obligation to exercise any of the rights or powers under the Indenture at the
request or direction of any of the Noteholders, if the Indenture Trustee
reasonably believes it will not be adequately indemnified against the costs,
expenses and liabilities which might be incurred by it in complying with such
request. Subject to such provisions for indemnification and certain
limitations contained in the Indenture, the holders of not less than a majority
of the aggregate principal balance of the Notes will have the right to direct
the time, method and place of conducting any proceeding or any remedy available
to the Indenture Trustee or exercising any trust power conferred on the
Indenture Trustee, and the holders of not less than a majority of the aggregate
principal balance of the Notes may, in certain cases, waive any default with
respect thereto, except a default in the payment of principal or interest or a
default in respect of a covenant or provision of the Indenture that cannot be
modified without the waiver or consent of all of the holders of the outstanding
Notes. Until such time, if any, as Definitive Notes have been issued, the
Indenture Trustee will act only in accordance with the instructions of Cede, as
nominee for DTC. However, under the rules, regulations and procedures creating
and affecting DTC and its operations, DTC will act only in
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accordance with the instructions of the Participants to whom Notes are
credited, which will in turn act in accordance with the instructions of persons
holding beneficial interests in such Notes through such Participants.
Accordingly, although only Cede will be entitled to vote under the Indenture,
Note Owners will be entitled to instruct DTC as to the manner in which to vote.
(Indenture, Section 5.11).
No Noteholder will have the right to institute any proceeding
with respect to the Indenture, unless (i) such Noteholder previously has given
to the Indenture Trustee written notice of a continuing Event of Default, (ii)
the holders of not less than 25% of the aggregate principal balance of the
Notes have made written request of the Indenture Trustee to institute such
proceeding in its own name as Indenture Trustee, (iii) such Noteholder or
Noteholders have offered the Indenture Trustee reasonable indemnity, (iv) the
Indenture Trustee has for 60 days failed to institute such proceeding and (v)
no direction inconsistent with such written request has been given to the
Indenture Trustee during such 60-day period by the holders of a majority of the
aggregate principal balance of the Notes. (Indenture, Section 5.6).
Neither the Indenture Trustee nor the Lease Trustee in their
respective individual capacities, nor any holder of a Lease Trust Certificate,
nor any of their respective owners, beneficiaries, agents, officers, directors,
employees, successors or assigns will, in the absence of an express agreement
to the contrary, be personally liable for the payment of interest on or
principal of the Notes or for the agreements of the Issuer and the Lease
Trustee, in its capacity as trustee, contained in the Indenture.
Certain Covenants. The Issuer may not consolidate with or merge
into any other entity, unless (i) the entity formed by or surviving such
consolidation or merger is organized under the laws of the United States, any
state or the District of Columbia, (ii) such entity expressly assumes the
Issuer's obligation to make due and punctual payments upon the Notes and the
performance or observance of every agreement and covenant of the Issuer under
the Indenture, (iii) no Event of Default shall have occurred and be continuing
immediately after such merger or consolidation, (iv) the Issuer has been
advised that the then outstanding rating or ratings of each Class of the Notes
would not be reduced or withdrawn by the Rating Agencies as a result of such
merger or consolidation, (v) any action that is necessary to maintain the lien
and security created by the Indenture shall have been taken and (vi) the Lease
Trustee has received an Opinion of Counsel to the effect that such
consolidation or merger would have no material adverse tax consequences to the
Issuer or to any Noteholder or Lease Trust Certificateholder. (Indenture,
Section 3.10).
The Issuer will not, among other things, (i) except as expressly
permitted by the Indenture, the Program Operating Lease and the other Basic
Documents, sell, transfer, exchange or otherwise dispose of any of the assets
of the Issuer, (ii) claim any credit on or make any deduction from the
principal and interest payable in respect of the Notes (other than amounts
withheld under the Code or applicable state law) or assert any claim against
any present or former holder of Notes because of the payment of taxes levied or
assessed upon the Issuer, (iii) dissolve or liquidate in whole or in part or
(iv) permit (x) the validity or effectiveness of the Indenture to be impaired,
(y) any person to be released from any covenants or obligations with respect to
the Notes under the Indenture except as may be expressly permitted thereby or
(z) any lien, charge, excise, claim, security interest, mortgage or other
encumbrance to be created on or extend to or otherwise arise upon or burden the
assets of the Issuer or any part thereof, or any interest therein or the
proceeds thereof. (Indenture, Section 3.8).
The Issuer may not engage in any activities other than financing,
acquiring, owning, pledging, leasing (subject to the lien of the Indenture) and
managing the Series 1995-1 Certificates as contemplated by the Indenture and
the other Basic Documents. (Indenture, Section 3.12).
The Issuer will not incur, assume or guarantee any indebtedness
other than indebtedness incurred pursuant to the Notes and the Lease Trust
Certificates or otherwise in accordance with the Basic Documents. (Indenture,
Section 3.13).
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The Issuer will or will cause the Administrative Agent to deliver
to the Indenture Trustee on the business day preceding each Payment Date the
disbursement and payment instructions as required pursuant to the Indenture.
(Indenture, Section 8.3).
Replacement of the Indenture Trustee. Noteholders holding not
less than a majority of the aggregate principal balance of the Notes may remove
the Indenture Trustee without cause by so notifying the Indenture Trustee and
the Lease Trustee, and following such removal may appoint a successor Indenture
Trustee.
The Indenture Trustee may resign at any time by so notifying the
Lease Trustee and the Noteholders. The Lease Trustee is required to remove the
Indenture Trustee if the Indenture Trustee (i) ceases to be eligible to
continue as the Indenture Trustee, (ii) is adjudged to be bankrupt or
insolvent, or (iii) otherwise becomes incapable of acting. Upon the
resignation or required removal of the Indenture Trustee, or the failure of the
Noteholders to appoint a successor Indenture Trustee following the removal
without cause of the Indenture Trustee, the Lease Trustee will be required
promptly to appoint a successor Indenture Trustee. (Indenture, Section 6.8).
Duties of Indenture Trustee. Except during the continuance of
an Event of Default, the Indenture Trustee will (i) perform such duties and
only such duties as are specifically set forth in the Indenture, (ii) rely, as
to the truth of the statements and the correctness of the opinions expressed in
certificates or opinions furnished to the Indenture Trustee which conform to
the requirements of the Indenture, and (iii) examine such certificates and
opinions to determine whether or not they conform to the requirements of the
Indenture. Upon the continuance of an Event of Default, the Indenture Trustee
will be required to exercise the rights and powers vested in it by the
Indenture and use the same degree of care and skill in the exercise thereof as
a prudent person would exercise or use under the circumstances in the conduct
of such person's own affairs. (Indenture, Section 6.1).
Compensation and Indemnity. The Issuer will (i) pay to the
Indenture Trustee from time to time reasonable compensation for its services,
(ii) reimburse the Indenture Trustee for all expenses reasonably incurred and
(iii) indemnify the Indenture Trustee against any and all losses, liability or
expense (including attorneys' fees) incurred by it in connection with the
performance of its duties. The Indenture Trustee will not be indemnified
against any loss, liability or expense incurred by it through its own wilful
misconduct, negligence or bad faith, except that, the Indenture Trustee will
not be liable (i) for any error of judgment made by it in good faith unless it
is proved that the Indenture Trustee was negligent in ascertaining the
pertinent facts, (ii) with respect to any action it takes or omits to take in
good faith in accordance with a direction received by it from Noteholders in
accordance with the terms of the Indenture, and (iii) for interest on any money
received by it except as the Indenture Trustee and the Lease Trustee may agree
in writing. The Indenture Trustee will not be deemed to have knowledge of any
event unless an officer of the Indenture Trustee has actual knowledge thereof
or has received written notice thereof in accordance with the provisions of the
Indenture. (Indenture, Sections 6.1 and 6.7).
Access to Noteholder Lists. If Definitive Notes are issued in
the limited circumstances set forth in "--Definitive Notes," and the Indenture
Trustee is not the Note Registrar, the Lease Trustee will furnish or cause to
be furnished to the Indenture Trustee a list of the names and addresses of the
Noteholders (i) as of each Record Date, within five days thereafter and (ii) as
of not more than 10 days prior to the time such list is furnished, within 30
days after receipt by the Lease Trustee of a written request therefor.
(Indenture, Section 7.1).
Annual Compliance Statement. The Issuer will be required to file
annually with the Indenture Trustee a written statement as to the fulfillment
of its obligations under the Indenture. (Indenture, Section 3.9).
Indenture Trustee's Annual Report. The Indenture Trustee will be
required to mail each year to all Noteholders a brief report relating to its
eligibility and qualification to continue as the Indenture Trustee under the
Indenture, any amounts advanced by it under the Indenture, the amount, interest
rate and maturity date of certain indebtedness owing by the Issuer to the
Indenture Trustee in its individual capacity, the property and funds
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physically held by the Indenture Trustee as such and any action taken by it
that materially affects the Notes and that has not been previously reported.
(Indenture, Section 3.17).
Satisfaction and Discharge of Indenture. The Indenture will be
discharged with respect to the collateral securing the Notes upon the delivery
to the Indenture Trustee for cancellation of all the Notes or, with certain
limitations, upon deposit with the Indenture Trustee of funds sufficient for
the payment in full of all of the Notes. (Indenture, Section 4.1).
Modification of Indenture. With the consent of the holders of
not less than a majority of the aggregate principal balance of the Notes, the
Lease Trustee, on behalf of the Issuer, and the Indenture Trustee may execute
a supplemental indenture to add provisions to, or change in any manner or
eliminate any provisions of, the Indenture with respect to the Notes, or to
modify (except as provided below) in any manner the rights of the Noteholders.
(Indenture, Section 9.2).
Without the consent of the holder of each outstanding Note
affected thereby, however, no supplemental indenture may (i) change the Stated
Maturity of or interest on any Note or reduce the principal amount thereof, the
interest rate specified thereon or the redemption price with respect thereto or
change any place of payment where, or the coin or currency in which, any Note
or any interest thereon is payable, (ii) impair the right to institute suit for
the enforcement of certain provisions of the Indenture regarding payment, (iii)
reduce the percentage of the aggregate principal balance of the Notes the
consent of the holders of which is required for any such supplemental indenture
or the consent of the holders of which is required for any waiver of compliance
with certain provisions of the Indenture or of certain defaults thereunder and
their consequences as provided for in the Indenture, (iv) modify or alter the
provisions of the Indenture regarding the voting of Notes held by the Issuer,
the Transferor, the Administrative Agent, an affiliate of any of them or any
obligor on the Notes, (v) reduce the percentage of the aggregate principal
balance of the Notes the consent of the holders of which is required to direct
the Indenture Trustee to sell or liquidate the Lease Trust Estate if the
proceeds of such sale would be insufficient to pay the principal balance and
accrued but unpaid interest on the Notes, (vi) decrease the percentage of the
aggregate principal balance of the Notes required to amend the sections of the
Indenture which specify the applicable percentage of the aggregate principal
balance of the Notes necessary to amend the Indenture or the other Basic
Documents or (vii) permit the creation of any lien ranking prior to or on a
parity with the lien of the Indenture with respect to any of the collateral for
the Notes or, except as otherwise permitted or contemplated in the Indenture,
terminate the lien of the Indenture on any such collateral or deprive the
holder of any Note of the security afforded by the lien of the Indenture.
The Lease Trustee, on behalf of the Issuer, and the Indenture
Trustee may also enter into supplemental indentures, without obtaining the
consent of Noteholders but with written notice to the Rating Agencies, for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of modifying in any manner the rights
of Noteholders; provided, that such action will not, (i) as evidenced by an
Opinion of Counsel, materially and adversely affect the interests of any
Noteholder, (ii) as confirmed by each Rating Agency rating the Notes, cause the
then current rating assigned to any Class of Notes to be withdrawn or reduced
or (iii) as evidenced by an Opinion of Counsel, cause the Notes to no longer be
characterized as indebtedness. (Indenture, Section 9.1).
The Lease Trust Agreement requires the Lease Trustee to give the
Lease Trust Certificateholders notice of any proposed supplemental indenture if
it materially adversely affects the Lease Trust Certificateholders or if
Noteholders consent is required and provides that the Lease Trustee will not
enter into such amendment unless Lease Trust Certificateholders holding 25% or
more of the principal balance of Lease Trust Certificates consent in writing.
See "Additional Document Provisions--The Lease Trust Agreement."
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DESCRIPTION OF THE ADMINISTRATIVE AGENCY AGREEMENT
DUTIES OF THE ADMINISTRATIVE AGENT
The duties of the Administrative Agent with respect to the Series
1995-1 Assets are set forth in the Administrative Agency Agreement and the
Series 1995-1 Supplement. The Administrative Agent will manage, service,
administer, and make collections on the Series 1995-1 Leases using the same
degree of skill and attention that it exercises with respect to all comparable
retail automotive leases and retail installment sales contracts that it
services for itself or others ("Accepted Servicing Practices"). The
Administrative Agent will collect and post all payments, respond to inquiries
of Obligors, investigate delinquencies, commence legal proceedings to enforce
Series 1995-1 Leases against delinquent Obligors, send invoices to Obligors,
account for collections, furnish monthly and annual statements to the FCTT
Trustee with respect to distributions, make Sale Proceeds Advances and Monthly
Payment Advances, and pay Administrative Purchase Amounts. The Administrative
Agent will be required to take all necessary steps to maintain evidence of
FCTT's ownership on the certificate of title of each Series 1995-1 Leased
Vehicle. The Administrative Agent will obtain all licenses required to be held
by FCTT in connection with the ownership of Series 1995-1 Leases and Series
1995-1 Leased Vehicles. The Administrative Agent may contract with third
parties to perform its duties under the Administrative Agency Agreement, but
shall remain responsible for the performance of such duties. (Administrative
Agency Agreement, Section 4.1).
The Administrative Agency Agreement also sets forth the duties of
the Administrative Agent with respect to the origination and purchase of Leases
and Leased Vehicles by FCTT and the obtaining of certificates of title for such
Leased Vehicles. See "FCTT--Lease Origination from Dealers and Assignment to
FCTT" and "--Titling of Leased Vehicles."
COLLECTION OF TOTAL MONTHLY PAYMENTS; EXTENSION OF LEASES
The Administrative Agent will collect all payments under the
Series 1995-1 Leases. The Administrative Agent may grant extensions, rebates,
or adjustments on Series 1995-1 Leases in accordance with Accepted Servicing
Practices and in its discretion waive any late payment charge or any other fees
that may be collected in the ordinary course of servicing a Series 1995-1
Lease. (Administrative Agency Agreement, Section 4.2).
The Administrative Agent may grant an extension of the Lease Term
(a "Term Extension") if (i) the Obligor requests such extension and is not in
default under the Series 1995-1 Lease at the time of such request, (ii) the
Obligor agrees to continue to make Total Monthly Payments in the same amount as
required under the original terms of such Series 1995-1 Lease and (iii) in the
judgment of the Administrative Agent, the sum of certain payments to be
received from the Obligor during the period for which the Series 1995-1 Lease
is extended will offset any reduction in the amount of proceeds to be realized
from the sale of the related Series 1995-1 Leased Vehicle at a date later than
the Scheduled Lease End Date as a result of such extension. Because the
granting of a Term Extension with respect to any Series 1995-1 Lease would be
deemed to have a material and adverse effect on holders of the Series 1995-1
Certificates, the Administrative Agent will be required to purchase the
beneficial interest in the related Series 1995-1 Leased Vehicle as of the date
of such Term Extension. See "--Administrative Purchases."
The Administrative Agent may also extend the term of a Series
1995-1 Lease in accordance with Accepted Servicing Practices, by waiving the
Total Monthly Payment due in any month in exchange for extending the term of
the Series 1995-1 Lease for one or more additional months beyond the Scheduled
Lease End Date for each month for which the Total Monthly Payment is waived
(such extension, a "Payment Extension"). The Obligor under any Payment
Extension does not receive an increase in the aggregate number of miles which
the Series 1995-1 Leased Vehicle may be driven by the Obligor without incurring
an additional charge for excess mileage under the related Series 1995-1 Lease.
The Administrative Agent may not grant Payment Extensions in excess of, in the
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aggregate, three months beyond the Scheduled Lease End Date of the related
Series 1995-1 Lease. (Administrative Agency Agreement, Section 4.2).
REALIZATION ON LIQUIDATED LEASES
The Administrative Agent will use reasonable efforts (i) to
repossess any Series 1995-1 Leased Vehicle if it determines that eventual
payment in full of the related Series 1995-1 Lease is unlikely and (ii) to
maximize Liquidation Proceeds. Upon repossession, the Administrative Agent has
discretion to repair a damaged Series 1995-1 Leased Vehicle or sell such
vehicle without repairs. This determination will be based on whether the
Administrative Agent believes repairs will increase the related Liquidation
Proceeds by an amount greater than the cost of such repairs. (Administrative
Agency Agreement, Section 4.3).
ADMINISTRATIVE PURCHASES
The Administrative Agent on behalf of Ford Credit and Ford Credit
Leasing, as holders of the EBCs, will be required to purchase the Issuer's
beneficial interest in any Series 1995-1 Asset as to which: either (i) any of
the Specific Eligibility Criteria and General Eligibility Criteria were not
satisfied on the Series 1995-1 Cut-Off Date; (ii) the Administrative Agent has
breached certain covenants in the Administrative Agency Agreement by either (a)
failing to make reasonable efforts to collect Total Monthly Payments from the
related Obligor, (b) failing to maintain record ownership in such Series 1995-1
Leased Vehicle, (c) changing the Retail Operating Lease Factor of such Series
1995-1 Lease, (d) modifying the number or amount of Monthly Payments due under
the Series 1995-1 Lease, except in connection with a Payment Extension, or (e)
otherwise impairing the rights of FCTT or the Issuer in such Series 1995-1
Lease or Series 1995-1 Leased Vehicle and, in each case, such breach continues
unremedied for a specified period; (iii) the related Series 1995-1 Leased
Vehicle has been relocated to a jurisdiction where FCTT is not qualified or
authorized to maintain evidence of the ownership of Series 1995-1 Leased
Vehicles; or (iv) the Administrative Agent has granted a Term Extension. The
amount payable for each such purchase will be the Administrative Purchase
Amount of the Series 1995-1 Lease and Series 1995-1 Leased Vehicle.
(Administrative Agency Agreement, Sections 4.2, 4.5, 4.6 and 4.7; Series 1995-1
Supplement, Section 5.5).
SALE OF LEASED VEHICLES
On the Scheduled Lease End Date of a Series 1995-1 Lease, the
Obligor has the option to purchase the related Series 1995-1 Leased Vehicle for
an amount equal to or greater than its Residual Value. If the Obligor does not
purchase the Leased Vehicle, the Dealer may, at its option, purchase the Leased
Vehicle. If either the Obligor or the Dealer exercises such option, the
Administrative Agent, on behalf of FCTT will sell the Series 1995-1 Leased
Vehicle to the Dealer for an amount equal to the Residual Value thereof plus
any unpaid amounts owing from the related Obligor. If neither the related
Obligor nor the Dealer elects to purchase a Series 1995-1 Leased Vehicle upon
termination of the related Lease, the Dealer will inspect the Series 1995-1
Leased Vehicle and assess any charges in respect of Excess Wear and Tear and
Excess Mileage, and the Administrative Agent will sell such Series 1995-1
Leased Vehicle at auction, or otherwise in accordance with Accepted Servicing
Practices. The Sale Proceeds received by the Issuer with respect to a Series
1995-1 Leased Vehicle sold at auction are limited to the Transferor Purchase
Option Price. See "Series 1995-1 Certificates--Lease of the Series 1995-1
Certificates to the Transferor" and "Special Considerations--Residual Value
Risk."
If the Dealer determines that a Series 1995-1 Leased Vehicle
requires repairs in respect of Excess Wear and Tear and Excess Mileage, either
the Obligor will pay the estimated costs of such repairs or the Administrative
Agent will grant the Obligor a one-month Term Extension to permit the Obligor
to effect such repairs at its own expense. The Administrative Agent will
purchase the beneficial interest in the Series 1995-1 Leased Vehicle for the
Administrative Purchase Amount if it grants a Term Extension. See
"--Administrative Purchases". The Administrative Agent will apply any security
deposit or reconditioning reserve to pay any amounts owed in
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respect of Uncollected Excess Wear and Tear or Excess Mileage which are not
paid by the Obligor. (Administrative Agency Agreement, Section 5.1).
Upon receipt of Sale Proceeds, the Administrative Agent will
deliver the related certificate of title to the Obligor, Dealer or other
purchaser, as the case may be. The Administrative Agent will deposit the Sale
Proceeds from the sale of Series 1995-1 Leased Vehicles (but not an amount in
excess of the Transferor Purchase Option Price) in the Collection Account on
the next following Distribution Date, or on the date it receives such proceeds
if any Monthly Remittance Condition has not been satisfied. (Administrative
Agency Agreement, Sections 5.2 and 5.3). See "Series 1995-1
Certificates--Lease of Series 1995-1 Certificates to the Transferor."
ADVANCES OF SALE PROCEEDS
If the Scheduled Lease End Date with respect to a Series 1995-1
Lease occurs and the related Series 1995-1 Leased Vehicle is not sold by the
last business day of the Accrual Period in which the related Scheduled Lease
End Date occurred, the Administrative Agent will, on the related Payment Date,
make an advance (a "Sale Proceeds Advance") equal to the Residual Value of such
Series 1995-1 Leased Vehicle, but only if the Administrative Agent determines,
in its sole discretion, that such Sale Proceeds Advance will be recoverable
from the Sale Proceeds of the related Series 1995-1 Leased Vehicle. To the
extent such Sale Proceeds are insufficient to reimburse the Sale Proceeds
Advance, such Sale Proceeds Advance will be reimbursed first from the Sale
Proceeds of other Series 1995-1 Leased Vehicles and then, if required, from a
draw on the Limited RV Guaranty. (Administrative Agency Agreement, Section 5.4;
Series 1995-1 Supplement, Section 5.4).
VOLUNTARY EARLY TERMINATIONS, LIQUIDATED LEASES AND RECOVERIES
Upon termination of a Series 1995-1 Lease prior to its Scheduled
Lease End Date and receipt by the Administrative Agent of the related Voluntary
Early Termination Proceeds or Liquidation Proceeds, as the case may be, the
Administrative Agent will deliver the related certificate of title to the
purchaser, if any, of the related Series 1995-1 Leased Vehicle. From and after
such date the Series 1995-1 Certificates will represent a beneficial interest
in the Voluntary Early Termination Proceeds or Liquidation Proceeds and
Recoveries received with respect to such Series 1995-1 Asset and will no longer
represent an interest in such Series 1995-1 Lease or Series 1995-1 Leased
Vehicle. (Administrative Agency Agreement, Section 5.5).
REMITTANCE OF PAYMENTS; ALLOCATION OF FUNDS
The Administrative Agent will apply Total Monthly Payments
received during each Collection Period from each Obligor in the following order
of priority to pay (i) current and overdue Monthly Payments and Use and Lease
Tax Amounts, in the chronological order in which such payments were due; and
(ii) current and overdue Vehicle Insurance and Maintenance Amounts due to the
related Dealer. The Administrative Agent will retain amounts credited to
overdue Monthly Payments to the extent of any unreimbursed Monthly Payment
Advances with respect to the related Series 1995-1 Lease. (Administrative
Agency Agreement, Section 6.1; Series 1995-1 Supplement, Section 5.2).
If on any Distribution Date any portion of a Monthly Payment due
on a Series 1995-1 Lease during the related Collection Period has not been
received from the Obligor, the Administrative Agent will apply an amount equal
to the lesser of (i) the amount of Payaheads credited to such Obligor and (ii)
the portion of such Monthly Payment not received to pay the Monthly Payment
with respect to such Series 1995-1 Lease, and reduce the amount credited to
such Obligor by the amount so applied. Payaheads received from an Obligor in
any Collection Period will be credited to such Obligor. (Administrative Agency
Agreement, Section 6.1).
The Administrative Agent will apply Sale Proceeds (up to the
Transferor Purchase Option Price, if applicable), Voluntary Early Termination
Proceeds and Recoveries which are not from Liquidated Leases received
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during a Collection Period in the following order of priority: (i) to pay any
sales, use and lease taxes; (ii) to reduce the Adjusted Balance Subject to
Lease Charges of such Series 1995-1 Leased Vehicle until such Adjusted Balance
Subject to Lease Charges has been reduced to zero; (iii) to pay Uncollected
Excess Wear and Tear and Excess Mileage charges, if any; and (iv) as a Total
Monthly Payment until an amount equal to the Total Monthly Payment due in such
Collection Period has been credited as set forth in the first paragraph of this
section. (Administrative Agency Agreement, Section 6.1).
The Administrative Agent will apply Liquidation Proceeds and
Recoveries from Liquidated Leases received during a Collection Period in the
following order of priority: (i) to pay any sales, use and lease taxes; (ii)
to reduce the Adjusted Balance Subject to Lease Charges until such Adjusted
Balance Subject to Lease Charges has been reduced to zero; (iii) to pay
Uncollected Excess Wear and Tear and Excess Mileage charges, if any; and (iv)
as a Total Monthly Payment until an amount equal to the Total Monthly Payment
due in such Collection Period has been credited as set forth in the first
paragraph of this section. (Administrative Agency Agreement, Section 6.1).
The Administrative Agent will pay any Use and Lease Tax Amounts
and any other sales, use and lease taxes and any Vehicle Insurance and
Maintenance Amounts due in connection with a payment received from an Obligor
to the appropriate tax authorities and originating Dealers, respectively, and
such amounts will not be available to pay interest of and principal on the
Notes or the Lease Trust Certificates. (Administrative Agency Agreement,
Section 6.1).
MONTHLY PAYMENT ADVANCES
If one or more Monthly Payments due (or any portion thereof) with
respect to a Series 1995-1 Lease during any Accrual Period has not been
deposited to the Collection Account as of the last day of such Accrual Period,
the Administrative Agent will make an advance (a "Monthly Payment Advance") in
an amount equal to the sum of the Monthly Payments due with respect to such
Series 1995-1 Lease during such Accrual Period minus amounts received from the
related Obligor, but only if the Administrative Agent determines, in its sole
discretion, that such Monthly Payment Advance will be recoverable from
subsequent Monthly Payments on such Series 1995-1 Lease. To the extent
subsequent Monthly Payments with respect to such Series 1995-1 Lease are
insufficient to reimburse the Monthly Payment Advance, such Monthly Payment
Advance will be reimbursed first from Collections (other than Sale Proceeds)
with respect to other Series 1995-1 Leases and then, if required, from a draw
on the Reserve Account. (Administrative Agency Agreement, Section 6.3).
STATEMENTS TO HOLDERS
On each Distribution Date, the FCTT Trustee will deliver to the
Lease Trustee a statement relying on the information included in the
certificate of the Administrative Agent described in "--Reporting" for the
related Collection Period, setting forth for such Collection Period the
following information with respect to the Series 1995-1 Assets: (i) the
aggregate Monthly Payments received by the Administrative Agent; (ii) the Pool
Balance as of the beginning and end of such Collection Period and the portion
of such Pool Balance constituting the aggregate Residual Values of the Series
1995-1 Leased Vehicles; (iii) the amount of the Administrative Agent Fee and
the amount of the Comerica Fee for such Collection Period; (iv) the aggregate
Administrative Purchase Amounts paid; (v) the aggregate Available Scheduled
Termination Sale Proceeds, Voluntary Early Termination Proceeds, Liquidation
Proceeds and Recoveries received by the Administrative Agent (separately
stated); (vi) the aggregate amount of Payaheads credited to Obligors as of the
beginning and end of the related Collection Period; (vii) the outstanding Sale
Proceeds Advances as of the beginning and end of the related Collection Period,
the aggregate Residual Values of related Series 1995-1 Leased Vehicles the
related Series 1995-1 Leases of which have expired on or after their respective
Scheduled Lease End Dates, which are unsold as of the beginning and end of the
related Collection Period; and (viii) the outstanding Monthly Payment Advances
as of the beginning and end of the related Collection Period and the
outstanding amount of Monthly Payments which were due but not collected from
the related Obligors as of the beginning and end of the related Collection
Period. In addition to the foregoing, on each
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Payment Date the FCTT Trustee will include in such statement: (i) the Series
1995-1 Credit Loss with respect to each of the three preceding Collection
Periods; and (ii) the Series 1995-1 Residual Loss with respect to each of the
three preceding Collection Periods. (Administrative Agency Agreement, Section
6.4; Series 1995-1 Supplement, Section 6.1).
NO RESIGNATION
The Administrative Agent may not resign from its obligations and
duties under the Administrative Agency Agreement unless, as evidenced by an
Opinion of Counsel, the performance of its duties is no longer permissible
under applicable law. No such resignation will become effective until the FCTT
Trustee or a successor Administrative Agent has assumed the responsibilities
and obligations of the Administrative Agent. (Administrative Agency Agreement,
Section 7.2).
ADMINISTRATIVE AGENT EVENTS OF DEFAULT
Each of the following will constitute an event of default under
the Administrative Agency Agreement (each, an "Administrative Agent Event of
Default"): (i) failure by the Administrative Agent to make any distribution
required by the Administrative Agency Agreement or the Series 1995-1 Supplement
for three business days after written notice of such failure to the
Administrative Agent or after discovery of such failure by the Administrative
Agent; (ii) any failure by the Administrative Agent to observe or to perform in
any material respect any of its covenants or agreements in the Administrative
Agency Agreement or the Series 1995-1 Supplement, which failure materially
adversely affects the holders of the EBCs, the Issuer, as holder of the Series
1995-1 Certificates, or any other holder of an SBC, and continues for a period
of 30 days after written notice of such failure to the Administrative Agent or
after discovery of such failure by the Administrative Agent; (iii) any
representation, warranty, report or certification of the Administrative Agent
in, or pursuant to, the Administrative Agency Agreement or the Series 1995-1
Supplement was incorrect when made, which has a material adverse effect on any
holder of an EBC, the Issuer, or any other holder of an SBC, and continues for
a period of 30 days after written notice thereof to the Administrative Agent or
after discovery of such failure by the Administrative Agent; or (iv) the
occurrence of certain Insolvency Events with respect to the Administrative
Agent; provided, however that the occurrence of an event set forth in clauses
(i), (ii), and (iii) with respect to Series 1995-1 will be an Administrative
Agent Event of Default only with respect to Series 1995-1 and will not be an
Administrative Agent Event of Default with respect to any other Series or the
EBCs. (Administrative Agency Agreement, Section 7.1).
Upon the occurrence of any Administrative Agent Event of Default
the sole remedy available to the holders of the EBCs and the SBCs will be to
remove the Administrative Agent and appoint a successor Administrative Agent.
See "--Removal of the Administrative Agent."
REMOVAL OF THE ADMINISTRATIVE AGENT
Upon the occurrence of an Administrative Agent Event of Default,
the FCTT Trustee may, to the extent such Administrative Agent Event of Default
relates (i) to all FCTT Assets, upon direction of the holders of the Series
1995-1 Certificates (which will be the Indenture Trustee so long as any of the
Notes are outstanding), all holders of any other SBCs and the holders of the
EBCs (excluding Ford Credit and Ford Credit Leasing or any other affiliate of
the Administrative Agent), terminate all of the rights and obligations of the
Administrative Agent under the Administrative Agency Agreement with respect to
all FCTT Assets, or (ii) only to the Series 1995-1 Assets, upon direction of
the holders of the Series 1995-1 Certificates (which will be the Indenture
Trustee, so long as any of the Notes are outstanding), terminate all of the
rights and obligations of the Administrative Agent under the Administrative
Agency Agreement and the Series 1995-1 Supplement, with respect to the Series
1995-1 Assets. In each case, the FCTT Trustee will effect such termination by
delivering notice thereof to the Administrative Agent (with a copy to each
Rating Agency then rating the Notes, the Lease Trust Certificates and any other
securities
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based on any SBCs affected by such Administrative Agent Event of Default).
(Administrative Agency Agreement, Section 7.1).
APPOINTMENT OF A SUCCESSOR
Upon termination or resignation of the Administrative Agent, the
predecessor Administrative Agent will continue to perform its functions as
Administrative Agent, in the case of termination of the Administrative Agent,
until the earlier of the date specified in the termination notice or, if no
such date is specified therein, receipt of such notice and, in the case of
resignation of the Administrative Agent, until the later of (i) 45 days after
the delivery to the FCTT Trustee of the written resignation notice and (ii) the
date upon which the predecessor Administrative Agent becomes unable to act as
Administrative Agent, as specified in the resignation notice and accompanying
Opinion of Counsel. (Administrative Agency Agreement, Section 7.3).
In the event of the Administrative Agent's termination with
respect to all FCTT Assets or resignation, the FCTT Trustee, acting at the
direction of the holders of the EBCs and the outstanding SBCs will appoint a
successor Administrative Agent. In the event of a termination of the
Administrative Agent with respect to the Series 1995-1 Assets only, the FCTT
Trustee, acting at the direction of the holders of the Series 1995-1
Certificates (which will be the Indenture Trustee so long as any of the Notes
are outstanding) will appoint a successor Administrative Agent. The FCTT
Trustee will have the right to approve the successor Administrative Agent, such
approval not to be unreasonably withheld. If a successor Administrative Agent
is not appointed by the effective date of the predecessor Administrative
Agent's resignation or termination, then the FCTT Trustee will act as successor
Administrative Agent. If the FCTT Trustee is legally unable to act as
Administrative Agent, then the FCTT Trustee will be required to appoint, or
petition a court of competent jurisdiction to appoint, any established
institution, having a net worth of not less than $100,000,000 and whose regular
business includes the servicing of retail automotive leases and selling
vehicles at the termination of leases, as the successor Administrative Agent.
(Administrative Agency Agreement, Section 7.3).
Upon appointment, the successor Administrative Agent will assume
all of the rights and obligations of the Administrative Agent under the
Administrative Agency Agreement; provided, however, that no successor
Administrative Agent will have any responsibilities with respect to the
purchase of additional Leases and Leased Vehicles by FCTT or with respect to
making Monthly Payment Advances or Sale Proceeds Advances. (Administrative
Agency Agreement, Section 7.3).
Any compensation payable to a successor Administrative Agent may
not be in excess of that permitted the predecessor Administrative Agent unless
the holders of the EBCs bear such excess costs exclusively. (Administrative
Agency Agreement, Section 7.3).
Any predecessor Administrative Agent will be entitled to
reimbursement for any outstanding Sale Proceeds Advances and Monthly Payment
Advances to the extent funds are available therefor. (Administrative Agency
Agreement, Section 7.4).
CUSTODY OF LEASE FILES
The Administrative Agent will be the custodian of the Lease Files
(including certificates of title) for FCTT, including with respect to the
Series 1995-1 Assets. The Administrative Agent will be required to maintain
accurate and complete accounts, records, and computer systems pertaining to
each Lease File and to conduct, or cause to be conducted, periodic audits of
the Lease Files and of the related accounts, records, and computer systems.
The Administrative Agent will maintain each Lease File at (i) one
of the offices specified in the Administrative Agency Agreement, (ii) at such
other office (which may be a third party contracted by the Administrative Agent
to hold Lease Files) as the Administrative Agent specifies to the FCTT Trustee
by written
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notice not later than 90 days after any change in location or (iii) at one of
the offices included in a list delivered to the FCTT Trustee not less
frequently than every 90 days. The Administrative Agent will make available to
the FCTT Trustee, the Lease Trustee, and the Indenture Trustee a list of
locations of the Lease Files, the Lease Files, and the related accounts,
records, and computer systems maintained by the Administrative Agent at such
times as the FCTT Trustee, the Lease Trustee or the Indenture Trustee may
instruct. As soon as practicable after any termination or resignation of the
Administrative Agent, the Administrative Agent will deliver the Lease Files and
the related accounts and records maintained by the Administrative Agent to the
FCTT Trustee or any successor Administrative Agent.
The Administrative Agent as custodian of the Lease Files will
indemnify the FCTT Trustee, the Issuer, and the Indenture Trustee for any and
all liabilities that result from any improper act or omission of the
Administrative Agent with respect to the Lease Files pertaining to the Series
1995-1 Assets. The Administrative Agent will not be liable for claims
resulting from the willful misfeasance, bad faith, or negligence of the FCTT
Trustee with respect to the Lease Files. (Administrative Agency Agreement,
Section 4.4).
REPORTING
On or before the tenth day of each calendar month, the
Administrative Agent will deliver to the FCTT Trustee a certificate containing
information relating to the distribution, on the following Distribution Date,
of Collections from the preceding Collection Period and the information the
FCTT Trustee will provide to the Lease Trustee on such Distribution Date.
(Administrative Agency Agreement, Section 4.9).
On or before April 30th of each year, the Administrative Agent
will deliver to the FCTT Trustee an officer's certificate, dated as of December
31 of the preceding calendar year, stating that (i) a review of the activities
of the Administrative Agent during the preceding 12-month period and of its
performance under the Administrative Agency Agreement has been made under such
officer's supervision and (ii) to the best of such officer's knowledge, based
on such review, the Administrative Agent has fulfilled all of its obligations
under the Administrative Agency Agreement throughout such period, or, if there
has been a default in the fulfillment of any such obligation, specifying each
such default known to such officer and the nature and status thereof.
(Administrative Agency Agreement, Section 4.10).
The Administrative Agent will be required to deliver to the FCTT
Trustee, within five business days of having obtained knowledge thereof,
written notice in an officer's certificate of any event which with the giving
of notice or lapse of time, or both, would become an Administrative Agent Event
of Default. (Administrative Agency Agreement, Section 4.10).
On or before April 30 of each year beginning April 30, 1996, a
firm of independent certified public accountants, who may also render other
services to the Administrative Agent or to Ford or any affiliate of either of
them, will deliver a report to the Administrative Agent, the FCTT Trustee, the
Lease Trustee and the Indenture Trustee (with a copy to each Rating Agency then
rating the Notes and the Lease Trust Certificates), stating that such firm has
audited the financial statements of the Administrative Agent for the prior
calendar year and that such audit (i) was made in accordance with generally
accepted auditing standards, (ii) included procedures relating to retail
automotive leases serviced for others in accordance with applicable industry
standards, and (iii) except as described in such report, disclosed no
exceptions or errors in the records relating to the Series 1995-1 Leases
serviced that, in the firm's opinion, should be included in such report.
(Administrative Agency Agreement, Section 4.11).
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ADDITIONAL DOCUMENT PROVISIONS
THE LEASE TRUST AGREEMENT
Authority and Duties of the Lease Trustee. The Lease Trustee will
administer the Issuer in the interest of the Lease Trust Certificateholders,
subject to the lien of the Indenture, in accordance with the Lease Trust
Agreement and the other Basic Documents. (Lease Trust Agreement, Section 6.2).
The Lease Trust Certificateholders may, by written instruction,
direct the Lease Trustee in the administration of the Issuer. However, the
Lease Trustee will not be required to follow any such instruction if it
reasonably determines or is advised by counsel that so doing (i) is likely to
result in liability to the Lease Trustee, (ii) is contrary to the terms of the
Lease Trust Agreement or any other Basic Document, or (iii) is unlawful. (Lease
Trust Agreement Section 6.3).
The Lease Trustee will not be required to perform any of the
obligations of the Issuer under the Lease Trust Agreement or the other Basic
Documents that are required to be performed by (i) the Administrative Agent
under the Administrative Agency Agreement or the Series 1995-1 Supplement, (ii)
the Transferor under the Transfer Agreement or the Program Operating Lease or
(iii) the Indenture Trustee under the Indenture. (Lease Trust Agreement,
Section 7.1).
Restrictions on Actions by Lease Trustee. The Lease Trustee may
not (i) initiate or settle any claim or lawsuit involving the Issuer (unless
brought by the Administrative Agent to collect amounts owed under a Series
1995-1 Lease), (ii) amend the Indenture where Noteholder consent is required,
(iii) amend the Indenture where Noteholder consent is not required if such
amendment materially adversely affects the Lease Trust Certificateholders or
(iv) amend any Basic Document other than the Indenture if such amendment
materially affects the Lease Trust Certificateholders, unless (a) the Lease
Trustee provides 30 days written notice thereof to the Lease Trust
Certificateholders and the Rating Agencies and (b) Lease Trust
Certificateholders holding at least 25% of the aggregate principal balance of
the Lease Trust Certificates do not object in writing to any such proposed
amendment within 30 days of such notice. (Lease Trust Agreement, Section 4.1).
Actions by Lease Trust Certificateholders with Respect to Certain
Matters. In general, Lease Trust Certificateholders holding not less than a
majority of the aggregate principal balance of the Lease Trust Certificates may
take, or direct the Lease Trustee to take, any action permitted under the Lease
Trust Agreement; provided, however, that the Lease Trustee will not be required
to follow any directions of the Lease Trust Certificateholders if so doing
would be contrary to any obligation of the Lease Trustee or the Issuer; and
provided further, that the Lease Trustee may not, except upon the occurrence of
an Administrative Agent Event of Default subsequent to the payment in full of
the Notes and in accordance with the written directions of Lease Trust
Certificateholders holding at least 66-2/3% of the aggregate principal balance
of the Lease Trust Certificates, (i) remove the Administrative Agent with
respect to Series 1995-1 Assets, (ii) appoint a successor Administrative Agent
with respect thereto, or (iii) other than following a bankruptcy and
dissolution of the Issuer or Ford Credit Leasing, sell the Series 1995-1
Certificates. (Lease Trust Agreement, Section 4.2, 4.4 and 4.5).
The right of the Lease Trust Certificateholders to take any
action affecting the Series 1995-1 Certificates will be subject to the rights
of the Indenture Trustee under the Indenture.
Resignation and Removal of the Lease Trustee. The Lease Trustee
may resign at any time upon written notice to the Administrative Agent,
whereupon the Transferor will be obligated to appoint a successor Lease
Trustee. The Transferor or the Lease Trust Certificateholders holding not less
than a majority of the aggregate principal balance of the Lease Trust
Certificates may remove the Lease Trustee if the Lease Trustee ceases to be
eligible, becomes insolvent or becomes legally unable to act. Upon removal of
the Lease Trustee, the Transferor or the Lease Trust Certificateholders holding
not less than a majority of the aggregate principal balance of the Lease
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Trust Certificates will appoint a successor Lease Trustee. The Transferor will
be required to deliver written notice to the Rating Agencies of any resignation
or removal of the Lease Trustee. (Lease Trust Agreement, Section 10.2).
The Lease Trustee, and any successor thereto, must at all times
(i) be able to exercise corporate trust powers, (ii) be subject to supervision
or examination by federal or state authorities, (iii) have a combined capital
and surplus of $50,000,000 and (iv) have a long-term debt rating of investment
grade by each of the Rating Agencies or be otherwise acceptable to the Rating
Agencies. (Lease Trust Agreement, Section 10.1). Any co-trustee or separate
trustee appointed for the purpose of meeting applicable state requirements will
not be required to meet these eligibility requirements. (Lease Trust
Agreement, Section 10.5).
Termination. The Lease Trust Agreement will terminate (i) upon
the final distribution of all moneys or other property or proceeds of the Lease
Trust Estate in accordance with the terms of the Indenture and the final
distribution on the Transferor Lease Trust Certificates pursuant to the Lease
Trust Agreement or (ii) 90 days following the occurrence of an Insolvency Event
with respect to the Transferor or Ford Credit Leasing. Upon termination of the
Lease Trust Agreement, the Lease Trustee will direct the Indenture Trustee to
sell the assets of the Lease Trust Estate, other than amounts on deposit in
the Payment Account, in a commercially reasonable manner and on commercially
reasonable terms. (Lease Trust Agreement, Sections 9.1 and 9.2). The Indenture
Trustee will apply the proceeds of such sale to pay amounts owed to the
Indenture Trustee and interest and principal on the Notes and Lease Trust
Certificates in accordance with the terms of the Indenture. See "Description of
the Notes--Indenture--Remedies."
Indemnification. The Transferor will indemnify the Lease Trustee
for any expenses incurred by the Lease Trustee in the performance of its duties
under the Lease Trust Agreement. The Transferor will not be entitled to make
any claim upon the Lease Trust Estate for the payment of any such indemnified
expenses (Lease Trust Agreement, Section 8.2). The Transferor will not
indemnify the Lease Trustee for expenses resulting from the willful misconduct,
bad faith or negligence of the Lease Trustee, or for the inaccuracy of any
representation or warranty of the Lease Trustee in the Lease Trust Agreement.
The Lease Trustee will not be liable for (i) any error of judgment made by an
officer of the Lease Trustee, (ii) any action taken or omitted to be taken in
accordance with the instructions of any Lease Trust Certificateholder, the
Indenture Trustee, the Transferor or the Administrative Agent, (iii) the
interest on or principal of the Notes or the Lease Trust Certificates and (iv)
the default or misconduct of the Administrative Agent, the Transferor, or the
Indenture Trustee. (Lease Trust Agreement, Section 7.1).
REPRESENTATIONS, WARRANTIES AND COVENANTS
The Administrative Agent, in the Series 1995-1 Supplement, and
each of Ford Credit and Ford Credit Leasing, in the Asset Contribution
Agreement, will represent and warrant that each Series 1995-1 Lease and Series
1995-1 Leased Vehicle meet the Specific Eligibility Criteria set forth in "The
Leases and the Leased Vehicles--Eligibility Criteria" and certain other
eligibility criteria (the "General Eligibility Criteria") including, among
other things, that (i) each Series 1995-1 Leased Vehicle was titled in the name
of "Ford Credit Titling Trust," "Ford Credit Titling Trust, Comerica Bank,
Trustee" or such substantially similar words acceptable to the relevant
governmental authority; (ii) the Residual Value of each Series 1995-1 Leased
Vehicle does not exceed an amount established by the Administrative Agent
consistent with its policies and practices regarding the setting of residual
values as applied with respect to closed-end retail automobile and light-duty
truck leases; (iii) all of the originating Dealer's right, title and interest
in such Series 1995-1 Lease and the related Series 1995-1 Leased Vehicle was
validly assigned by such Dealer to FCTT; (iv) each Series 1995-1 Lease was
originated by a Dealer in the ordinary course of its business and in compliance
with the Administrative Agent's normal credit and collection policies and
practices and contains customary and enforceable provisions; (v) at its
inception, and at the Series 1995-1 Cut-Off Date, 1995, each Series 1995-1
Lease complied in all material respects with all requirements of applicable
federal, state, and local laws and regulations; (vi) each Series 1995-1 Lease
represents the genuine, legal, valid and binding
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payment obligation in writing of the related 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 and general principles of equity; (vii) none of the
Series 1995-1 Leases is an obligation of the United States of America or any
state or of any agency, department, or instrumentality of the United States of
America or any state; (viii) as of the date of the Series Specification Notice
with respect to Series 1995-1, no Series 1995-1 Lease had been satisfied,
subordinated, rescinded, cancelled or terminated; (ix) no provision (other than
the assessment of a security deposit or reconditioning reserve) of a Series
1995-1 Lease has been waived; (x) no right of rescission, setoff, counterclaim,
or defense has been asserted or threatened with respect to any Series 1995-1
Lease; (xi) each Obligor, to the best knowledge of the Administrative Agent,
has obtained or agreed to obtain physical damage insurance and liability
insurance covering the Series 1995-1 Leased Vehicle as required under the
related Series 1995-1 Lease; (xii) no Series 1995-1 Asset has been sold,
transferred, assigned, or pledged by any Dealer to any person or entity other
than FCTT; (xiii) the FCTT Trustee, for the benefit of the Issuer, has good and
marketable title to each Series 1995-1 Lease and each Series 1995-1 Leased
Vehicle, free and clear of all liens, encumbrances, security interests, and
rights of others, including liens or claims for work, labor or material
relating to such Series 1995-1 Leased Vehicle; (xiv) no Series 1995-1 Leased
Vehicle or Series 1995-1 Lease is subject to the laws of, and no Series 1995-1
Lease was originated in, any jurisdiction under which the sale, transfer, and
assignment of such Series 1995-1 Lease and Series 1995-1 Leased Vehicle to FCTT
or of a beneficial interest in such Series 1995-1 Lease or Series 1995-1 Leased
Vehicle pursuant to transfers of Series 1995-1 Certificates is unlawful, void,
or voidable; (xv) no Dealer has entered into any agreement with any Obligor
that prohibits, restricts or conditions the assignment of any portion of the
related Series 1995-1 Lease; (xvi) all filings (including, without limitation,
UCC filings) necessary in any jurisdiction to give Comerica, on behalf of FCTT,
a first perfected ownership interest in each Series 1995-1 Lease have been
made; (xvii) each Series 1995-1 Lease constitutes "chattel paper" as defined in
the UCC; and (xviii) there is only one original of each Series 1995-1 Lease,
which is held by the Administrative Agent on behalf of FCTT. (Series 1995-1
Supplement, Section 3.1; Asset Contribution Agreement, Section 3.2). See
"Description of Administrative Agency Agreement--Administrative Purchases" for
circumstances in which a breach of the foregoing representations will cause a
purchase of the beneficial interest in the Series 1995-1 Leases and Series
1995-1 Leased Vehicles.
AMENDMENT PROVISIONS
General. So long as any of the Notes are outstanding, the
Issuer's rights as holder of the Series 1995-1 Certificates will be subject to
the Indenture, and after the Notes have been paid in full will be subject to
the Program Operating Lease. The Indenture Trustee's consent will be required
in each case where the consent of the holder of the Series 1995-1 Certificates
is required to amend the FCTT Agreement, the Administrative Agency Agreement,
the Series 1995-1 Supplement, the Asset Contribution Agreement, the Program
Operating Lease and the Lease Trust Agreement. The Indenture Trustee will be
the holder of the Series 1995-1 Certificates for purposes of determining
whether any proposed amendment to such agreements will materially and adversely
affect the interests of the holder of the Series 1995-1 Certificates.
The FCTT Agreement, the RCL Trust Agreement, the Asset
Contribution Agreement, the Program Operating Lease, the Administrative Agency
Agreement and the Series 1995-1 Supplement each may be amended without the
consent of the holder of the Series 1995-1 Certificates to (i) cure any
ambiguity therein, (ii) correct or supplement any provision which may be
inconsistent with any other provision therein, (iii) add, change or eliminate
any other provisions therein with respect to matters or questions arising
thereunder (in the case of the FCTT Agreement and the Administrative Agency
Agreement, only with respect to the Non-Specified Assets or the EBCs, and in
the case of the RCL Trust Agreement, only with respect to amounts available for
distribution to the beneficiaries of the Transferor); provided, however, that
such amendment may not, (x) as evidenced by an Opinion of Counsel, materially
and adversely affect the interests of the holder of the Series 1995-1
Certificates, (y) as confirmed by each Rating Agency which is then rating the
Notes or the Lease Trust Certificates, cause the then current rating assigned
to any Class of Notes or the Lease Trust Certificates to be withdrawn or
reduced and (z) in the case of the FCTT Agreement, the RCL Trust Agreement and
the Asset Contribution Agreement, as evidenced
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by an Opinion of Counsel, cause FCTT or the Transferor to be taxed as an
"association" for federal income tax purposes.
The FCTT Agreement, the Program Operating Lease and the
Administrative Agency Agreement may be amended at any time, with the consent of
the holder of the Series 1995-1 Certificates and, in the case of the FCTT
Agreement, the unanimous consent of the holders of the EBCs (initially Ford
Credit and Ford Credit Leasing) to add any provisions thereto or change in any
manner or eliminate any of the provisions therein, provided however, that such
amendment may not (i) materially and adversely affect the interests of the
holders of the Series 1995-1 Certificates or of any other Series, without the
unanimous consent of the holders of all Series affected thereby, or (ii) as
evidenced by an Opinion of Counsel, cause FCTT to be taxed as an "association"
for federal income tax or state income or franchise tax purposes. (FCTT
Agreement, Section 8.1; RCL Trust Agreement, Section 8.1; Asset Contribution
Agreement, Section 6.3; Program Operating Lease, Section 13.4; Administrative
Agency Agreement, Section 8.1).
Amendment of the Lease Trust Agreement. The Lease Trust
Agreement may be amended by the Transferor and the Lease Trustee, with prior
written notice to the Rating Agencies, without the consent of any of the
Noteholders or the Lease Trust Certificateholders, to cure any ambiguity or
defect therein, to correct or supplement any provisions therein, to add any
provisions thereto or change in any manner or eliminate any of the provisions
therein or to modify in any manner the rights of the Noteholders or the Lease
Trust Certificateholders; provided, that no such amendment may, (i) as
evidenced by an Opinion of Counsel, materially adversely affect the interests
of the Indenture Trustee, any Noteholder or Lease Trust Certificateholder, (ii)
as confirmed by the Rating Agency, cause the then current rating of any Class
of Notes or the Lease Trust Certificates to be withdrawn or reduced or (iii)
cause the Issuer or the Series 1995-1 Certificates to be taxed as an
"association" for federal income tax purposes. (Lease Trust Agreement, Section
12.1).
The Lease Trust Agreement may be amended by the Transferor and
the Lease Trustee, with prior written notice to the Rating Agency, with the
consent of the Noteholders holding not less than a majority of the aggregate
principal balance of each Class of Notes and, to the extent affected thereby,
the consent of Lease Trust Certificateholders holding not less than a majority
of the aggregate principal balance of the Lease Trust Certificates, to add any
provisions thereto or change in any manner or eliminate any of the provisions
therein or modify in any manner the rights of the Noteholders or the Lease
Trust Certificateholders; provided, that no such amendment may (i) increase or
reduce in any manner the amount of, or accelerate or delay the timing of
distributions that are required to be made for the benefit of the Noteholders
or the Lease Trust Certificateholders, (ii) reduce the percentage of the
aggregate principal balance of each Class of Notes or the aggregate principal
balance of the Lease Trust Certificates required to consent to any such
amendment, without the consent of the holders of 100% of all outstanding Lease
Trust Certificates (other than the Transferor Lease Trust Certificates) or
(iii) as evidenced by an Opinion of Counsel (x) affect the treatment of the
Notes as debt for federal income tax purposes, (y) be deemed to cause a taxable
exchange of the Notes for federal income tax purposes or (z) cause the Issuer
or the Series 1995-1 Certificates to be taxable as an "association" or publicly
traded partnership taxable as a corporation for federal income tax purposes.
(Lease Trust Agreement, Section 12.1).
BANKRUPTCY PROVISIONS
Ford Credit Leasing. The FCTT Trustee, the Lease Trustee, the
Transferor, the Indenture Trustee, the RCL Trustee, Ford Credit, the
Administrative Agent, each holder of an EBC and each holder of an SBC will
covenant, and each Lease Trust Certificateholder by accepting a Lease Trust
Certificate and each Noteholder by accepting a Note, will covenant that for a
period of one year and one day after payment in full of all amounts due each
holder of an EBC and each holder of an SBC, they will not institute, or join in
instituting, any bankruptcy, reorganization, insolvency or liquidation
proceeding, or other similar proceeding against Ford Credit Leasing. (RCL Trust
Agreement, Section 10.8; Administrative Agency Agreement, Section 8.9; FCTT
Agreement, Section 9.8; Lease Trust Agreement, Section 12.8).
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FCTT. The FCTT Trustee will not have the power to commence a
voluntary bankruptcy proceeding with respect to FCTT unless each holder of an
EBC (initially Ford Credit and Ford Credit Leasing) and each holder of an SBC
approves such commencement and certifies to the FCTT Trustee that it reasonably
believes that FCTT is insolvent. (FCTT Agreement, Section 9.8). The
Administrative Agent will not have authority to commence a voluntary bankruptcy
proceeding with respect to FCTT. (Administrative Agency Agreement, Section
8.9).
The FCTT Trustee, the Lease Trustee, the Transferor, the
Indenture Trustee, the RCL Trustee, Ford Credit, Ford Credit Leasing, the
Administrative Agent, each holder of an EBC and each holder of an SBC, will
covenant that for a period of one year and one day after payment in full of all
distributions owing to each holder of an EBC and each holder of an SBC, they
will not institute, or join in instituting, any bankruptcy, reorganization,
insolvency or liquidation proceeding, or other similar proceeding against FCTT.
(FCTT Agreement, Section 9.8; Administrative Agency Agreement, Section 8.9).
The Transferor. The RCL Trustee will not have the power to
commence a voluntary bankruptcy proceeding with respect to the Transferor
unless it reasonably believes that the Transferor is insolvent and each
beneficiary of the Transferor approves such commencement and certifies to the
RCL Trustee that it reasonably believes that the Transferor is insolvent. (RCL
Trust Agreement, Section 10.8).
The RCL Trust Agreement also provides that it is the intent of
the depositors to and the beneficiaries of the Transferor that the Transferor
not constitute a "business trust" eligible to be a debtor under the Bankruptcy
Code. (RCL Trust Agreement, Section 10.8)
The Lease Trustee, the Transferor, the Indenture Trustee, each
Lease Trust Certificateholder by accepting a Lease Trust Certificate and each
Noteholder by accepting a Note, will covenant not to institute or join in the
institution of any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, against the Transferor and the RCL Trustee for a
period of one year and a day after the Notes have been paid in full. (Lease
Trust Agreement, Section 12.8; Indenture, Section 11.16).
The Issuer. The Lease Trustee will not have the power to
commence a voluntary bankruptcy proceeding with respect to the Issuer unless
each Lease Trust Certificateholder and each Noteholder approves such
commencement and certifies to the Lease Trustee that it reasonably believes
that the Issuer is insolvent. (Lease Trust Agreement, Section 4.3).
The Lease Trustee, the Transferor, the Indenture Trustee and each
Lease Trust Certificateholder by accepting a Lease Trust Certificate and each
Noteholder by accepting a Note, will covenant not to institute, or join in
instituting, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, against the Issuer for a period of one year and a day
after the Notes have been paid in full; provided that 100% of the Noteholders
may institute, or join in instituting any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings. (Lease Trust Agreement,
Section 12.8; Indenture, Section 11.16).
FEES AND EXPENSES
FCTT Trustee. On each Payment Date, the FCTT Trustee will be
entitled to a fee for its services with respect to Series 1995-1 Assets (the
"Comerica Fee"), which shall be paid from amounts available for distribution on
the Series 1995-1 Certificates. The amount of such fee will equal a pro rata
percentage of the total fees and expenses payable to the FCTT Trustee with
respect to all FCTT Assets (excluding any extraordinary items relating only to
specific Series or the EBCs), the amount of which will be agreed upon from time
to time by the FCTT Trustee and the holders of the EBCs. No holder of the
Series 1995-1 Certificates will be required to pay fees to the FCTT Trustee in
respect of any FCTT Assets other than Series 1995-1 Assets. (FCTT Agreement,
Section 6.8; Series 1995-1 Supplement, Section 4.2).
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The Administrative Agent. Each Collection Period, as
compensation for servicing the Series 1995-1 Assets and administering the
distribution of funds in respect thereof, the Administrative Agent will be paid
the Administrative Agent Fee. The Administrative Agent also will receive the
Supplemental Administrative Agent Fee and certain other fees collected in
connection with Series 1995-1 Assets. The Administrative Agent will be
entitled to retain the amount of such fees from Collections for so long as each
Monthly Remittance Condition is satisfied; otherwise it will be paid such
amounts on each Distribution Date. (Administrative Agency Agreement, Section
4.8; Series 1995-1 Supplement, Section 4.3).
The Administrative Agent also will receive fees with respect to
the servicing and administration of the Non-Specified Assets and other Series
Specified Assets from payments and proceeds of such Non-Specified Assets and
other Series Specified Assets.
The Administrative Agent will pay all expenses incurred by it in
the performance of its duties under the Administrative Agency Agreement,
including fees and disbursements of independent accountants, taxes imposed on
the Administrative Agent and expenses incurred in connection with distributions
and reports to the FCTT Trustee, the Lease Trustee and the Indenture Trustee.
The Administrative Agent will be required to pay all expenses relating to the
sale or disposition of any Series 1995-1 Leased Vehicle after the termination
of the related Series 1995-1 Lease. (Administrative Agency Agreement, Section
4.13).
The RCL Trustee. On each Payment Date, the Transferor will pay
the RCL Trustee such fees as Ford Credit, Ford Credit Leasing and the RCL
Trustee from time to time agree. The RCL Trustee will be reimbursed for all
reasonable expenses incurred either directly by Ford Credit and Ford Credit
Leasing or from amounts available for distribution to the beneficiaries of the
Transferor. (RCL Trust Agreement, Section 6.9).
The Lease Trustee. The Transferor will pay the Lease Trustee
such fees as have been agreed between the Transferor and the Lease Trustee and
will reimburse the Lease Trustee for all reasonable expenses. The Transferor
will not be entitled to be reimbursed from the Lease Trust Estate for the
payment of such expenses. (Lease Trust Agreement, Section 8.1).
GOVERNING LAW
The FCTT Agreement will be governed by the laws of the State of
Michigan.
The Administrative Agency Agreement, the Series 1995-1
Supplement, the Asset Contribution Agreement, the Transfer Agreement, the
Program Operating Lease, the Limited RV Guaranty and the Indenture each will be
governed by the laws of the State of New York.
The RCL Trust Agreement and the Lease Trust Agreement each will
be governed by the laws of the State of Delaware.
RATINGS OF THE NOTES
It is a condition of the issuance of the Class A-1 Notes that the
Class A-1 Notes be rated "AAA" or its equivalent by at least one Rating Agency.
It is a condition of the issuance of the Class A-2 Notes that the Class A-2
Notes be rated "AAA" or its equivalent by at least one Rating Agency. It is a
condition of the issuance of the Class A-3 Notes that the Class A-3 Notes be
rated no lower than "A" or its equivalent by at least one Rating Agency. The
ratings of the Notes could be downgraded in the event of any unfunded ERISA
liability of the Ford affiliated group. Further, the payment of principal on
the Class A-3 Notes will be based primarily on the proceeds received from the
sale of Series 1995-1 Leased Vehicles and, to the extent that such amounts are
less than the aggregate Residual Values of the Series 1995-1 Leased Vehicles,
on payments under the Limited RV Guaranty
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provided by Ford Credit. Because the Limited RV Guaranty is an unsecured
obligation of Ford Credit, a downgrade in the rating of Ford Credit may cause
the rating assigned to the Class A-3 Notes to be downgraded. See "Special
Considerations--Rating of the Class A-3 Notes Dependent on Ford Credit
Performance Under Limited RV Guaranty."
The rating assigned to any Class of Notes is not a recommendation
to purchase, hold or sell such Class of Notes, inasmuch as such rating does not
comment as to market price of suitability for a particular investor. There is
no assurance that the rating with respect to any Class of Notes will remain for
any given period of time or that the rating will not be lowered or withdrawn
entirely by such Rating Agency if in its judgment circumstances in the future
so warrant.
CERTAIN LEGAL ASPECTS OF FCTT
AND THE SERIES 1995-1 CERTIFICATES
SERIES 1995-1 CERTIFICATES
The Series 1995-1 Certificates will be issued pursuant to the
FCTT Agreement and will evidence a beneficial interest in FCTT and the Series
1995-1 Assets. The Series 1995-1 Certificates will not represent a direct
interest in the Series 1995-1 Assets or any other assets of FCTT the beneficial
interest in which is represented by the EBCs or any other Series which may be
issued pursuant to the FCTT Agreement. Except in certain limited circumstances
as described in "Special Considerations--Structural Considerations," proceeds
from assets of FCTT other than the Series 1995-1 Assets will not be available
to make payments with respect to the Series 1995-1 Certificates or to cover
expenses and liabilities of FCTT allocable to the Series 1995-1 Assets. See
"FCTT--Exchangeable Beneficial Certificates and Specified Beneficial
Certificates."
INSOLVENCY RELATED MATTERS
Each of Ford Credit, Ford Credit Leasing, FCTT (or the FCTT
Trustee when acting on its behalf) and the Transferor (or the RCL Trustee when
acting on its behalf) has taken steps in structuring the transactions described
herein and has undertaken to act throughout the life of such transactions in a
manner intended to ensure that the voluntary or involuntary commencement of a
case or proceeding by or against Ford Credit under the Bankruptcy Code or
similar applicable state laws ("Insolvency Laws") will not result in the
commencement of a similar case or proceeding under such Insolvency Laws with
respect to any of Ford Credit Leasing, FCTT or the Transferor, and that the
separate legal existence of each of Ford Credit Leasing, FCTT and the
Transferor will be respected such that none of their respective assets and
liabilities will be consolidated with the assets and liabilities of Ford
Credit.
Ford Credit Leasing has been formed as a separate,
limited-purpose corporate subsidiary of Ford Credit pursuant to a certificate
of incorporation containing certain limitations (including restrictions on the
nature of Ford Credit Leasing's business and its ability to incur indebtedness,
a requirement that, under certain circumstances, it have at least two
"Independent Directors" and a restriction on its ability to voluntarily
commence a case or proceeding under any Insolvency Law without the unanimous
affirmative vote of all of its directors, including each Independent Director).
Ford Credit Leasing has represented that it has no intention of voluntarily
commencing a case or proceeding under any Insolvency Law for so long as it is
solvent and it does not reasonably foresee becoming insolvent.
The activities of FCTT are limited by the terms of the FCTT
Agreement which also provides that FCTT is not intended to be and shall not
constitute a "business trust" within the meaning of the Bankruptcy Code (which
provision, if respected, would result in FCTT not being eligible to become a
debtor in a case under the Bankruptcy Code). To the extent that FCTT may be
eligible for relief under any Insolvency Law, the FCTT
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Trustee is not authorized to commence a case or proceeding thereunder without
the consent of each holder of an EBC and each holder of an SBC. Each of the
FCTT Trustee, Ford Credit, Ford Credit Leasing and the holders from time to
time of the Series 1995-1 Certificates have agreed not to institute a case or
proceeding against FCTT under any Insolvency Law for a period of one year and a
day after payment in full of all distributions under the FCTT Agreement.
The activities of the Transferor are limited by the terms of the
RCL Trust Agreement. Although the Transferor has been formed as a Delaware
business trust pursuant to the applicable statute, in view of the Transferor's
limited activities in connection with the transactions described herein, the
RCL Trust Agreement also provides that the Transferor is not intended to be and
shall not constitute a "business trust" within the meaning of the Bankruptcy
Code. To the extent that the Transferor may be eligible for relief under any
Insolvency Law, the RCL Trustee is not authorized to commence a case or
proceeding thereunder without the consent of Ford Credit and Ford Credit
Leasing, as the sole beneficiaries of the Transferor. Each of the RCL Trustee,
Ford Credit and Ford Credit Leasing has agreed not to institute a case or
proceeding against the Transferor under any Insolvency Law for a period of one
year and a day after payment in full of the Series 1995-1 Certificates.
There can be no assurance, however, that the limitations on the
activities of Ford Credit Leasing, FCTT and the Transferor, as well as the
restrictions on their respective abilities to obtain relief under Insolvency
Laws or lack of eligibility thereunder, as described above, would prevent a
court from concluding that their respective assets and liabilities should be
consolidated with those of Ford Credit if Ford Credit becomes the subject of a
case or proceeding under any Insolvency Law. Skadden, Arps, Slate, Meagher &
Flom, special counsel to Ford Credit, will deliver an opinion based on a
reasoned analysis of analogous case law (although there is no precedent based
on directly similar facts) to the effect that, subject to certain facts,
assumptions and qualifications specified therein, under present reported
decisional authority and statutes applicable to federal bankruptcy cases, if
Ford Credit were to become the subject of a case under the Bankruptcy Code, it
would not be a proper exercise by a court of its equitable discretion to
disregard the separate legal existence of any of Ford Credit Leasing, FCTT or
the Transferor from that of Ford Credit and to require the consolidation of the
assets and liabilities of any of Ford Credit Leasing, FCTT or the Transferor
with the assets and liabilities of Ford Credit. Among other things, such
opinion will assume that each of Ford Credit Leasing, FCTT (or the FCTT Trustee
when acting on its behalf) and the Transferor (or the RCL Trustee when acting
on its behalf) will follow certain procedures in the conduct of its affairs,
including maintaining records and books of account separate from those of Ford
Credit, refraining from commingling its respective assets with those of Ford
Credit, doing business from an office separate from that of Ford Credit and
refraining from holding itself out as having agreed to pay, or being liable
for, the debts of Ford Credit. In addition, such opinion will assume that
other than as expressly provided by the FCTT Agreement, the Administrative
Agency Agreement and the Limited RV Guaranty (each of which contains terms and
conditions consistent with those that would be arrived at on an arms' length
basis between unaffiliated entities in the belief of the parties thereto), Ford
Credit will not generally guaranty the obligations of Ford Credit Leasing, FCTT
or the Transferor to third parties, and will not conduct the day-to-day
business or activities of any thereof other than in its capacity as
Administrative Agent acting under and in accordance with the Administrative
Agency Agreement. Each of Ford Credit, Ford Credit Leasing, FCTT and the
Transferor intends to follow and has represented to such counsel that it will
follow these and other procedures related to maintaining the separate identity
and legal existences of each of Ford Credit Leasing, FCTT and the Transferor.
Such a legal opinion, however, is not binding on any court.
If a case or proceeding under any Insolvency Law were to be
commenced by or against any of Ford Credit Leasing, FCTT or the Transferor, or
if a court were to conclude in favor of the consolidation of the assets and
liabilities of any thereof with those of Ford Credit, or if an attempt were
made to litigate any of the foregoing issues, delays in distributions on the
Series 1995-1 Certificates (and possible reductions in the amount of such
distributions) to the Issuer (either directly or, if the Program Operating
Lease remains in effect, indirectly to the extent resulting in delayed or
reduced payments from the Transferor to the Issuer under the Program Operating
Lease), and therefore to the Noteholders, could occur. In addition, if an
Insolvency Event occurs with respect to Ford Credit Leasing or the Transferor,
the FCTT Agreement provides that FCTT will be terminated, and if an
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Insolvency Event occurs with respect to the Issuer, the FCTT Agreement provides
that FCTT will be terminated with respect to holding the Series 1995-1 Assets.
In each case the FCTT Trustee is required to distribute the Series 1995-1
Assets to the holder of the Series 1955-1 Certificates. Because the Issuer has
pledged its rights to the Series 1995-1 Certificates to the Indenture Trustee,
such distribution would be made to the Indenture Trustee who would be
responsible for retitling the Series 1995-1 Leased Vehicles. The cost of such
re-titling would reduce the amounts payable from the Series 1995-1 Assets which
are available for payments of interest on and principal of the Notes, and in
such event Noteholders could suffer a loss on their investment.
Each of Ford Credit and Ford Credit Leasing will treat its
conveyance of the Series 1995-1 Certificates to the Transferor as an absolute
transfer of all of its interest therein for all purposes, including without
limitation tax and financial accounting purposes. If such conveyances
constitute absolute transfers, the Series 1995-1 Certificates and the proceeds
thereof would not be part of Ford Credit's or Ford Credit Leasing's bankruptcy
estate under Section 541 of the Bankruptcy Code should Ford Credit or Ford
Credit Leasing become the subject of a case thereunder. However, if a case or
proceeding under any Insolvency Law were commenced by or against Ford Credit or
Ford Credit Leasing, and a creditor, receiver or trustee-in-bankruptcy of Ford
Credit or Ford Credit Leasing were to take the position that the transfer of
the Series 1995-1 Certificates by Ford Credit and Ford Credit Leasing to the
Transferor should instead be treated as a pledge of such Series 1995-1
Certificates to secure a borrowing by Ford Credit and Ford Credit Leasing,
delays in payments of proceeds of such Series 1995-1 Certificates to the
Issuer, and therefore to the Noteholders, could occur or (should the court rule
in favor of such creditor, receiver or trustee-in-bankruptcy) reductions in
the amount of such payments could result. Skadden, Arps, Slate, Meagher & Flom
will deliver an opinion to the effect that, subject to certain facts,
assumptions and qualifications specified therein, in the event that either Ford
Credit or Ford Credit Leasing were to become the subject of a case under the
Bankruptcy Code subsequent to the transfer of the Series 1995-1 Certificates to
the Transferor, the transfer of the Series 1995-1 Certificates from Ford Credit
and Ford Credit Leasing would be respected as an absolute transfer (that is, a
"true sale") of the Series 1995-1 Certificates from Ford Credit and Ford Credit
Leasing to the Transferor, and the Series 1995-1 Certificates and the proceeds
thereof would not be included in Ford Credit's or Ford Credit Leasing's
bankruptcy estate pursuant to Section 541 of the Bankruptcy Code. As indicated
above, such a legal opinion is not binding on any court.
As a precautionary measure, the Transferor will take the actions
requisite to obtaining a perfected security interest in the Series 1995-1
Certificates as against Ford Credit and Ford Credit Leasing. Accordingly, if
the conveyances of the Series 1995-1 Certificates by Ford Credit and Ford
Credit Leasing to the Transferor were not respected as absolute transfers, the
Transferor (and ultimately the Issuer and the Indenture Trustee as successors
in interest) should be treated as a secured creditor of Ford Credit and Ford
Credit Leasing, although a case or proceeding under any Insolvency Law with
respect to Ford Credit or Ford Credit Leasing could result in delays or
reductions in distributions under the Series 1995-1 Certificates as indicated
above notwithstanding such perfected security interest.
In the event that Ford Credit were to become subject to a case
under the Bankruptcy Code, certain payments made within one year of the
commencement of such case may be recoverable by Ford Credit as
debtor-in-possession or by a creditor or a trustee in bankruptcy as a
preferential transfer from Ford Credit. These payments include payments made
by Ford Credit under the Limited RV Guaranty and the portion of payments of
Administrative Purchase Amounts allocable to Ford Credit in respect of the
purchase of beneficial interests in certain Series 1995-1 Assets as to which an
uncured breach of certain representations and warranties or certain servicing
covenants has occurred. See "Description of the Notes--Limited RV Guaranty"
and "Description of the Administrative Agency Agreement--Administrative
Purchases."
In addition, the commencement of a case or proceeding under any
Insolvency Law with respect to Ford Credit is an Administrative Agent Event of
Default, and if so directed by the holders of the Series 1995-1 Certificates
(which for such purpose will be the Indenture Trustee so long as the Notes are
outstanding), Ford Credit may be removed as the Administrative Agent, which may
have an adverse impact on timely payments to
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Noteholders. However, if the commencement of such a case or proceeding were
the only default, Ford Credit (or its trustee-in bankruptcy) may have the power
to prevent any such removal. See "Description of the Administrative Agency
Agreement--Administrative Agent Events of Default" and "--Additional
Administrative Agency Agreement Provisions--Removal of the Administrative
Agent."
INSURANCE
Each Obligor is required to maintain liability, collision and
comprehensive insurance coverage in certain amounts on its Leased Vehicle at
all times during the term of the related Lease. The cost of such insurance is
borne solely by the Obligor. Failure to comply with stipulated insurance
requirements may result in early termination of the Lease.
The failure of Obligors to maintain the required insurance
coverage for claims arising from injuries caused by the Series 1995-1 Leased
Vehicles could result in reductions in distributions on the Series 1995-1
Certificates and losses to Noteholders on their investments.
To protect against such losses, Ford Credit self-insures against
the first $5 million per occurrence for property damage or personal liability
suffered by third persons caused by any vehicle owned by Ford Credit or FCTT.
Additionally, Ford maintains excess insurance policies which name FCTT as an
additional insured party. These policies cover claims in excess of $5 million
per occurrence (together with the self-insurance of Ford Credit, the
"Contingent and Excess Liability Insurance"). To the extent the Contingent and
Excess Liability Insurance is insufficient to cover the full amount of any such
claims and no third party reimbursement for such claims is available and Ford
Credit and Ford Credit Leasing fail to perform their obligations to indemnify
the Issuer, the Noteholders could incur a loss on their investment to the
extent that payment of such claims reduce the amounts otherwise distributable
to the Noteholders from the Series 1995-1 Certificates.
In the event that a Series 1995-1 Leased Vehicle is damaged, the
failure of the related Obligor to maintain the required collision insurance
coverage could result in a reduction of amounts distributable with respect to
the related Series 1995-1 Assets and therefore a reduction in the aggregate
amount distributable on the Series 1995-1 Certificates. In the event that
collision coverage is exhausted and no third-party reimbursement for such
damage to a Series 1995-1 Leased Vehicle is available, the Noteholders could
incur a loss on their investment.
Ford Credit provides Obligors with Guaranteed Automobile
Protection (GAP) coverage on Leased Vehicles, including the Series 1995-1
Leased Vehicles. In the event a Leased Vehicle is destroyed or stolen, GAP
coverage would reimburse the Obligor for the difference between the insurance
valuation of the Leased Vehicle and the remaining amount required to be paid
under the Lease.
CERTAIN LEGAL ASPECTS OF THE LEASES
AND LEASED VEHICLES
UCC FILINGS
The Series 1995-1 Certificates are either certificated securities
or general intangibles under the UCC as in effect in the State of Michigan. To
the extent that the Series 1995-1 Certificates are certificated securities, the
Indenture Trustee has perfected its interest by possession. To the extent that
the Series 1995-1 Certificates are general intangibles and the transfer thereof
is deemed to be a transfer for security, the Transferor will file UCC-1
financing statements against both Ford Credit and Ford Credit Leasing with the
Michigan Secretary of State to perfect its interest in such Series 1995-1
Certificates. The Transferor has assigned its perfected security interest to
the Issuer which in turn has assigned such interest to the Indenture Trustee.
Financing statements covering the Series 1995-1 Certificates will also be filed
naming (i) the Transferor as debtor and the Issuer as secured party,
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which financing statement has been assigned to the Indenture Trustee and (ii)
the Issuer as debtor and the Indenture Trustee as secured party.
The FCTT Assets consist principally of the Leases and the
ownership interest in the Leased Vehicles (subject to the rights of the
Obligors under the Leases). In the event that the Series 1995-1 Certificates
are viewed as representing a transfer of the assets of the FCTT, the Series
1995-1 Leases are "chattel paper" as defined in the UCC as in effect in the
State of Michigan. Pursuant to the Michigan UCC, when the debtor's chief
executive offices are located in Michigan, a non-possessory security interest
in chattel paper may be perfected by filing a UCC-1 financing statement with
the Michigan Secretary of State. Accordingly, UCC-1 financing statements
relating to the Leases will be filed naming: (i) FCTT as debtor and Ford Credit
and Ford Credit Leasing as secured parties, which financing statements will be
assigned to the Transferor, the Issuer and then the Indenture Trustee; (ii)
each of Ford Credit and Ford Credit Leasing as debtors and the Transferor as
secured party, which financing statement has been assigned to the Issuer and
then the Indenture Trustee; (iii) the Transferor as debtor and the Issuer as
secured party, which financing statement has been assigned to the Indenture
Trustee and (iv) the Issuer as debtor and the Indenture Trustee as secured
party. Security interests in the Series 1995-1 Leased Vehicles are not
governed by the UCC and if the transfer of the Series 1995-1 Certificates were
viewed as a transfer of the assets of FCTT, the Indenture Trustee will not have
a perfected security interest in such ownership interests.
The Indenture Trustee's security interest in the Series 1995-1
Leases could be subordinate to persons who take actual possession of the Series
1995-1 Leases without knowledge of such security interest. The Series 1995-1
Leases will not be stamped to indicate these precautionary security
arrangements.
VICARIOUS TORT LIABILITY
The Series 1995-1 Leased Vehicles will be operated by the
Obligors and their respective invitees. State laws differ as to whether anyone
suffering injury to person or property as a result of an accident involving a
leased vehicle may bring an action against the person who, holding title to the
vehicle, is its legal owner.
In California, under Section 17150, California Vehicle Code, the
owner of a motor vehicle that is subject to a lease is responsible for injuries
to persons or property resulting from the negligent or wrongful operation of
the vehicle by any person using the vehicle with the owner's permission. The
owner's liability for personal injuries is limited to $15,000 per person and
$30,000 in total per accident and for property damage is limited to $5,000 per
accident. Recourse for any judgment arising out of the operation of the
vehicle must first be had against the operator's property, if the operator is
within the court's jurisdiction.
In New York, under Section 388, New York Vehicle and Traffic Law,
the owner of a motor vehicle that is subject to a lease is responsible for
injuries to persons or property resulting from the negligent operation of the
vehicle by any person using the vehicle with the owner's permission. A lessee
of a motor vehicle is considered an owner of the vehicle if the lessee has the
exclusive use of the vehicle for a period greater than 30 days. In situations
involving more than one owner of the same vehicle, the liability of the owners
for negligent operation of the vehicle is joint and several.
In Pennsylvania, a victim of such an accident has no cause of
action against the owner of a leased vehicle arising from the negligent
operation of such leased vehicle unless the owner has negligently entrusted or
negligently continues to entrust the vehicle to an inappropriate lessee.
Following an accident involving a Series 1995-1 Leased Vehicle,
under certain circumstances FCTT may be the subject of an action for damages as
a result of its ownership of such Series 1995-1 Leased Vehicle. In the event
that liability on FCTT were imposed and the coverage provided by the Contingent
and Excess Liability Insurance was insufficient to cover the full amount of
such claims (or, in certain circumstances claims arising from ownership of
Leased Vehicles that are not Series 1995-1 Leased Vehicles), claims could be
imposed against the assets of FCTT, including the Series 1995-1 Leased
Vehicles. The Noteholders could incur a loss on
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their investment to the extent that payment of such claims reduced the amounts
otherwise distributable to the Noteholders.
REPOSSESSION OF LEASED VEHICLES
In the event of a default by an Obligor, the Administrative Agent
will notify the Obligor and, after affording the Obligor an opportunity to
cure, will repossess the Series 1995-1 Leased Vehicle if the Obligor remains in
default. Under California, New York and Pennsylvania law, repossession may
take place without notice, but only if it can be accomplished without a breach
of the peace. If repossession cannot be achieved peaceably, court action would
be required. In Pennsylvania, a writ of replevin may be used to accomplish
repossession.
After repossession, the Administrative Agent may afford the
Obligor an opportunity to cure the default. Absent cure, the Administrative
Agent will ordinarily attempt to sell the Series 1995-1 Leased Vehicle. There
is no assurance that the proceeds from such a sale will equal or exceed the
remaining amounts due under the related Series 1995-1 Lease at the time of the
Obligor's default.
DEFICIENCY JUDGMENTS
Once a repossessed Series 1995-1 Leased Vehicle is sold, the Sale
Proceeds will be used to cover the expenses of repossession and resale and then
to satisfy any remaining amounts due under the related Series 1995-1 Lease.
If such proceeds are insufficient to satisfy such remaining amounts, the
Administrative Agent may seek a deficiency judgment for the amount of any
shortfall. California, New York and Pennsylvania place limits on a secured
party's ability to obtain a deficiency judgment. In these states, a deficiency
judgment may be prohibited or reduced in amount if the Obligor was not given
proper notice of the resale or if the terms of the resale were not commercially
reasonable. Even if a deficiency judgment is obtained, there is no assurance
that the full amount of the judgment would ultimately be collected. A
deficiency judgment is a personal judgment against the defaulting Obligor, who
generally has few remaining assets or sources of income after repossession. As
a result, obtaining a deficiency judgment may not be useful in that only a
small portion of it, or perhaps none of it, will ever be collected.
CONSUMER PROTECTION LAWS
Numerous federal and state consumer protection laws and
regulations impose requirements on retail lease contracts such as the Series
1995-1 Leases. The federal Consumer Leasing Act of 1976 and Regulation M
promulgated by the Board of Governors of the Federal Reserve System, for
example, require that a number of disclosures be made at the time a vehicle is
leased, including the amount of any periodic payments and the circumstances
under which the lessee may terminate the lease prior to the end of the lease
term. The various consumer protection laws would apply to FCTT as the assignee
of each Series 1995-1 Lease and may also apply to the Issuer as holder of the
Series 1995-1 Certificates which represent a beneficial interest in the Series
1995-1 Leases, among other things. The failure of FCTT, or the Administrative
Agent acting on behalf of FCTT, to comply with such laws and regulations may
give rise to liabilities on the part of FCTT, and claims by FCTT or the
Administrative Agent acting on behalf of FCTT with respect to Obligors may be
subject to set-off as a result of non-compliance with such laws and
regulations.
Courts have applied general equitable principles in litigation
relating to repossession and deficiency balances. These equitable principles
may have the effect of relieving a lessee from some or all of the legal
consequences of a default.
In several cases, consumers have asserted that the self-help
remedies of lessors violate the due process protection provided under the
Fourteenth Amendment to the Constitution of the United States. Courts have
generally found that repossession and resale by a lessor do not involve
sufficient state action to afford constitutional protection to consumers.
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Each of New York, California and Pennsylvania has adopted a law
(each, a "Lemon Law") providing redress to consumers who purchase or lease a
vehicle which remains out of conformance with its manufacturer's warranty after
a specified number of attempts to correct a problem or after a specific time
period. A successful claim under a Lemon Law with respect to a Series 1995-1
Leased Vehicle could result in, among other things, the termination of the
related Series 1995-1 Lease and/or the refunding to the related Obligor of some
portion of the Total Monthly Payments paid by such Obligor. Although FCTT or
the Administrative Agent acting on behalf of FCTT may be able to assert a claim
against the manufacturer of any such defective Series 1995-1 Leased Vehicle,
there can be no assurance that any such claim would be successful.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Set forth below is a summary of the anticipated material United
States federal income tax consequences of the purchase, ownership and
disposition of the Notes. This discussion is based upon current provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), existing and
proposed Treasury Regulations thereunder, current administrative rulings,
judicial decisions and other applicable authorities in effect as of the date
hereof, all of which are subject to change, possibly with retroactive effect.
There can be no assurance that the Internal Revenue Service ("IRS") will not
challenge the conclusions reached herein, and no ruling from the IRS has been
or will be sought on any of the issues discussed below. For purposes of the
discussion in this section "Certain Federal Income Tax Consequences," the term
"Holder" refers to the beneficial owner of a Note.
This summary does not purport to deal with all aspects of federal
income taxation that may be relevant to Holders in light of their personal
investment circumstances nor, except for certain limited discussions of
particular topics, to certain types of Holders subject to special treatment
under the federal income tax laws (e.g., financial institutions,
broker-dealers, life insurance companies and tax-exempt organizations). This
information is directed to Holders who hold the Notes as "capital assets"
within the meaning of Section 1221 of the Code.
GENERAL
Tax Status of the Notes, FCTT, the Transferor and the Issuer. In
the opinion of Skadden, Arps, Slate, Meagher & Flom ("Special Tax Counsel"),
for federal income tax purposes: (i) the Notes will be treated as debt and (ii)
FCTT, the Transferor and the Issuer will not be subject to taxation at the
entity level.
Interest and Original Issue Discount. Stated interest on each
Class of Notes will be taxable as ordinary income for federal income tax
purposes when received or accrued in accordance with a Noteholder's method of
tax accounting.
If the Notes are issued at a greater than de minimis discount or
are otherwise treated as having been issued with Original Issue Discount
("OID"), the following rules will apply. In the case of a debt instrument,
such as the Notes, on which principal payments may be accelerated as a result
of payments on underlying debt obligations, OID is computed by taking into
account the anticipated rate of prepayments assumed in pricing the debt
instrument (the "Prepayment Assumption"). OID on the Notes will be calculated
assuming that no prepayment will occur. The Prepayment Assumption used in
pricing the Notes was __% ABS. The amount of OID that will accrue during an
accrual period (generally the period between interest payments or compounding
dates) is the excess (if any) of the sum of (a) the present value of all
payments remaining to be made on the Note as of the close of the accrual period
and (b) the payments during the accrual period of amounts included in the
stated redemption price of the Note, over the "adjusted issue price" of the
Note at the beginning of the accrual period. An "accrual period" is the period
over which OID accrues, and may be of any length, provided that each accrual
period is no longer than one year and each scheduled payment of interest or
principal occurs on either the last day or the first day of an accrual period.
The Issuer intends to report OID, if any, on the basis of an accrual period
that corresponds to the interval between Payment Dates. The adjusted issue
price of a Note is the sum of its issue price plus prior
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accruals of OID, reduced by the total payments made with respect to such Note
in all prior periods, other than qualified stated interest payments. The
present value of the remaining payments is determined on the basis of three
factors: (i) the original yield to maturity of the Note (determined on the
basis of compounding at the end of each accrual period and properly adjusted
for the length of the accrual period), (ii) events which have occurred before
the end of the accrual period and (iii) the assumption that the remaining
payments will be made in accordance with the original Prepayment Assumption.
The effect of this method is to increase the portions of OID
required to be included in income by a Noteholder to take into account
prepayments on the Series 1995-1 Assets at a rate that exceeds the Prepayment
Assumption, and to decrease (but not below zero for any period) the portions of
OID required to be included in income by a Holder to take into account
prepayments with respect to the Series 1995-1 Assets at a rate that is lower
than the Prepayment Assumption. Although OID will be reported to Holders based
on the Prepayment Assumption, no representation is made to Holders that the
Series 1995-1 Assets will be prepaid at that rate or at any other rate.
A subsequent Holder that acquires the Note for an amount that is
less than its stated redemption price will be required to include OID in gross
income, but such a Holder that purchases such Note for an amount that exceeds
its adjusted issue price will be entitled (as will an initial Holder that pays
more than a Note's issue price) to reduce the amount of OID included in income
in each period by the amount of OID multiplied by a fraction, the numerator of
which is the excess of (a) the purchaser's adjusted basis in the Note
immediately after purchase thereof over (b) the adjusted issue price of the
Note, and the denominator of which is the excess of (c) all amounts remaining
to paid on the Note after the purchase date, other than qualified stated
interest, over (d) the adjusted issue price of the Note.
Election to Treat All Interest as OID. As an alternative to the
above treatments, accrual method Holders may elect to include in gross income
all interest with respect to a Note, including stated interest, acquisition
discount, OID, de minimis OID, market discount, de minimis market discount, and
unstated interest, as adjusted by any amortizable bond premium or acquisition
premium, using the constant yield method described above. If such an election
were to be made with respect to a Note with market discount, the Holder would
be deemed to have made an election to include in income currently market
discount with respect to all other debt instruments having market discount that
such Holder acquires during the year of the election or thereafter. Similarly,
a Holder that makes this election for a Note that is acquired at a premium will
be deemed to have made an election to amortize bond premium with respect to all
debt instruments having amortizable bond premium that such Holder owns or
acquires. The election to accrue interest, discount and premium on a constant
yield method with respect to a Note is irrevocable.
Market Discount and Premium. A subsequent Holder that purchases
such Note at a discount from its outstanding principal amount (or, in the case
of a Note having OID, its "adjusted issue price") will also be subject to the
market discount rules of the Code. Such Holder generally will be required to
recognize accrued market discount as ordinary income as payments of principal
are received on such Note, or upon sale or exchange of the Note. In general
terms, until regulations are promulgated under the Code, market discount may be
treated as accruing, at the election of the Holder, either (i) under a constant
yield method, taking into account the Prepayment Assumption or (ii) in
proportion to accruals of OID (or, if there is no OID, in proportion to
accruals of stated interest). A Holder having market discount may also be
required to defer a portion of the interest deductions attributable to any
indebtedness incurred or continued to purchase or carry the Note. As an
alternative to the inclusion of market discount in income on the foregoing
basis, the Holder may elect to include such market discount in income currently
as it accrues on all market discount instruments acquired by such Holder in
that taxable year or thereafter, in which case the interest deferral rule will
not apply.
A holder who purchases a Note at a cost greater than its stated
redemption price at maturity generally will be considered to have purchased the
Note at a premium, which it may elect to amortize as an offset to interest
income on such Note (and not as a separate deduction item) on a constant yield
method. Although no
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regulations addressing the computation of premium accrual on collateralized
debt obligations have been issued, the legislative history of the Tax Reform
Act of 1986 indicates that premium is to be accrued in the same manner as
market discount. Accordingly, it appears that the accrual of premium on a Note
will be calculated using the Prepayment Assumption. If a Holder makes an
election to amortize premium on a Note, such election will apply to all taxable
debt instruments held by the Holder at the beginning of the taxable year in
which the election is made, and to all taxable debt instruments acquired
thereafter by such Holder, and will be irrevocable without the consent of the
Internal Revenue Service. Holders who pay a premium for Notes should consult
their tax advisers regarding the election to amortize premium and the method to
be employed.
Sale, Exchange or Redemption. Generally, capital gain or loss
will be recognized on a sale or other taxable disposition of Notes in an amount
equal to the difference between the amount realized (other than amounts
attributable to, and taxable as, accrued interest or OID, including in the case
of a prepayment or redemption, OID not previously accrued (except to the extent
of accrued OID or in the case of a prepayment or redemption OID, not previously
accrued) and the Holder's tax basis in the Notes. A Holder's tax basis in a
Note will generally equal the cost of the Note increased by any OID, market
discount and gain previously included by such Holder in income with respect to
the Note and decreased by any bond premium previously amortized and any
principal payments previously received by such Holder with respect to the Note.
Subject to the market discount rules of the Code, any such gain or loss will be
capital gain or loss if the Note was held as a capital asset. Capital gain or
loss will be long-term if the Holder held the Note for more than one year and
otherwise will be short-term. Any capital losses realized generally may be
used by a corporate taxpayer only to offset capital gains, and by an individual
taxpayer only to the extent of capital gains plus $3,000 of other income.
INFORMATION REPORTING AND BACKUP WITHHOLDING
The Indenture Trustee will be required to report annually to the
IRS, and to each Holder, the amount of interest paid on the Notes (and the
amount withheld for federal income taxes, if any) for each calendar year,
except as to exempt recipients (generally, corporations, tax-exempt
organizations, qualified pension and profit-sharing trusts, individual
retirement accounts, or nonresident aliens who provide certification as to
their status). Each Holder (other than Holders who are not subject to the
reporting requirements) will be required to provide, under penalties of
perjury, a certificate containing the Holder's name, address, correct federal
taxpayer identification number and a statement that the Holder is not subject
to backup withholding. Should a non-exempt Holder fail to provide the required
certification, the Indenture Trustee will be required to withhold (or cause to
be withheld) 31% of the interest otherwise payable to the Holder, and remit the
withheld amounts to the IRS as a credit against the Holder's federal income tax
liability.
TAX CONSEQUENCES TO FOREIGN INVESTORS
The following information describes the U.S. federal income tax
treatment of investors that are not U.S. persons (each, a "Foreign Person").
The term "Foreign Person" means any person other than (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity organized
in or under the laws of the United States or any political subdivision thereof
or (iii) an estate or trust the income of which is includible in gross income
for U.S. federal income tax purposes, regardless of its source.
(a) Interest paid or accrued to a Foreign Person that is not
effectively connected with the conduct of a trade or business within the
United States by the Foreign Person, will generally be considered
"portfolio interest" and generally will not be subject to United States
federal income tax and withholding tax, as long as the Foreign Person
(i) is not actually or constructively a "10 percent shareholder" of the
Issuer or a "controlled foreign corporation" with respect to which the
Issuer is a "related person" within the meaning of the Code, and (ii)
provides an appropriate statement, signed under penalties of perjury,
certifying that the Holder is a Foreign Person and providing that
Foreign Person's name and address. If the information provided in this
statement changes, the Foreign Person must so inform the Indenture
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Trustee within 30 days of such change. The statement generally must be
provided in the year a payment occurs or in either of the two preceding
years. If such interest were not portfolio interest, then it would be
subject to United States federal income and withholding tax at a rate of
30 percent unless reduced or eliminated pursuant to an applicable income
tax treaty.
(b) Any capital gain realized on the sale or other taxable
disposition of a Note by a Foreign Person will be exempt from United
States federal income and withholding tax, provided that (i) the gain is
not effectively connected with the conduct of a trade or business in the
United States by the Foreign Person, and (ii) in the case of an
individual Foreign Person, the Foreign Person is not present in the
United States for 183 days or more in the taxable year.
(c) If the interest, gain or income on a Note held by a Foreign
Person is effectively connected with the conduct of a trade or business
in the United States by the Foreign Person, the Holder (although exempt
from the withholding tax previously discussed if a duly executed Form
4224 is furnished) generally will be subject to United States federal
income tax on the interest, gain or income at regular federal income tax
rates. In addition, if the Foreign Person is a foreign corporation, it
may be subject to a branch profits tax equal to 30 percent of
its"effectively connected earnings and profits" within the meaning of
the Code for the taxable year, as adjusted for certain items, unless it
qualifies for a lower rate under an applicable tax treaty.
CERTAIN STATE TAX CONSEQUENCES
For purposes of the discussion in this section "Certain State Tax
Consequences," the term "Holder" refers to the beneficial owner of a Note.
Because of the variation in each state's income tax laws, it is impossible to
predict tax consequences to Holders in all states. Holders are urged to
consult their own tax advisors with respect to state tax consequences arising
out of the purchase, ownership and disposition of Notes.
In general, state tax laws conform to federal income tax
principles, and partnerships, grantor trusts and mere security devices are not
subject to tax at the entity level. The State of Michigan, however, imposes a
single business tax on corporations, partnerships and other entities doing
business in Michigan. Because the Administrative Agent is headquartered in
Michigan, tax authorities in Michigan may attempt to assert that FCTT, the
Transferor or the Issuer is subject to an entity level tax.
In the opinion of the General Counsel of Ford Credit ("Michigan
Tax Counsel"), assuming that the Notes will be treated as debt for federal
income tax purposes, the Notes will be treated as debt for Michigan income and
single business tax purposes. Assuming further that none of FCTT, the
Transferor or the Issuer will be subject to federal income taxes at the entity
level, none of FCTT, the Transferor or the Issuer will be subject to either the
Michigan single business tax or the Michigan income tax at the entity level.
Further, in the opinion of Michigan Tax Counsel, Holders not otherwise subject
to taxation in Michigan would not become subject to taxation in Michigan solely
because of a Holder's ownership of Notes. The foregoing opinions are based
upon present provisions of Michigan statutes and the regulations promulgated
thereunder, and applicable judicial or ruling authority, all of which are
subject to change, which change may be retroactive. No ruling on any of the
issues discussed below will be sought from the Michigan Department of Treasury.
* * *
THE FEDERAL AND STATE TAX DISCUSSIONS SET FORTH ABOVE ARE
INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON
A NOTEHOLDER'S PARTICULAR TAX SITUATION. PROSPECTIVE PURCHASERS SHOULD CONSULT
THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE
PURCHASE,
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OWNERSHIP AND DISPOSITION OF NOTES, INCLUDING THE TAX CONSEQUENCES UNDER STATE,
LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN
FEDERAL OR OTHER TAX LAWS.
ERISA CONSIDERATIONS
Section 406 of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and/or Section 4975 of the Code, prohibits a
pension, profit-sharing or other employee benefit plan, as well as individual
retirement accounts and Keogh Plans (each a "Benefit Plan") from engaging in
certain transactions with persons that are "parties in interest" under ERISA or
"disqualified persons" under the Code with respect to such Benefit Plan. A
violation of these "prohibited transaction" rules may result in an excise tax
or other penalties and liabilities under ERISA and the Code for such persons.
Title I of ERISA also requires that fiduciaries of a Benefit Plan subject to
ERISA make investments that are prudent, diversified (except if prudent not to
do so) and in accordance with governing plan documents.
Certain transactions involving the Issuer might be deemed to
constitute prohibited transactions under ERISA and the Code if assets of the
Issuer were deemed to be assets of a Benefit Plan. Under a regulation issued
by the United States Department of Labor (the "Plan Assets Regulation"), the
assets of the Issuer would be treated as plan assets of a Benefit Plan for the
purposes of ERISA and the Code only if the Benefit Plan acquires an "Equity
Interest" in the Issuer and none of the exceptions contained in the Plan Assets
Regulation (discussed below) is applicable. An Equity Interest is defined
under the Plan Assets Regulation as an interest other than an instrument which
is treated as indebtedness under applicable local law and which has no
substantial equity features. The Transferor believes that the Notes should be
treated as indebtedness without substantial equity features for purposes of the
Plan Assets Regulation. However, without regard to whether the Notes are
treated as an Equity Interest for such purposes, the acquisition or holding of
Notes by or on behalf of a Benefit Plan could be considered to give rise to a
prohibited transaction if the Issuer, the Lease Trustee or the Indenture
Trustee, or any of their respective affiliates, is or becomes a party in
interest or a disqualified person with respect to such Benefit Plan. In such
case, certain exemptions from the prohibited transaction rules could be
applicable depending on the type and circumstances of the plan fiduciary making
the decision to acquire a Note. Included among these exemptions are:
Prohibited Transaction Class Exemption ("PTCE") 90-1, regarding investments by
insurance company pooled separate accounts; PTCE 91-38 regarding investments by
bank collective investment funds; and PTCE 84-14, regarding transactions
effected by "qualified professional asset managers.
Employee benefit plans that are governmental plans (as defined in
Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33)
of ERISA) are not subject to ERISA requirements.
A plan fiduciary considering the purchase of Notes should consult
its tax and/or legal advisors regarding whether the assets of the Issuer would
be considered plan assets, the possibility of exemptive relief from the
prohibited transaction rules and other issues and their potential consequences.
UNDERWRITING
Subject to the terms and conditions set forth in the underwriting
agreement (the "Underwriting Agreement"), the Transferor has agreed to cause
the Issuer to sell to J.P. Morgan Securities Inc. (the "Underwriter") and the
Underwriter has agreed to purchase the $____________ principal amount of the
Class A-1 Notes, the $____________ principal amount of the Class A-2 Notes and
the $__________ principal amount of the Class A-3 Notes.
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The Transferor has been advised by the Underwriter that it
proposes initially to offer the Class A-1 Notes, Class A-2 Notes and the Class
A-3 Notes to the public at the respective prices set forth on the cover page of
this Prospectus, and to certain dealers at such prices less an initial
concession not in excess of __% per Class A-1 Note, __% per Class A-2 Note and
___% per Class A-3 Note. The Underwriter may allow and such dealers may
reallow a concession not in excess of ___% per Class A-1 Note, ___% per Class
A-2 Note and ___% per Class A-3 Note to certain other dealers. After the
initial public offering of the Notes, the public offering prices and such
concessions may be changed.
In the ordinary course of business, the Underwriter and its
affiliates have engaged and may engage in investment banking and commercial
banking transactions with Ford and its affiliates.
The Transferor has agreed to indemnify the Underwriter against
certain liabilities, including civil liabilities under the Securities Act of
1933, or to contribute to payments which the Underwriter may be required to
make in respect thereof.
LEGAL MATTERS
Certain legal matters relating to the Notes will be passed upon
for the Issuer and Ford Credit by J.D. Bringard, Esq., Vice President--
General Counsel of Ford Credit, and for the Underwriter by Skadden, Arps,
Slate, Meagher & Flom, New York, New York. Certain federal income tax and
other matters will be passed upon for the Issuer by Skadden, Arps, Slate,
Meagher & Flom. Certain Michigan income tax and other matters will be passed
upon for the Issuer by Mr. Bringard.
Mr. Bringard is a full time employee of Ford Credit and owns and
holds options to purchase shares of Common Stock of Ford. Skadden, Arps,
Slate, Meagher & Flom has from time to time represented Ford and Ford Credit in
connection with certain transactions.
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GLOSSARY OF TERMS
"Accepted Servicing Practices" is defined on page 49 in
"Description of the Administrative Agency Agreement--Duties of the
Administrative Agent."
"Accrual Available Scheduled Termination Sale Proceeds" is
defined on page 43 in "Description of the Notes--Limited RV Guaranty."
"Accrual Period" means, (i) with respect to any Payment Date
other than the first Payment Date, the period from and including the first day
of the third preceding Collection Period up to and including the last day of
the preceding Collection Period, and (ii) with respect to the first Payment
Date, the period from and including the Closing Date up to and including the
last day of the preceding Collection Period, in each case whether or not such
day is a business day.
"Additional Fee" means a fixed amount included in each Monthly
Payment made by Obligors.
"Adjusted Balance Subject to Lease Charges" means, with respect
to any Leased Vehicle as of any date, the Balance Subject to Lease Charges
minus the sum of the principal portion of all Constant Yield Payments which
have been scheduled to have been received as of such date; provided that the
Adjusted Balance Subject to Lease Charges of a Leased Vehicle shall be zero as
of the date on which the related Lease terminates, whether on or after the
Scheduled Lease End Date or earlier, or if an Administrative Purchase Amount
has been received with respect to such Lease and Leased Vehicle.
"Administrative Agency Agreement" means the agreement dated as of
January 31, 1994 among Comerica Bank, as trustee, Ford Credit, as
Administrative Agent, and Ford Credit and Ford Credit Leasing, as
beneficiaries.
"Administrative Agent" is Ford Credit.
"Administrative Agent Fee" means as of any Distribution Date the
fee payable to the Administrative Agent equal to the product of 1% per annum
and the Pool Balance as of the end of the related Collection Period.
"Administrative Agent Event of Default" is defined on page 53 in
"Description of the Administrative Agency Agreement--Administrative Agent
Events of Default."
"Administrative Purchase Amount" is defined on page 40 in
"Description of the Notes--The Indenture Cash Flows."
"Aggregate Net Monthly Payment Advances" is defined on page 41 in
"Description of the Notes--The Indenture Cash Flows."
"Aggregate Net Sale Proceeds Advances" is defined on page 41 in
"Description of the Notes--The Indenture Cash Flows."
"Asset Contribution Agreement" means the agreement dated as of
______ __, 1995 among Ford Credit, as a contributor, Ford Credit Leasing, as a
contributor and the Transferor, as contributee.
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"Available Funds" is defined on page 41 in "Description of the
Notes--The Indenture Cash Flows" and page 7 in "Summary--Principal."
"Available RV Guaranty Amount" is defined on page 42 in
"Description of the Notes--Limited RV Guaranty."
"Available Scheduled Termination Sale Proceeds" is defined on
page 40 in "Description of the Notes--The Indenture Cash Flows."
"Balance Subject to Lease Charges" means the amount paid by FCTT
to the Dealer in connection with the acquisition of the Lease and Leased
Vehicle, which is the total acquisition cost used to calculate the Monthly
Payment.
"Bankruptcy Code" means the United States Bankruptcy Code, 11
U.S.C. Section Section 101-1330.
"Basic Documents" means the FCTT Agreement, the Administrative
Agency Agreement, the Series 1995-1 Supplement, the Program Operating Lease,
the Asset Contribution Agreement, the Transfer Agreement, the Limited RV
Guaranty, the Lease Trust Agreement, the Indenture, and each instrument and
certificate delivered in connection therewith.
"Basic Payment" is defined on page 9 in "Summary--Reserve
Account" and on page 26 in "Series 1995-1 Certificates--Lease of the Series
1995-1 Certificates to the Transferor."
"Benefit Plan" is defined on page 72 in "ERISA Considerations."
"Cede" means Cede & Co.
"Class" means a class of Notes; as the case may be, the Class A-1
Notes, the Class A-2 Notes or the Class A-3 Notes.
"Class A-1 Notes" means the Class A-1 __% Asset Backed Notes of
the Issuer.
"Class A-2 Notes" means the Class A-2 __% Asset Backed Notes of
the Issuer.
"Class A-3 Notes" means the Class A-3 __% Asset Backed Notes of
the Issuer.
"Closing Date" means _______ __, 1995.
"Code" means the Internal Revenue Code of 1986, as amended.
"Collections" is defined on page 40 in "Description of the
Notes--The Indenture Cash Flows."
"Collection Account" means the Series 1995-1 Collection Account
established pursuant to the Series 1995-1 Supplement.
"Collection Period" means any calendar month.
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"Collection Period Settlement Date" means, with respect to any
Collection Period, the business day preceding the related Distribution Date.
"Comerica Fee" is defined on page 60 in "Additional Document
Provisions--Fees and Expenses--FCTT Trustee."
"Commission" means the Securities and Exchange Commission.
"Constant Yield Payment" means the payment made by the Obligor
which provides a fixed internal rate of return equal to the Retail Operating
Lease Factor and amortizes the Balance Subject to Lease Charges of the related
Leased Vehicle to the Residual Value over the term of the Lease.
"Contingent and Excess Liability Insurance" is defined on page 65
in "Certain Legal Aspects of FCTT and the Series 1995-1
Certificates--Insurance."
"Dealer" means a motor vehicle dealer who, in the ordinary course
of business, leases automobiles and light-duty trucks to Obligors pursuant to
the Red Carpet Lease Plan or such other plan as Ford Credit or its affiliates
may implement from time to time.
"Deferred Amount" is defined on page 20 in "The
Issuer--Capitalization of the Issuer."
"Definitive Notes" is defined on page 36 in "Description of the
Notes--General."
"Distribution Date" means the date on which distributions are
made with respect to the Series 1995-1 Certificates, which shall be the 15th
day of each month, and if such day is not a business day, the next succeeding
business day.
"DTC" means The Depository Trust Company.
"EBC" means an Exchangeable Beneficial Certificate.
"Eligible Account" means a segregated trust account at a
financial institution having a long-term debt rating by each Rating Agency of
at least "Baa3" or the equivalent.
"Eligible Institution" means a depository institution organized
under the laws of the United States of America or any one of the states thereof
or incorporated under the laws of a foreign jurisdiction with a branch or
agency located in the United States of America or one of the States thereof and
subject to supervision and examination by federal or state banking authorities
which at all times has a short-term deposit rating of P-1 by Moody's Investors
Service, Inc. and A-1+ by Standard and Poor's Ratings Group and, in the case of
any such institution organized under the laws of the United States of America,
whose deposits are insured by the Federal Deposit Insurance Corporation or any
successor thereto.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
"Events of Default" means any of the events of default under the
Indenture as set forth on page 44 in "Descriptions of the Notes--Indenture--
Events of Default."
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"Excess Wear and Tear and Excess Mileage" means, with respect to
any Lease and Leased Vehicle, amounts due from an Obligor upon termination of
such Lease on or after the Scheduled Lease End Date (i) as a result of excess
wear and tear with respect to the related Leased Vehicle and (ii) mileage
charges incurred in excess of the amount permitted pursuant to the related
Lease.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Exchangeable Beneficial Certificate" or "EBC" means a
certificate of beneficial interest in FCTT and the Non-Specified Assets.
"FCTT" means Ford Credit Titling Trust, formed pursuant to the
FCTT Agreement.
"FCTT Agreement" means the Amended and Restated Trust Agreement
dated as of January 31, 1994 among the FCTT Trustee, Ford Credit and Ford
Credit Leasing.
"FCTT Assets" means (i) each Lease and related Leased Vehicle,
(ii) all collections of monies with respect to such Lease and related Leased
Vehicle, (iii) the related certificates of title, (iv) the rights of the lessor
to any security deposit or reconditioning reserve, (v) any recourse to Dealers
with respect to such Leases and Leased Vehicles and (vi) all proceeds of the
foregoing.
"FCTT Trustee" means Comerica Bank, in its capacity as trustee of
FCTT.
"Ford" means Ford Motor Company.
"Ford Credit" means Ford Motor Credit Company.
"Ford Credit Leasing" means Ford Credit Leasing Company, Inc.
"Ford Holdings" means Ford Holdings, Inc.
"Foreign Person" is defined on page 70 in "Certain Federal Income
Tax Consequences--Tax Consequences to Foreign Investors."
"General Eligibility Criteria" is defined on page 57 in
"Additional Document Provisions--Representations, Warranties and Covenants."
"Holder" is defined on page 68 in "Certain Federal Income Tax
Consequences and on page 71 in "Certain State Tax Consequences."
"Indenture" means the Indenture dated as of _____________ __,
1995 between the Issuer and the Indenture Trustee.
"Indenture Trustee" is [Name of Indenture Trustee].
"Indirect Participants" is defined on page 36 in "Description of
the Notes--Book-Entry Registration."
"Initial Pool Balance" is defined on page 8 in "Summary--The
Series 1995-1 Assets."
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"Initial Reserve Account Deposit" is defined on page 10 in
"Summary--Reserve Account" and on page 43 in "Description of the Notes--Reserve
Account Withdrawals and Deposits."
"Initial RV Guaranty Amount" is defined on page 42 in
"Description of the Notes--Limited RV Guaranty."
"Insolvency Event" means with respect to any person or entity,
the filing of a voluntary or involuntary petition for relief under the
Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency
or other similar law now or hereafter in effect.
"Insolvency Laws" is defined on page 62 in "Certain Legal Aspects
of FCTT and the Series 1995-1 Certificates--Insolvency Related Matters."
"IRS" means the Internal Revenue Service.
"Issuer" is Ford Credit Auto Lease Trust 1995-1.
"Lease" means any retail lease contract for an automobile or a
light-duty truck which has been entered into between an Obligor and a Dealer
and assigned by the Dealer to FCTT.
"Lease Files" means the certificate of title (or application
therefor), the original of the Lease and related documentation with respect to
a Lease and Leased Vehicle.
"Lease Term" is defined on page 27 in "The Leases and Leased
Vehicles--Origination Procedures."
"Lease Trust Agreement" means the Ford Credit Auto Lease Trust
1995-1 Trust Agreement dated as of ___________ __, 1995 between [Name of RCL
Trustee] and [Name of Lease Trustee].
"Lease Trustee" is [Name of Lease Trustee].
"Lease Trust Certificates" means the __% Asset Backed Lease Trust
Certificates of the Issuer.
"Lease Trust Certificateholders" means the holders of any Lease
Trust Certificates.
"Lease Trust Estate" is defined on page 21 in "Property of the
Issuer" and on page 9 in "Summary--Property of the Issuer; Pledge to the
Indenture Trustee."
"Leased Vehicle" means any automobile or light-duty truck which
is subject to a Lease.
"Lemon Law" is defined on page 68 in "Certain Legal Aspects of
the Lease and Leased Vehicles--Consumer Protections Laws."
"Limited Guarantor" is Ford Credit, as provider of the Limited RV
Guaranty.
"Limited RV Guaranty" is defined on page 42 in "Description of
the Notes--Limited RV Guaranty."
"Limited RV Guaranty Fee" is defined on page 43 in "Description
of the Notes--Limited RV Guaranty."
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"Liquidated Lease" is defined on page 41 in "Description of the
Notes--The Indenture Cash Flows."
"Liquidation Proceeds" is defined on page 40 in "Description of
the Notes--The Indenture Cash Flows."
"Michigan Tax Counsel" is J.D. Bringard, Esq., Vice
President--General Counsel of Ford Credit.
"Monthly Payment" is defined on page 40 in "Description of the
Notes--The Indenture Cash Flows."
"Monthly Payment Advance" is defined on page 52 in "Description
of the Administrative Agency Agreement--Monthly Payment Advances."
"Monthly Remittance Condition" means that (i) Ford Credit is the
Administrative Agent, (ii) the rating of Ford Credit's short-term unsecured
debt is at least P-1 by Moody's Investors Service, Inc. and A-1 by Standard &
Poor's Ratings Group and (iii) no Administrative Agent Event of Default with
respect to Series 1995-1 shall have occurred under the Administrative Agency
Agreement.
"Non-Specified Assets" is defined on page 23 in
"FCTT--Exchangeable Beneficial Certificates and Specified Beneficial
Certificates."
"Noteholder" means, as of any date, the individual or entity in
whose name a Note is registered on the Note Register.
"Note Owner" is defined on page 36 in "Description of the Notes--
General."
"Note Pool Factor" is defined on page 35 in "Pool Factors and
Trading Information."
"Note Register" means the Note register maintained pursuant to
the Indenture.
"Note Registrar" means, initially, the Indenture Trustee.
"Notes" means the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes.
"Obligor" means the lessee under a Lease.
"OID" means Original Issue Discount.
"Opinion of Counsel" means a written opinion of counsel which may
be counsel to Ford Credit.
"Participants" is defined on page 36 in "Description of the
Notes--Book-Entry Registration."
"Payaheads" are amounts received in a Collection Period from
Obligors in excess of the amount required to be currently applied against such
Obligor's current and past due Monthly Payments and which are not proceeds from
the disposition of the related Leased Vehicle.
"Payahead Account" means the Series 1995-1 Payahead Account
established pursuant to the Series 1995-1 Supplement.
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"Payahead Credits" is defined on page 40 in "Description of the
Notes--The Indenture Cash Flows."
"Payment Account" means the Series 1995-1 Payments Account
established pursuant to the Indenture.
"Payment Date" means _______ 15, ________ 15, ________ 15, and
________ 15, of each year, commencing __________ 15, 1995 or if any such day is
not a business day, the next succeeding business day.
"Payment Extension" is defined on page 49 in "Description of the
Administrative Agency Agreement--Collection of Total Monthly Payments;
Extension of Leases."
"PBGC" means the Pension Benefit Guaranty Corporation.
"Permitted Investments" means (i) direct obligations of, and
obligations fully guaranteed by, the United States of America or any agency or
instrumentality of the United States the obligations of which are backed by the
full faith and credit of the United States; (ii) commercial paper issued by
any corporation incorporated under the laws of the United States or any State
so long as at the time such commercial paper is issued it is rated at least P-1
by Moody's Investors Service, Inc. and A-1 by Standard and Poor's Ratings
Group; (iii) any money-market fund or other overnight money fund customarily
used by ________ for the investment of amounts on deposit in "sweep account" or
other short-term asset management accounts maintained on behalf of clients
whose funds are under the management of the ________ or similar department of
_________ or the parent of ________; or (iv) any other investment otherwise
approved by any Rating Agency.
"Plan Asset Regulations" is defined on page 72 in "ERISA
Considerations."
"Pool Balance" means, as of any date of determination, the
aggregate Adjusted Balance Subject to Lease Charges of Series 1995-1 Leased
Vehicles as of such date.
"Pool Balance Decline" means, with respect to any Payment Date,
the difference between the Pool Balance at the beginning of the related Accrual
Period and the Pool Balance as of the end of the related Accrual Period.
"Prepayment Assumption" is defined on page 68 in "Certain Federal
Income Taxes--General."
"Program Operating Lease" means the agreement dated as of _____
__, 1995 between the Issuer as lessor and the Transferor as lessee.
"Program Operating Lease Payments" is defined on page 5 in
"Summary--Overview."
"Prospectus" means this prospectus relating to the Notes.
"PTCE" means Prohibited Transaction Class Exemption.
"Rating Agency" means a nationally recognized rating agency
rating the Notes and/or the Lease Trust Certificates at the request of the
Issuer.
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"RCL Trust Agreement" means the Amended and Restated Trust
Agreement dated as of ________ __, 1995 by and among Ford Credit, Ford Credit
Leasing and Comerica Bank, as trustee.
"RCL Trustee" is Comerica Bank.
"Record Date" means, with respect to any Payment Date or
Redemption Date, the close of business on the fourteenth day of the calendar
month in which such Payment Date or Redemption Date occurs (or, if Definitive
Notes are issued, the last day of the preceding calendar month).
"Recoveries" is defined on page 41 in "Description of the
Notes--The Indenture Cash Flows."
"Red Carpet Lease Plan" is defined on page 27 in "The Leases and
Leased Vehicles--Origination Procedures."
"Red Carpet Lease Portfolio" is defined on page 28 in "The Leases
and Leased Vehicles--Delinquency, Repossession, Residual Value and Loss Data."
"Redemption Date" means the Payment Date on which the Series
1995-1 Certificates are purchased by the Administrative Agent pursuant to the
Series 1995-1 Supplement, which Payment Date shall be the date on which the
Notes are redeemed pursuant to the Indenture.
"Redemption Price" means the outstanding principal amount of the
Notes plus accrued and unpaid interest thereon, to but not including the
Payment Date on which the Notes are redeemed.
"Required Interest Payment" on any Payment Date means the amount
of interest accrued on the outstanding Notes and Lease Trust Certificates since
the preceding Payment Date (or, in the case of the first Payment Date, since
the Closing Date) plus any previously due but unpaid interest (and interest
thereon) plus the Limited RV Guaranty Fee due on such Payment Date.
"Required Reserve Account Amount" is defined on page 10 in
"Summary--Reserve Account" and on page 43 in "Description of the Notes--Reserve
Account Withdrawals and Deposits."
"Required Scheduled Termination Sale Proceeds" is defined on page
43 in "Description of the Notes--Limited RV Guaranty."
"Reserve Account" means the Reserve Account established pursuant
to the Program Operating Lease.
"Reserve Account Amount" is defined on page 9 in
"Summary--Reserve Account" and on page 43 in "Description of the Notes--Reserve
Account Withdrawals and Deposits."
"Reserve Account Deposit Amount" is defined on page 44 in
"Description of the Notes--Reserve Account Withdrawals and Deposits."
"Reserve Account Draw Amount" is defined on page 43 in
"Description of the Notes--Reserve Account Withdrawals and Deposits."
"Reserve Account Investments" means ________.
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"Reserve Account Release Amount" is defined on page 44 in
"Description of the Notes--Reserve Account Withdrawals and Deposits."
"Residual Value" means the value of the Leased Vehicle at its
Scheduled Lease End Date as calculated by the Administrative Agent at the
inception of the related Lease and set forth in the related Lease.
"Retail Operating Lease Factor" means the per annum yield of a
Lease determined by the Administrative Agent.
"RV Guaranty Draw Amount" is defined on page 42 in "Description
of the Notes--Limited RV Guaranty."
"RV Guaranty Draw Shortfall" is defined on page 43 in
"Description of the Notes--Limited RV Guaranty."
"Sale Proceeds" means all amounts realized from the sale of
Leased Vehicles.
"Sale Proceeds Advance" is defined on page 51 in "Description of
the Administrative Agency Agreement--Advances of Sale Proceeds."
"SBC" means a Specified Beneficial Certificate.
"Scheduled Lease End Date" means with respect to any Lease, the
date set forth in such Lease as the termination date for such Lease.
"Series" means any series of Specified Beneficial Certificates.
"Series 1995-1" means the Series 1995-1 Certificates and the
related Series 1995-1 Assets.
"Series 1995-1 Assets" are the Series Specified Assets with
respect to Series 1995-1, including the Series 1995-1 Leases and Series 1995-1
Leased Vehicles.
"Series 1995-1 Certificates" means the series of Specified
Beneficial Certificates designated as Series 1995-1 representing an interest in
the Series 1995-1 Assets.
"Series 1995-1 Credit Loss" means with respect to any Collection
Period and Series 1995-1 Assets, (i) the aggregate Adjusted Balance Subject to
Lease Charges of all Series 1995-1 Leases and Series 1995-1 Leased Vehicles
which become Liquidated Leases during such Collection Period, plus the
aggregate amount of Uncollected Excess Wear and Tear and Excess Mileage
relating to Series 1995-1 Leased Vehicles which were sold in such Collection
Period with respect to which Sale Proceeds of the related Series 1995-1 Leased
Vehicle were received plus any uncollected Monthly Payments minus (ii)
Liquidation Proceeds and Recoveries received during such Collection Period.
"Series 1995-1 Cut-Off Date" means ____________ __, 1995.
"Series 1995-1 Leases" means the Leases designated in the Series
Specification Notice relating to Series 1995-1 and the Series 1995-1
Supplement.
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"Series 1995-1 Leased Vehicles" means the Leased Vehicles
designated in the Series Specification Notice relating to Series 1995-1 and the
Series 1995-1 Supplement.
"Series 1995-1 Residual Loss" means the aggregate Residual Values
of all Series 1995-1 Leased Vehicles the related Series 1995-1 Leases of which
terminated on or after their respective Scheduled Lease End Dates in a
Collection Period minus Sale Proceeds of such Series 1995-1 Leased Vehicles
(but in no event for any Series 1995-1 Leased Vehicle, an amount greater than
the Transferor Purchase Option Price) minus amounts assessed against Obligors
with respect to Excess Wear and Tear and Excess Mileage with respect to such
Series 1995-1 Leased Vehicles.
"Series 1995-1 Supplement" means the Series 1995-1 Supplement to
the Administrative Agency Agreement.
"Series Issue Date" is defined on page 23 in "FCTT--Exchangeable
Beneficial Certificates and Specified Beneficial Certificates."
"Series Specified Assets" means the Leases and Leased Vehicles
designated in the Series Specification Notice and the Supplement relating to
such Series, including the related certificates of title and all other FCTT
Assets relating to such Leases and Leased Vehicles.
"Series Specification Notice" means a notice delivered by the
Administrative Agent, acting at the unanimous direction of the holders of the
EBCs, to the FCTT Trustee directing such FCTT Trustee to (i) designate certain
FCTT Assets as Series Specified Assets, (ii) designate a date on which SBCs
representing the interest in such Series Specified Assets are to be issued to
the holders of the EBCs and (iii) set the date on which payments related to
such Series Specified Assets shall be allocated to the related SBCs. The
Series Specification Notice relating to Series 1995-1 shall contain such
additional information as is reasonably necessary for the FCTT Trustee to
identify separately the Series 1995-1 Assets and to allocate proceeds from such
Series 1995-1 Assets.
"Special Tax Counsel" is Skadden, Arps, Slate, Meagher & Flom.
"Specific Eligibility Criteria" is defined on page 30 in "The
Leases and Leased Vehicles--Eligibility Criteria."
"Specified Beneficial Certificate" or "SBC" means a certificate
representing a beneficial interest in FCTT and certain designated Series
Specified Assets.
"Stated Maturity" means with respect to the Class A-1 Notes, the
___________ 15, 199_ Payment Date and with respect to the Class A-2 Notes and
the Class A-3 Notes, the _______ 15, 199_ Payment Date.
"Supplemental Administrative Agent Fee" means, with respect to
any Collection Period, all late fees, prepayment charges and certain other
administrative fees and expenses or similar charges allowed by applicable law
with respect to Leases and Leased Vehicles.
"Term Extension" is defined on page 49 in "Description of the
Administrative Agency Agreement--Collection of Total Monthly Payments;
Extension of Leases."
"Total Available Funds" is defined on page 41 in "Description of
the Notes--The Indenture Cash Flows" and on page 6 in "Summary--Principal."
83
<PAGE> 86
"Total Monthly Payment" is defined on page 7 in "Summary--The
Series 1995-1 Assets."
"Transfer Agreement" means the Transfer Agreement dated as of
______ __, 1995 between the Transferor, as transferor, and the Lease Trustee,
on behalf of the Issuer, as transferee.
"Transferor" is RCL Trust 1995-1.
"Transferor Lease Trust Certificates" means the Lease Trust
Certificates held by the Transferor and Ford Credit Leasing which in addition
to representing the rights of a Lease Trust Certificate also represents the
right to the Deferred Amount.
"Transferor Purchase Option Price" is defined on page 9 in
"Summary--Transferor Leased Vehicle Purchase Option" and on page 27 in "Series
1995-1 Certificates--Lease of Series 1995-1 Certificates to the Transferor."
"UCC" means the Uniform Commercial Code.
"Uncollected Excess Wear and Tear and Excess Mileage" means, with
respect to any Payment Date and the related Accrual Period, all amounts which
are due but not collected from an Obligor with respect to a Series 1995-1 Lease
which terminated on its Scheduled Lease End Date as a result of (i) excess wear
and tear with respect to such Series 1995-1 Leased Vehicle and (ii) mileage
charges incurred in excess of the amount permitted pursuant to the related
Series 1995-1 Lease.
"Underwriting Agreement" is defined on page 72 in "Underwriting."
"Underwriter" is J.P. Morgan Securities Inc.
"Use and Lease Tax Amounts" is defined on page 27 in "The Leases
and the Leased Vehicles--Origination Procedures."
"VCR" is defined on page 28 in "Leases and Leased Vehicles--
Servicing Procedures."
"Vehicle Insurance and Maintenance Amounts" means, with respect
to any Lease, any payment due in connection with a Monthly Payment for
remittance to the related Dealer in connection with servicing of the related
Leased Vehicle or the provision of vehicle insurance.
"Voluntary Early Termination" is defined on page 28 in "Leases
and Leased Vehicles--Servicing Procedures."
"Voluntary Early Termination Proceeds" is defined on page 41 in
"Description of the Notes--The Indenture Cash Flows."
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<PAGE> 87
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection
with the offering described in this Registration Statement.
<TABLE>
<S> <C>
Securities and Exchange Commission . . . . . . . . . . . . . . . . . $______
Rating agency fees . . . . . . . . . . . . . . . . . . . . . . . . . $______
Printing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $______
Accountants' fees . . . . . . . . . . . . . . . . . . . . . . . . . . $______
Fees and expenses of the RCL Trustee . . . . . . . . . . . . . . . . $______
Fees and expenses of the Lease Trustee . . . . . . . . . . . . . . . $______
Fees and expenses of the Indenture Trustee . . . . . . . . . . . . . $______
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . . . . $______
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $
======
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 3803 of the Delaware Business Trust Statute provides
as follows:
3803. Liability of Beneficial Owners and Trustees.
(a) Except to the extent otherwise provided in the governing
instrument of the business trust, the beneficial owners shall be entitled to
the same limitation of personal liability extended to stockholders of private
corporations for profit.
(b) Except to the extent otherwise provided in the governing
instrument of a business trust, a trustee, when acting in such capacity, shall
not be personally liable to any person other than the business trust or a
beneficial owner for any act, omission or obligation of the business trust or
any trustee thereof.
Section 3817 of the Delaware Business Trust Statute provides
as follows:
3817. Indemnification.
(a) Subject to such standards and restrictions, if any, as are set
forth in the governing instrument of a business trust, a business trust shall
have the power to indemnify and hold harmless any trustee or beneficial owner
or other person from and against any and all claims and demands whatsoever.
(b) The absence of a provision for indemnity in the governing
instrument of a business trust shall not be construed to deprive any trustee or
beneficial owner or other person of any right to indemnity which is otherwise
available to such person under the laws of this State.
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Section 2.7 of the Amended and Restated Trust Agreement of RCL
Trust 1995-1 provides as follows:
Section 2.7 Indemnification. Ford Credit Leasing shall be
liable to any injured party entitled thereto and shall indemnify, defend and
hold harmless the RCL Trustee, including its successors, assigns, officers,
directors, employees and agents, for all losses, claims, damages, liabilities
and expenses ("Liabilities") incurred in connection with the assets of RCL
Trust 1995-1 or the performance of its trusts and duties contained in this
Agreement to the extent that Ford Credit Leasing would be liable if RCL Trust
1995-1 was a partnership under the Delaware Revised Uniform Limited Partnership
Act and Ford Credit Leasing was a general partner thereof, and Ford Credit
Leasing hereby covenants and agrees that it will maintain capital in an amount
sufficient to maintain its status as a general partner; provided, however, that
in no event shall the RCL Trustee be indemnified or held harmless for any
Liabilities incurred (i) by reason of the RCL Trustee's willful malfeasance,
bad faith or negligence or (ii) incurred by reason of the RCL Trustee's breach
of its representations and warranties set forth in this Agreement.
Section 145 of the General Corporation Law of Delaware
provides as follows:
145. Indemnification of officers, directors, employees and agents; insurance --
(a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
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<PAGE> 89
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending a civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan;
and references to "serving at the request of the corporation" shall include any
service as a director, officer, employee, or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit
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<PAGE> 90
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance expenses
(including attorneys' fees).
Article Ninth, Section 5 of the Certificate of Incorporation
of Ford Motor Credit Company provides as follows:
SECTION 5.
Indemnification
5.1. Directors, Officers and Employees of the Corporation. Every
person now or hereafter serving as a director, officer or employee of the
corporation shall be indemnified and held harmless by the corporation from and
against any and all loss, cost, liability and expense that may be imposed upon
or incurred by him in connection with or resulting from any claim, action,
suit, or proceeding, civil or criminal, in which he may become involved, as a
party or otherwise, by reason of his being or having been a director, officer
or employee of the corporation, whether or not he continues to be such at the
time such loss, cost, liability or expense shall have been imposed or incurred.
As used herein, the term "loss, cost, liability and expense" shall include, but
shall not be limited to, counsel fees and disbursements and amounts of
judgments, fines or penalties against, and amounts paid in settlement by, any
such director, officer or employee; provided, however, that no such director,
officer or employee shall be entitled to claim such indemnity: (1) with
respect to any matter as to which there shall have been a final adjudication
that he has committed or allowed some act or omission, (a) otherwise than in
good faith in what he considered to be the best interests of the corporation,
and (b)without reasonable cause to believe that such act or omission was proper
and legal; or (2) in the event of a settlement of such claim, action, suit, or
proceeding unless (a) the court having jurisdiction thereof shall have approved
of such settlement with knowledge of the indemnity provided herein, or (b) a
written opinion of independent legal counsel, selected by or in manner
determined by the Board of Directors, shall have been rendered substantially
concurrently with such settlement, to the effect that it was not probable that
the matter as to which indemnification is being made would have resulted in a
final adjudication as specified in clause (1) above, and that the said loss,
cost, liability or expense may properly be borne by the corporation. A
conviction or judgment (whether based on a plea of guilty or nolo contendere or
its equivalent, or after trial) in a criminal action, suit or proceeding shall
not be deemed an adjudication that such director, officer or employee has
committed or allowed some act or omission as hereinabove provided if
independent legal counsel, selected as hereinabove set forth, shall
substantially concurrently with such conviction or judgment give to the
corporation a written opinion that such director, officer or employee was
acting in good faith in what he considered to be the best interests of the
corporation or was not without reasonable cause to believe that such act or
omission was proper and legal.
5.2. Directors, Officers and Employees of Subsidiaries. Every person
(including a director, officer or employee of the corporation) who at the
request of the corporation acts as a director, officer or employee of any other
corporation in which the corporation owns shares of stock or of which it is a
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<PAGE> 91
creditor shall be indemnified to the same extent and subject to the same
conditions that the directors, officers and employees of the corporation are
indemnified under the preceding paragraph, except that the amounts of such
loss, cost, liability or expense paid to any such director, officer or employee
shall be reduced by and to the extent of any amounts which may be collected by
him from such other corporation.
5.3. Miscellaneous. The provisions of this Section 5 of Article
NINTH shall cover claims, actions, suits and proceedings, civil or criminal,
whether now pending or hereafter commenced and shall be retroactive to cover
acts or omissions or alleged acts or omissions which heretofore have taken
place. In the event of death of any person having a right of indemnification
under the provisions of this Section 5 of Article NINTH, such right shall inure
to the benefit of his heirs, executors, administrators and personal
representatives. If any part of this Section 5 of Article NINTH should be
found to be invalid or ineffective in any proceeding, the validity and effect
of the remaining provisions shall not be affected.
5.4. Indemnification Not Exclusive. The foregoing right of
indemnification shall not be deemed exclusive of any other right to which those
indemnified may be entitled, and the corporation may provide additional
indemnity and rights to its directors, officers or employees.
Article V of the Certificate of Incorporation of Ford Credit
Leasing Company, Inc. provides as follows:
ARTICLE V
(a) A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability
(i) for any breach of the director's duty
of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware
General Corporation Law or
(iv) for any transaction from which the
director derived an improper personal benefit.
If the Delaware General Corporation Law is amended
after approval by the stockholders of this Article V to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation
Law, as so amended.
(b) Any repeal or modification of paragraph (a) of this Article V by
the stockholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
(c) (i) Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative, investigative or otherwise (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person of whom he or
she is the legal representative, is or was a director, officer or employee of
the corporation or is or was
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<PAGE> 92
serving at the request of the corporation as a director, officer or employee of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer or employee or in any other capacity while serving as a
director, officer or employee, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than said law permitted
the corporation to provide prior to such amendment), against all expense,
liability and loss (including penalties, fines, judgments, attorneys' fees,
amounts paid or to he paid in settlement and excise taxes imposed on
fiduciaries with respect to (i) employee benefit plans, (ii) charitable
organizations or (iii) similar matters) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall continue as to a
person who has ceased to be a director, officer or employee and shall inure to
the benefit of his or her heirs, executors and administrators; provided,
however, that the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person (other than pursuant to subparagraph (c)(ii) of this Article V)
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the corporation. The right to indemnification conferred in this
subparagraph (c)(i) of Article V shall be a contract right and shall include
the right to be paid by the corporation the expenses incurred in defending any
such proceeding in advance of its final disposition; provided, however, that,
if the Delaware General Corporation Law so requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered
by such person while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of a
proceeding shall be made only upon delivery to the corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this subparagraph (c)(i) of Article V
or otherwise.
(ii) If a claim which the corporation is
obligated to pay under subparagraph (c)(i) of this Article V is not
paid in full by the corporation within 60 days after a written claim
has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting
such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the corporation)
that the claimant has not met the standards of conduct which make it
permissible under the Delaware General Corporation Law for the
corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the corporation. Neither
the failure of the corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the
corporation (including its Board of Directors, independent legal
counsel or its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or
create a presumption that the Claimant has not met the applicable
standard of conduct.
(iii) The provisions of this paragraph (c)
of Article V shall cover claims, actions, suits and proceedings, civil
or criminal, whether now pending or hereafter commenced, and shall be
retroactive to cover acts or omissions or alleged acts or omissions
which heretofore have taken place. If any part of this paragraph (c)
of Article V should be
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<PAGE> 93
found to be invalid or ineffective in any proceeding, the validity and
effect of the remaining provisions shall not be affected.
(iv) The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of
its final disposition conferred in this paragraph (c) of Article V
shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of stockholders or
disinterested directors or otherwise.
(v) The corporation may maintain insurance,
at its expense, to protect itself and any director, officer, employee
or agent of the corporation or another corporation, partnership, joint
venture, trust or other enterprise against any such expense, liability
or loss, whether or not the corporation would have the power to
indemnify such person against such expense, liability or loss under
the Delaware General Corporation Law.
(vi) The corporation may, to the extent
authorized from time to time by the Board of Directors, grant rights
to indemnification, and rights to be paid by the corporation the
expenses incurred in defending any proceeding in advance of its final
disposition, to any agent of the corporation to the fullest extent of
the provisions of this paragraph (c) of Article V with respect to the
indemnification and advancement of expenses of director, officers and
employees of the corporation.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Not Applicable
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS.
(a) EXHIBITS:
1.1 - Form of Underwriting Agreement.*
3.1 - Form of Amended and Restated Trust Agreement of RCL Trust
1995-1, among Ford Credit, Ford Credit Leasing, and the RCL
Trustee.*
3.2 - Restated Certificate of Incorporation of Ford Motor Credit
Company.*
3.3 - By-Laws of Ford Motor Credit Company.*
3.4 - Certificate of Incorporation of Ford Credit Leasing Company,
Inc.*
3.5 - By-Laws of Ford Credit Leasing Company, Inc.*
4.1 - Form of Amended and Restated Trust Agreement of the Issuer,
between the RCL Trustee and the Lease Trustee.*
4.2 - Form of Trust Indenture, between the Lease Trustee and the
Indenture Trustee.*
4.3 - Form of Class A-1 Note (included as part of Exhibit 4.2).*
4.4 - Form of Class A-2 Note (included as part of Exhibit 4.2).*
4.5 - Form of Class A-3 Note (included as part of Exhibit 4.2).*
4.6 - Form of Limited RV Guaranty.*
5.1 - Opinion of J.D. Bringard, Esq., Vice President-General Counsel
of Ford Motor Credit Company with respect to legality.*
8.1 - Opinion of Skadden, Arps, Slate, Meagher & Flom with
respect to tax matters.*
8.2 - Opinion of J.D. Bringard, Esq., Vice President-General Counsel
of Ford Motor Credit Company with respect to Michigan income tax
matters.*
10.1 - Form of FCTT Trust Agreement, among Ford Credit, Ford Credit
Leasing and Comerica.*
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<PAGE> 94
10.2 - Form of Administrative Agency Agreement, among Comerica, Ford
Credit, as the Administrative Agent and Ford Credit and Ford
Credit Leasing, as initial Beneficiaries of FCTT.*
10.3 - Form of Series 1995-1 Supplement, among Comerica, Ford Credit,
as the Administrative Agent and Ford Credit and Ford Credit
Leasing, as initial Beneficiaries of FCTT.*
10.4 - Form of Asset Contribution Agreement, among Ford Credit, Ford
Credit Leasing and the RCL Trustee.*
10.5 - Form of Transfer Agreement, between the RCL Trustee and the
Lease Trustee.*
10.6 - Form of Program Operating Lease, between the RCL Trustee and
the Lease Trustee.*
15.1 - Letter from Coopers & Lybrand regarding Unaudited Interim
Financial Information.*
23.1 - Consent of J.D. Bringard Esq., Vice President - General Counsel
of Ford Motor Credit Company (included as part of Exhibit 5.1).*
23.2 - Consent of Skadden, Arps, Slate, Meagher & Flom (included as
part of Exhibit 8.1).*
23.3 - Consent of Coopers & Lybrand.*
24.1 - Powers of Attorney of officers and directors of Ford Motor
Credit Company.
24.2 - Powers of Attorney of officers and directors Ford Credit
Leasing Company, Inc.
25.1 - Form T-1 of [name of Indenture Trustee].*
25.2 - Form T-2 of [name of officer of Indenture Trustee].*
* To be filed by amendment
(b) FINANCIAL STATEMENTS:
[Not Applicable]
ITEM 17. UNDERTAKINGS.
(a) To provide to the Underwriter at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriter to permit prompt delivery to each
purchaser.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 14
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(b) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
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<PAGE> 95
(2) For the purpose of determining any liability under
the Securities Act of 1933 each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Detroit
and the State of Michigan on the 23rd day of February, 1995.
RCL TRUST 1995-1
By FORD MOTOR CREDIT COMPANY,
Depositor and Beneficiary of the
Registrant
By WILLIAM E. ODOM *
-----------------------------------
(William E. Odom, Chairman
of the Board of Directors of
Ford Motor Credit Company)
By FORD CREDIT LEASING COMPANY,
INC., Depositor and Beneficiary
of the Registrant
By HURLEY D. SMITH *
-----------------------------------
(Hurley D. Smith, Chairman
of the Board of Directors of
Ford Credit Leasing Company, Inc.)
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Detroit and the State of Michigan on the 23rd
day of February, 1995.
FORD MOTOR CREDIT COMPANY
By WILLIAM E. ODOM *
-------------------------------
(William E. Odom, Chairman
of the Board of Directors of
Ford Motor Credit Company)
II-10
<PAGE> 97
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following officers and
directors of FORD MOTOR CREDIT COMPANY, in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
WILLIAM E. ODOM * Chairman of the February 23, 1995
- ----------------------------------- Board of Directors
(William E. Odom) and Director (princi-
pal executive officer)
KENNETH J. COATES * Director and Executive February 23, 1995
- ----------------------------------- Vice President-Finance
(Kenneth J. Coates) (principal financial
officer)
TERRENCE F. MARRS * Controller (principal February 23, 1995
- ----------------------------------- accounting officer)
(Terrence F. Marrs)
JOHN G. CLISSOLD * Director February 23, 1995
- -----------------------------------
(John G. Clissold)
EDSEL B. FORD II * Director February 23, 1995
- -----------------------------------
(Edsel B. Ford II)
DAVID N. MCCAMMON * Director February 23, 1995
- -----------------------------------
(David N. McCammon)
ROBERT D. WARNER * Director February 23, 1995
- -----------------------------------
(Robert D. Warner)
KENNETH WHIPPLE * Director February 23, 1995
- -----------------------------------
(Kenneth Whipple)
* By /s/ R. P. CONRAD
-----------------------------
(R. P. Conrad, Attorney in Fact)
</TABLE>
II- 11
<PAGE> 98
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following officers and
directors of FORD CREDIT LEASING COMPANY, INC., in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
HURLEY D. SMITH * Chairman of the Board of February 23, 1995
- ----------------------------------- Directors and Director
(Hurley D. Smith) (principal executive
officer)
TERRENCE F. MARRS * Controller (principal February 23, 1995
- ----------------------------------- financial officer)
(Terrence F. Marrs)
RICHARD P. CONRAD * Director February 23, 1995
- -----------------------------------
(Richard P. Conrad)
KEVIN F. KELLY * Director February 23, 1995
- -----------------------------------
(Kevin F. Kelly)
MARIO SPIVAK * Director February 23, 1995
- -----------------------------------
(Mario Spivak)
* By /s/ R. P. CONRAD
-------------------------------
(R. P. Conrad, Attorney in Fact)
</TABLE>
II-12
<PAGE> 99
EXHIBIT LIST
<TABLE>
<CAPTION>
Exhibits Description Page
- -------- ----------- ----
<S> <C> <C>
1.1 - Form of Underwriting Agreement.*
3.1 - Form of Amended and Restated Trust Agreement of RCL Trust 1995-1, among Ford
Credit, Ford Credit Leasing, and the RCL Trustee.*
3.2 - Restated Certificate of Incorporation of Ford Motor Credit Company.*
3.3 - By-Laws of Ford Motor Credit Company.*
3.4 - Certificate of Incorporation of Ford Credit Leasing Company, Inc.*
3.5 - By-Laws of Ford Credit Leasing Company, Inc.*
4.1 - Form of Amended and Restated Trust Agreement of the Issuer, between the RCL Trustee
and the Lease Trustee.*
4.2 - Form of Trust Indenture, between the Lease Trustee and the Indenture Trustee.*
4.3 - Form of Class A-1 Note (included as part of Exhibit 4.2).*
4.4 - Form of Class A-2 Note (included as part of Exhibit 4.2).*
4.5 - Form of Class A-3 Note (included as part of Exhibit 4.2).*
4.6 - Form of Limited RV Guaranty.*
5.1 - Opinion of J.D. Bringard, Esq., Vice President-General Counsel of Ford Motor Credit
Company with respect to legality.*
8.1 - Opinion of Skadden, Arps, Slate, Meagher & Flom with
respect to tax matters.*
8.2 - Opinion of J.D. Bringard, Esq., Vice President-General Counsel of Ford Motor Credit
Company with respect to Michigan income tax matters.*
10.1 - Form of FCTT Trust Agreement, among Ford Credit, Ford Credit Leasing and Comerica.*
10.2 - Form of Administrative Agency Agreement, among Comerica, Ford Credit, as the
Administrative Agent and Ford Credit and Ford Credit Leasing, as initial
Beneficiaries of FCTT.*
10.3 - Form of Series 1995-1 Supplement, among Comerica, Ford Credit, as the Administrative
Agent and Ford Credit and Ford Credit Leasing, as initial Beneficiaries of FCTT.*
10.4 - Form of Asset Contribution Agreement, among Ford Credit, Ford Credit Leasing and the
RCL Trustee.*
10.5 - Form of Transfer Agreement, between the RCL Trustee and the Lease Trustee.*
10.6 - Form of Program Operating Lease, between the RCL Trustee and the Lease Trustee.*
15.1 - Letter from Coopers & Lybrand regarding Unaudited Interim Financial Information.*
23.1 - Consent of J.D. Bringard Esq., Vice President - General Counsel of Ford Motor Credit
Company (included as part of Exhibit 5.1).*
23.2 - Consent of Skadden, Arps, Slate, Meagher & Flom (included as part of Exhibit 8.1).*
23.3 - Consent of Coopers & Lybrand.*
24.1 - Powers of Attorney of officers and directors of Ford Motor Credit Company.
24.2 - Powers of Attorney of officers and directors of Ford Credit Leasing Company, Inc.
25.1 - Form T-1 of [name of Indenture Trustee].*
25.2 - Form T-2 of [name of officer of Indenture Trustee].*
</TABLE>
* To be filed by amendment
<PAGE> 1
Exhibit 24.1
FORD MOTOR CREDIT COMPANY
Certificate of Secretary
The undersigned, Hurley D. Smith, Secretary of FORD MOTOR
CREDIT COMPANY, a Delaware corporation (the "Company"), DOES HEREBY CERTIFY
that the resolutions attached as Exhibit 1 to this Certificate were duly
adopted by the Board of Directors of the Company on February 26, 1986, March 2,
1988, March 10, 1993 and September 29, 1993 at meetings duly called and held at
which quorums were present and acted throughout, and such resolutions have not
been amended, modified, rescinded or revoked and are in full force and effect
on the date hereof.
WITNESS my hand and the seal of the Company this 23rd day of
February, 1995.
/s/ HURLEY D. SMITH
---------------------------
Hurley D. Smith
Secretary
(Corporate Seal)
<PAGE> 2
Resolutions
Sale of Receivables
Sale of Receivables Pursuant to Standby Agreements
RESOLVED, That the Company is hereby authorized during any
calendar year, commencing with calendar year 1993, to enter into one or more
agreements ("Standby Agreements") providing for the revolving sale by the
Company of and/or revolving commitment of purchasers to buy any accounts
receivables ("Receivables") of the Company (including, without limitation,
leases originated under the Company's Red Carpet Lease Program) together with
any assets (including vehicles) and other rights covered by, or obtained in
connection with, the Receivables, or relating thereto, upon such terms and
conditions, including, without limitation, the payment of standby or commitment
fees, as may be approved by any two of the Chairman of the Board of Directors,
the President, the Executive Vice President-Finance and the Treasurer;
provided, however, that the aggregate proceeds which shall be available to the
Company under and pursuant to all Standby Agreements and all other agreements
providing for the revolving sale of receivables of the Company in effect on the
date of the adoption of these resolutions ("Existing Standby Agreements") shall
not exceed $16,000,000,000 during any calendar year.
RESOLVED, That the Chairman of the Board of Directors, the
President, any Executive Vice President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary and any Assistant Secretary, and each of
them, be and hereby are authorized, in the name and on behalf of the Company,
at any time, to take such action, and to execute (by either manual or facsimile
signature) and deliver any Standby Agreement and such agreements, documents or
other instruments in connection with or related to any Standby Agreement or
Existing Standby Agreement as they, or any of them, may determine necessary,
appropriate or desirable, including, without limitation, (a) any amendment,
modification or extension of any such Standby Agreement or Existing Standby
Agreement, (b) any sale of Receivables under any such Standby Agreement or
Existing Standby Agreement, and (c) any conveyance, assignment or reassignment
of Receivables under any
1
<PAGE> 3
such Standby Agreement or Existing Standby Agreement, the taking of such action
or the execution of any such Standby Agreement or agreements, documents or
other instruments in connection with or related to any Standby Agreement or
Existing Standby Agreement by any such officer of the Company to be conclusive
evidence of such determination with respect thereto.
RESOLVED, That the preceding resolutions shall not affect in
any respect any Existing Standby Agreements or any actions taken by the Company
in connection therewith, and all such Existing Standby Agreements and all such
actions taken by the Company in connection therewith are hereby ratified and
affirmed.
Sale of Receivables Pursuant to Public Offerings of Receivables Securities
RESOLVED, That the Company is hereby authorized to issue and
sell, during any calendar year commencing with calendar year 1986, in one or
more public offerings required to be registered with the Securities and
Exchange Commission (the "Commission") pursuant to applicable provisions of the
Securities Act of 1933, as amended (the "Act"), certificates or securities
relating to or representing an interest in accounts receivable of the Company
("Receivables") (including, without limitation, leases originated under the
Company's Red Carpet Lease Program) and assets relating thereto ("Receivables
Securities"), in an aggregate principal amount not to exceed the aggregate
principal amount authorized for registration under the Act pursuant to the next
succeeding resolution, upon such terms and conditions as may be fixed by any
two of the Chairman of the Board of Directors, the President, the Executive
Vice President-Finance and the Treasurer and that any two of the Chairman of
the Board of Directors, the President, the Executive Vice President-Finance and
the Treasurer be and hereby are authorized to determine the terms and
conditions of the Receivables Securities.
RESOLVED, That the Company is hereby authorized to register
with the Commission pursuant to the provisions of the Act Receivables
Securities in principal amounts not to exceed in the aggregate $16,000,000,000
during any calendar year.
2
<PAGE> 4
RESOLVED, That the preparation of one or more Registration
Statements on such form or forms as may be appropriate covering the Receivables
Securities, including prospectuses, exhibits and other documents, to be filed
with the Commission, for the purpose of registering the offer and sale of the
Receivables Securities under the Act, be and it hereby is in all respects
approved; that the directors and appropriate officers of the Company, and each
of them, be and hereby are authorized to sign and execute in their own behalf,
or in the name and on behalf of the Company, or both, as the case may be, any
such Registration Statement, with such changes, if any, therein, including
amendments to the prospectus and the addition or amendment of exhibits and
other documents relating thereto or required by law or regulation in connection
therewith, all in such form as such directors and officers may deem necessary,
appropriate or desirable, as conclusively evidenced by their execution thereof,
and that the appropriate officers of the Company, and each of them, be and
hereby are authorized to cause any such Registration Statement, so executed, to
be filed with the Commission; and, prior to the effective date of any such
Registration Statement, the appropriate officers of the Company are directed to
use their best efforts to furnish each directors and each officer signing such
Registration Statement with a copy of such Registration Statement, and if,
prior to the effective date of any such Registration Statement, material
changes therein or material additions thereto are proposed to be made, the
appropriate officers of the Company are directed to use their best efforts to
furnish each director, and each officer signing any such Registration
Statement, with a copy of such Registration Statement and each amendment
thereto as filed with the Commission, or a description of such changes or
additions, or a combination thereof, in as complete and final form as
practicable and in sufficient time to permit each director and each such
officer so desiring to object to any part of any such Registration Statement
before it becomes effective.
RESOLVED, That the directors and appropriate officers of the
Company, and each of them, be and hereby are authorized to sign and execute in
their own behalf, or in the name and on behalf of the Company, or both, as the
case may be, any and all amendments (including post-effective amendments) to
any such Registration Statement, including amendments to the prospectus and the
addition
3
<PAGE> 5
or amendment of exhibits and other documents relating thereto or required by
law or regulation in connection therewith, all in such form, with such changes,
if any, therein, as such directors and officers may deem necessary, appropriate
or desirable, as conclusively evidenced by their execution thereof, and that
the appropriate officers of the Company, and each of them, be and hereby are
authorized to cause such amendment or amendments, so executed, to be filed with
the Commission; and if, prior to the effective date of each such post-effective
amendment, material changes or material additions are proposed to be made in or
to any such Registration Statement or any amendment thereto in the form in
which it most recently became effective, the appropriate officers of the
Company are directed to use their best efforts to furnish each director, and
each officer signing such post-effective amendment, with a copy of such
post-effective amendment or a description of all material changes or additions
therein, or a combination thereof, in as complete and final form as practicable
and in sufficient time to permit each director and each such officer so
desiring to object to any part of such post-effective amendment before it
becomes effective.
RESOLVED, That each officer and director who may be required
to sign and execute any such Registration Statement or any amendment thereto or
document in connection therewith (whether on behalf of the Company, or as an
officer or director of the Company, or otherwise), be and hereby is authorized
to execute a power of attorney appointing W. E. Odom, J. D. Bringard, H. D.
Smith, W. O. Staehlin, D. M. Brandi, R. P. Conrad, L. J. Ghilardi and S. P.
Thomas, and each of them, severally, his true and lawful attorney or attorneys
to sign in his name, place and stead in any such capacity any such Registration
Statement and any and all amendments (including post-effective amendments)
thereto and documents in connection therewith, and to file the same with the
Commission, each of said attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in the name and
on behalf of each of said officers and directors who shall have executed such a
power of attorney, every act whatsoever which such attorneys, or any of them,
may deem necessary, appropriate or desirable to be done in connection therewith
as fully and to all intents and purposes as such officers or directors might or
could do in person.
4
<PAGE> 6
RESOLVED, That the Chairman of the Board of Directors, the
President, any Executive Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Controller, the Treasurer and any Assistant Treasurer,
and each of them, be and hereby are authorized in the name and on behalf of the
Company to take any and all action which such persons, or any of them, may deem
necessary, appropriate or desirable in order to obtain a permit, register or
qualify the Receivables Securities for issuance and sale or to request an
exemption from registration of such securities or to register or obtain a
license for the Company as a dealer or broker under the securities laws of such
of the states of the United States of America as such persons, or any of them,
may deem necessary, appropriate or desirable, and in connection with such
registrations, permits, licenses, qualifications and exemptions to execute,
acknowledge, verify, deliver, file and publish all such applications, reports,
resolutions, irrevocable consents to service of process, powers of attorney and
other papers and instruments as may be required under such laws, and to take
any and all further action which such persons, or any of them, may deem
necessary, appropriate or desirable in order to maintain such registrations in
effect for as long as such persons, or any of them, may deem to be in the best
interests of the Company.
RESOLVED, That Ford Motor Credit Company hereby designates any
licensed California broker-dealer designated by the Chairman of the Board of
Directors, the President, any Executive Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer,
and each of them, its attorney-in-fact for the purpose of executing and filing
one or more applications and amendments thereto on behalf of the Company, under
applicable provisions of the California Corporate Securities Law of 1968, for
the registration or qualification of part or all of the Receivables Securities
of the Company for offering and sale in the State of California.
BE IT RESOLVED THAT RICHARD D. LATHAM, Securities
Commissioner, State Securities Board, of the State of Texas, and his successor
in office, is made, constituted and appointed the true and lawful
attorney-in-fact for and in the State of Texas for this corporation, upon whom
all process of law against this corporation in any
5
<PAGE> 7
action at law or legal proceeding growing out of the Texas Securities Act may
be served, subject to and in accordance with all the provisions of the laws of
the State of Texas and all amendments thereto, and this corporation agrees that
any and all lawful process against it may be served upon its said
attorney-in-fact, RICHARD D. LATHAM, or his successor in office, shall be
deemed valid personal service upon this corporation and shall be of the same
force and validity as if served upon this corporation; and that all process
served upon the said Securities Commissioner shall be and have the same effect
as if this corporation were organized and created under the laws of the State
of Texas and had been lawfully served with process therein; and
BE IT FURTHER RESOLVED that the corporation by and through its
President or any Vice President and Secretary or any Assistant Secretary
execute a Power of Attorney to the said RICHARD D. LATHAM, Securities
Commissioner of the State of Texas, and his successor in office, incorporating
the provisions of this resolution therein.
RESOLVED, That any and all haec verba resolutions which may be
required by the Blue Sky or securities laws of any state in which the Company
intends to offer to sell its securities be, and they hereby are, adopted; that
the proper officers of the Company be, and they hereby are, authorized to
certify that such resolutions were duly adopted at this meeting; and that the
Secretary of the Company shall cause a copy of each resolution so certified to
be attached to the minutes of this meeting.
RESOLVED, That the Company is hereby authorized to enter into
one or more Indentures, Pooling and Servicing Agreements or other agreements
and supplements and amendments thereto, each with a bank, trust company or
other person, or corporation or entity as trustee, providing for the transfer
of the Receivables together with any assets (including vehicles) and other
rights covered by or obtained in connection with the Receivables or relating
thereto or the issuance of the Receivables Securities and that the Chairman of
the Board of Directors, the President, any Executive Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and each of them, be and hereby are authorized, in the
name and on behalf
6
<PAGE> 8
of the Company, (i) to select such trustee or trustees and (ii) to execute,
acknowledge and deliver each such Indenture, Pooling and Servicing Agreement or
other agreement under the seal of the Company, attested by the Secretary or any
Assistant Secretary, containing such terms and provisions as the officer or
officers executing such agreements may deem necessary, appropriate or
desirable, as conclusively evidenced by his or their execution thereof.
RESOLVED, That the Chairman of the Board of Directors, the
President, any Executive Vice President or any Vice President, and the
Treasurer or the Secretary, be and hereby are authorized, in the name and on
behalf of the Company and under its corporate seal (which may be a facsimile of
such seal) to execute (by manual or facsimile signature) Receivables Securities
(and, in addition, Receivables Securities to replace any of the Receivables
Securities which are lost, stolen, mutilated or destroyed and Receivables
Securities required for exchange substitution or transfer, all as provided in
the respective Indentures, Pooling and Servicing Agreements or other
agreements) in fully registered form in substantially the forms of Receivables
Securities to be set forth in the respective Indentures, Pooling and Servicing
Agreements or other agreements with such changes therein and additions thereto
as the officer or officers executing the Receivables Securities may deem
necessary, appropriate or desirable, as conclusively evidenced by his or their
execution thereof.
RESOLVED, That the Chairman of the Board of Directors, the
President, any Executive Vice President, the Vice President-Finance, the
Treasurer and any Assistant Treasurer, the Secretary and any Assistant
Secretary, and each of them, be and hereby are authorized to appoint one or
more paying agents, registrars, transfer agents, and other agents and
functionaries, and to execute and deliver, in the name and on behalf of the
Company, any agreement, instrument or document relating to any such
appointment, for the purpose of implementing and giving effect to the
provisions of the Indentures, Pooling and Servicing Agreements or other
agreements and the Receivables Securities, respectively, in the forms in which
they shall be executed and delivered pursuant to the foregoing resolutions;
provided, however, that the
7
<PAGE> 9
Company may at any time elect to act in any such capacity itself.
RESOLVED, That the Company is hereby authorized to enter into
one or more underwriting agreements, sales agency agreements or like agreements
(the "Underwriting Agreements") with any firm, institution or partnership
acting on behalf of themselves or itself and the several underwriters,
providing for the sale of the Receivables Securities and that, when such
Underwriting Agreements, or any of them, have been completed to set forth the
prices at and terms and conditions upon which the Receivables Securities are to
be sold and the compensation to be received by the underwriters (such matters
first having been presented to and approved by any two of the Chairman of the
Board of Directors, the President, the Executive Vice President-Finance and the
Treasurer), the Chairman of the Board of Directors, the President, any
Executive Vice President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer and any Assistant Treasurer, and each of them, be and
hereby are authorized to execute and deliver, in the name and on behalf of the
Company, the respective Underwriting Agreements, with the inclusion of such
underwriters and containing such other terms and provisions as the officer or
officers executing the same may deem necessary, appropriate or desirable, as
conclusively evidenced by his or their execution thereof.
RESOLVED, That the Company is hereby authorized to enter into
one or more Purchase Agreements or other Agreements (the "Purchase Agreements")
with any firm, institution, partnership or other person, including securities
brokers and dealers, relating to the sale and distribution of Receivables
Securities and that, when such Purchase Agreements, or any of them, have been
completed to set forth the terms and conditions upon which the Receivables
Securities are to be sold and the purchase prices to be paid by such purchasers
(such matters first having been presented to and approved by any two of the
Chairman of the Board of Directors, the President, the Executive Vice
President-Finance and the Treasurer), the Chairman of the Board of Directors,
the President, any Executive Vice President, any Vice President, the Secretary,
any Assistant Secretary, the Treasurer and any Assistant Treasurer, and each of
them, be and hereby are authorized to execute and deliver, in the
8
<PAGE> 10
name and on behalf of the Company, the respective Purchase Agreements,
containing such other terms and provisions as the officer or officers executing
the same may deem necessary, appropriate or desirable, as conclusively
evidenced by his or their execution thereof.
RESOLVED, That the appropriate officers of the Company, and
each of them, be and hereby are authorized and empowered, in the name and on
behalf of the Company, to take any action (including, without limitation, the
payment of expenses), and to execute (by manual or facsimile signature) and
deliver any and all letters, documents or other writings, that such officer or
officers may deem necessary, appropriate or desirable in order to enable the
Company fully to issue and sell the Receivables Securities and Receivables and
exercise its rights and to perform its obligations under the Indentures,
Pooling and Servicing Agreements or other agreements, the Underwriting
Agreements, and the Purchase Agreements, or otherwise carry out the purposes
and intends of each and all of the foregoing resolutions.
Sale of Receivables Pursuant to Purchase Agreements
RESOLVED, That the Company is hereby authorized during any
calendar year, commencing with calendar year 1993, to enter into one or more
agreements ("Purchase Agreements") providing for the sale, on a non-revolving
basis, of any accounts receivables ("Receivables") of the Company (including,
without limitation, leases originated under the Company's Red Carpet Lease
Program) together with any assets (including vehicles) and other right covered
by or obtained in connection with, the Receivables, or relating thereto, upon
such terms and conditions as may be approved by any two of the Chairman of the
Board of Directors, the President, the Executive Vice President-Finance and
the Treasurer; provided, however, that the aggregate amount of proceeds
received by the Company from the sale of receivables under and pursuant to
Purchase Agreements shall not exceed in the aggregate $16,000,000,000 during
any calendar year.
RESOLVED, That the Chairman of the Board of Directors, the
President, any Executive Vice President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary and any Assistant Secretary, and each of
them, be and hereby are authorized, in the name and on
9
<PAGE> 11
behalf of the Company, at any time, to take such action, and to execute (by
either manual or facsimile signature) and deliver any Purchase Agreement and
such agreements, documents or other instruments in connection therewith or
related thereto as they, or any of them, may determine necessary, appropriate
or desirable, the taking of such action or the execution of any such Purchase
Agreement or agreements, documents, or other instruments in connection
therewith or related thereto to be conclusive evidence of such determination
with respect thereto.
Overall Limitation on Certain Sales of Receivables
RESOLVED, That notwithstanding anything to the contrary
contained in the preceding resolutions under the captions "Sale of Receivables
Pursuant to Standby Agreements", "Sale of Receivables Pursuant to Public
Offerings of Receivables Securities" and "Sale of Receivables Pursuant to
Purchase Agreements", the aggregate proceeds received by the Company pursuant
to such resolutions during any calendar year, commencing with calendar year
1993, shall not exceed $16,000,000,000.
10
<PAGE> 12
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS OF
FORD MOTOR CREDIT COMPANY
COVERING NOTES, DEBENTURES, SUBORDINATED NOTES, SUBORDINATED DEBENTURES, NOTES
SOLD THROUGH SALES AGENTS, DEMAND
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PROGRAM,
DEMAND NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PLAN AND SECURITIES
BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD MOTOR CREDIT COMPANY, does hereby constitute and appoint W. E.
Odom, J. D. Bringard, H. D. Smith, W. O. Staehlin, D. M. Brandi, R. P. Conrad,
L. J. Ghilardi and S. P. Thomas, and each of them, severally, his true and
lawful attorney and agent at any time and from time to time to do any and all
acts and things and execute in his name (whether on behalf of FORD MOTOR CREDIT
COMPANY, or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable FORD MOTOR CREDIT COMPANY to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with a Registration Statement or
Registration Statements and any and all amendments (including post-effective
amendments) to the Registration Statement or Registration Statements relating
to the issuance and sale of any of the above-captioned securities of FORD MOTOR
CREDIT COMPANY authorized at meetings of the Board of Directors of FORD MOTOR
CREDIT COMPANY held on February 26, 1986, March 2, 1988, March 10, 1993 and
September 29, 1993, including specifically, but without limitation thereto,
power and authority to sign his name (whether on behalf of FORD MOTOR CREDIT
COMPANY or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) to such
Registration Statement or Registration Statements and to such amendments
(including post-effective amendments) to the Registration Statement or
Registration Statements to be filed with the Securities and Exchange
Commission, or any of the exhibits, financial statements or schedules or the
Prospectuses, filed therewith, and to file the same with the Securities and
Exchange Commission; and each of the undersigned does hereby ratify and confirm
all that said attorneys and agents, and each of them shall do or cause to be
done by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 23rd day of February, 1995.
/s/ WILLIAM E. ODOM
-------------------------------------
(William E. Odom)
<PAGE> 13
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS OF
FORD MOTOR CREDIT COMPANY
COVERING NOTES, DEBENTURES, SUBORDINATED NOTES, SUBORDINATED DEBENTURES, NOTES
SOLD THROUGH SALES AGENTS, DEMAND
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PROGRAM,
DEMAND NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PLAN AND SECURITIES
BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD MOTOR CREDIT COMPANY, does hereby constitute and appoint W. E.
Odom, J. D. Bringard, H. D. Smith, W. O. Staehlin, D. M. Brandi, R. P. Conrad,
L. J. Ghilardi and S. P. Thomas, and each of them, severally, his true and
lawful attorney and agent at any time and from time to time to do any and all
acts and things and execute in his name (whether on behalf of FORD MOTOR CREDIT
COMPANY, or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable FORD MOTOR CREDIT COMPANY to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with a Registration Statement or
Registration Statements and any and all amendments (including post-effective
amendments) to the Registration Statement or Registration Statements relating
to the issuance and sale of any of the above-captioned securities of FORD MOTOR
CREDIT COMPANY authorized at meetings of the Board of Directors of FORD MOTOR
CREDIT COMPANY held on February 26, 1986, March 2, 1988, March 10, 1993 and
September 29, 1993, including specifically, but without limitation thereto,
power and authority to sign his name (whether on behalf of FORD MOTOR CREDIT
COMPANY or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) to such
Registration Statement or Registration Statements and to such amendments
(including post-effective amendments) to the Registration Statement or
Registration Statements to be filed with the Securities and Exchange
Commission, or any of the exhibits, financial statements or schedules or the
Prospectuses, filed therewith, and to file the same with the Securities and
Exchange Commission; and each of the undersigned does hereby ratify and confirm
all that said attorneys and agents, and each of them shall do or cause to be
done by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 23rd day of February, 1995.
/s/ KENNETH J. COATES
--------------------------------
(Kenneth J. Coates)
<PAGE> 14
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS OF
FORD MOTOR CREDIT COMPANY
COVERING NOTES, DEBENTURES, SUBORDINATED NOTES, SUBORDINATED DEBENTURES, NOTES
SOLD THROUGH SALES AGENTS, DEMAND
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PROGRAM,
DEMAND NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PLAN AND SECURITIES
BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD MOTOR CREDIT COMPANY, does hereby constitute and appoint W. E.
Odom, J. D. Bringard, H. D. Smith, W. O. Staehlin, D. M. Brandi, R. P. Conrad,
L. J. Ghilardi and S. P. Thomas, and each of them, severally, his true and
lawful attorney and agent at any time and from time to time to do any and all
acts and things and execute in his name (whether on behalf of FORD MOTOR CREDIT
COMPANY, or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable FORD MOTOR CREDIT COMPANY to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with a Registration Statement or
Registration Statements and any and all amendments (including post-effective
amendments) to the Registration Statement or Registration Statements relating
to the issuance and sale of any of the above-captioned securities of FORD MOTOR
CREDIT COMPANY authorized at meetings of the Board of Directors of FORD MOTOR
CREDIT COMPANY held on February 26, 1986, March 2, 1988, March 10, 1993 and
September 29, 1993, including specifically, but without limitation thereto,
power and authority to sign his name (whether on behalf of FORD MOTOR CREDIT
COMPANY or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) to such
Registration Statement or Registration Statements and to such amendments
(including post-effective amendments) to the Registration Statement or
Registration Statements to be filed with the Securities and Exchange
Commission, or any of the exhibits, financial statements or schedules or the
Prospectuses, filed therewith, and to file the same with the Securities and
Exchange Commission; and each of the undersigned does hereby ratify and confirm
all that said attorneys and agents, and each of them shall do or cause to be
done by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 23rd day of February, 1995.
/s/ TERRENCE F. MARRS
------------------------------
(Terrence F. Marrs)
<PAGE> 15
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS OF
FORD MOTOR CREDIT COMPANY
COVERING NOTES, DEBENTURES, SUBORDINATED NOTES, SUBORDINATED DEBENTURES, NOTES
SOLD THROUGH SALES AGENTS, DEMAND
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PROGRAM,
DEMAND NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PLAN AND SECURITIES
BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD MOTOR CREDIT COMPANY, does hereby constitute and appoint W. E.
Odom, J. D. Bringard, H. D. Smith, W. O. Staehlin, D. M. Brandi, R. P. Conrad,
L. J. Ghilardi and S. P. Thomas, and each of them, severally, his true and
lawful attorney and agent at any time and from time to time to do any and all
acts and things and execute in his name (whether on behalf of FORD MOTOR CREDIT
COMPANY, or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable FORD MOTOR CREDIT COMPANY to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with a Registration Statement or
Registration Statements and any and all amendments (including post-effective
amendments) to the Registration Statement or Registration Statements relating
to the issuance and sale of any of the above-captioned securities of FORD MOTOR
CREDIT COMPANY authorized at meetings of the Board of Directors of FORD MOTOR
CREDIT COMPANY held on February 26, 1986, March 2, 1988, March 10, 1993 and
September 29, 1993, including specifically, but without limitation thereto,
power and authority to sign his name (whether on behalf of FORD MOTOR CREDIT
COMPANY or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) to such
Registration Statement or Registration Statements and to such amendments
(including post-effective amendments) to the Registration Statement or
Registration Statements to be filed with the Securities and Exchange
Commission, or any of the exhibits, financial statements or schedules or the
Prospectuses, filed therewith, and to file the same with the Securities and
Exchange Commission; and each of the undersigned does hereby ratify and confirm
all that said attorneys and agents, and each of them shall do or cause to be
done by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 23rd day of February, 1995.
/s/ JOHN G. CLISSOLD
-------------------------------
(John G. Clissold)
<PAGE> 16
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS OF
FORD MOTOR CREDIT COMPANY
COVERING NOTES, DEBENTURES, SUBORDINATED NOTES, SUBORDINATED DEBENTURES, NOTES
SOLD THROUGH SALES AGENTS, DEMAND
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PROGRAM,
DEMAND NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PLAN AND SECURITIES
BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD MOTOR CREDIT COMPANY, does hereby constitute and appoint W. E.
Odom, J. D. Bringard, H. D. Smith, W. O. Staehlin, D. M. Brandi, R. P. Conrad,
L. J. Ghilardi and S. P. Thomas, and each of them, severally, his true and
lawful attorney and agent at any time and from time to time to do any and all
acts and things and execute in his name (whether on behalf of FORD MOTOR CREDIT
COMPANY, or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable FORD MOTOR CREDIT COMPANY to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with a Registration Statement or
Registration Statements and any and all amendments (including post-effective
amendments) to the Registration Statement or Registration Statements relating
to the issuance and sale of any of the above-captioned securities of FORD MOTOR
CREDIT COMPANY authorized at meetings of the Board of Directors of FORD MOTOR
CREDIT COMPANY held on February 26, 1986, March 2, 1988, March 10, 1993 and
September 29, 1993, including specifically, but without limitation thereto,
power and authority to sign his name (whether on behalf of FORD MOTOR CREDIT
COMPANY or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) to such
Registration Statement or Registration Statements and to such amendments
(including post-effective amendments) to the Registration Statement or
Registration Statements to be filed with the Securities and Exchange
Commission, or any of the exhibits, financial statements or schedules or the
Prospectuses, filed therewith, and to file the same with the Securities and
Exchange Commission; and each of the undersigned does hereby ratify and confirm
all that said attorneys and agents, and each of them shall do or cause to be
done by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 23rd day of February, 1995.
/s/ EDSEL B. FORD II
-------------------------------
(Edsel B. Ford II)
<PAGE> 17
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS OF
FORD MOTOR CREDIT COMPANY
COVERING NOTES, DEBENTURES, SUBORDINATED NOTES, SUBORDINATED DEBENTURES, NOTES
SOLD THROUGH SALES AGENTS, DEMAND
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PROGRAM,
DEMAND NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PLAN AND SECURITIES
BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD MOTOR CREDIT COMPANY, does hereby constitute and appoint W. E.
Odom, J. D. Bringard, H. D. Smith, W. O. Staehlin, D. M. Brandi, R. P. Conrad,
L. J. Ghilardi and S. P. Thomas, and each of them, severally, his true and
lawful attorney and agent at any time and from time to time to do any and all
acts and things and execute in his name (whether on behalf of FORD MOTOR CREDIT
COMPANY, or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable FORD MOTOR CREDIT COMPANY to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with a Registration Statement or
Registration Statements and any and all amendments (including post-effective
amendments) to the Registration Statement or Registration Statements relating
to the issuance and sale of any of the above-captioned securities of FORD MOTOR
CREDIT COMPANY authorized at meetings of the Board of Directors of FORD MOTOR
CREDIT COMPANY held on February 26, 1986, March 2, 1988, March 10, 1993 and
September 29, 1993, including specifically, but without limitation thereto,
power and authority to sign his name (whether on behalf of FORD MOTOR CREDIT
COMPANY or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) to such
Registration Statement or Registration Statements and to such amendments
(including post-effective amendments) to the Registration Statement or
Registration Statements to be filed with the Securities and Exchange
Commission, or any of the exhibits, financial statements or schedules or the
Prospectuses, filed therewith, and to file the same with the Securities and
Exchange Commission; and each of the undersigned does hereby ratify and confirm
all that said attorneys and agents, and each of them shall do or cause to be
done by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 23rd day of February, 1995.
/s/ DAVID N. MCCAMMON
-------------------------------
(David N. McCammon)
<PAGE> 18
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS OF
FORD MOTOR CREDIT COMPANY
COVERING NOTES, DEBENTURES, SUBORDINATED NOTES, SUBORDINATED DEBENTURES, NOTES
SOLD THROUGH SALES AGENTS, DEMAND
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PROGRAM,
DEMAND NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PLAN AND SECURITIES
BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD MOTOR CREDIT COMPANY, does hereby constitute and appoint W. E.
Odom, J. D. Bringard, H. D. Smith, W. O. Staehlin, D. M. Brandi, R. P. Conrad,
L. J. Ghilardi and S. P. Thomas, and each of them, severally, his true and
lawful attorney and agent at any time and from time to time to do any and all
acts and things and execute in his name (whether on behalf of FORD MOTOR CREDIT
COMPANY, or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable FORD MOTOR CREDIT COMPANY to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with a Registration Statement or
Registration Statements and any and all amendments (including post-effective
amendments) to the Registration Statement or Registration Statements relating
to the issuance and sale of any of the above-captioned securities of FORD MOTOR
CREDIT COMPANY authorized at meetings of the Board of Directors of FORD MOTOR
CREDIT COMPANY held on February 26, 1986, March 2, 1988, March 10, 1993 and
September 29, 1993, including specifically, but without limitation thereto,
power and authority to sign his name (whether on behalf of FORD MOTOR CREDIT
COMPANY or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) to such
Registration Statement or Registration Statements and to such amendments
(including post-effective amendments) to the Registration Statement or
Registration Statements to be filed with the Securities and Exchange
Commission, or any of the exhibits, financial statements or schedules or the
Prospectuses, filed therewith, and to file the same with the Securities and
Exchange Commission; and each of the undersigned does hereby ratify and confirm
all that said attorneys and agents, and each of them shall do or cause to be
done by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 23rd day of February, 1995.
/s/ ROBERT D. WARNER
-------------------------------
(Robert D. Warner)
<PAGE> 19
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS OF
FORD MOTOR CREDIT COMPANY
COVERING NOTES, DEBENTURES, SUBORDINATED NOTES, SUBORDINATED DEBENTURES, NOTES
SOLD THROUGH SALES AGENTS, DEMAND
NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PROGRAM,
DEMAND NOTES PURSUANT TO THE FORD MONEY MARKET ACCOUNT PLAN AND SECURITIES
BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD MOTOR CREDIT COMPANY, does hereby constitute and appoint W. E.
Odom, J. D. Bringard, H. D. Smith, W. O. Staehlin, D. M. Brandi, R. P. Conrad,
L. J. Ghilardi and S. P. Thomas, and each of them, severally, his true and
lawful attorney and agent at any time and from time to time to do any and all
acts and things and execute in his name (whether on behalf of FORD MOTOR CREDIT
COMPANY, or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable FORD MOTOR CREDIT COMPANY to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and Exchange
Commission in respect thereof, in connection with a Registration Statement or
Registration Statements and any and all amendments (including post-effective
amendments) to the Registration Statement or Registration Statements relating
to the issuance and sale of any of the above-captioned securities of FORD MOTOR
CREDIT COMPANY authorized at meetings of the Board of Directors of FORD MOTOR
CREDIT COMPANY held on February 26, 1986, March 2, 1988, March 10, 1993 and
September 29, 1993, including specifically, but without limitation thereto,
power and authority to sign his name (whether on behalf of FORD MOTOR CREDIT
COMPANY or as an officer or director of FORD MOTOR CREDIT COMPANY, or by
attesting the seal of FORD MOTOR CREDIT COMPANY or otherwise) to such
Registration Statement or Registration Statements and to such amendments
(including post-effective amendments) to the Registration Statement or
Registration Statements to be filed with the Securities and Exchange
Commission, or any of the exhibits, financial statements or schedules or the
Prospectuses, filed therewith, and to file the same with the Securities and
Exchange Commission; and each of the undersigned does hereby ratify and confirm
all that said attorneys and agents, and each of them shall do or cause to be
done by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 23rd day of February, 1995.
/s/ KENNETH WHIPPLE
-------------------------------
(Kenneth Whipple)
<PAGE> 1
Exhibit 24.2
FORD CREDIT LEASING COMPANY, INC.
Certificate of Secretary
The undersigned, Richard P. Conrad, Secretary of Ford Credit
Leasing Company, Inc., a Delaware corporation (the "Company"), DOES HEREBY
CERTIFY that the resolutions attached as Exhibit 1 to this Certificate were
duly adopted by the Board of Directors of the Company on February 22, 1995, at
a meeting called and held at which a quorum was present and acted throughout,
and such resolutions have not been amended, modified, rescinded or revoked and
are in full force and effect on the date hereof.
WITNESS my hand and the seal of the Company this 23rd day of
February, 1995.
/s/ RICHARD P. CONRAD
-------------------------------
(Richard P. Conrad, Secretary)
(Corporate Seal)
<PAGE> 2
Exhibit 1
Sale of Receivables Pursuant to Public Offering of Securities
RESOLVED, That the Company is hereby authorized to issue and
sell, during any calendar year commencing with calendar year 1995, (i) in one
or more public offerings required to be registered with the Securities and
Exchange Commission (the "Commission") pursuant to applicable provisions of the
Securities Act of 1933, as amended (the "Act"), or (ii) in one or more private
placements exempt from registration under the Act, certificates or securities
("Receivables Securities") relating to or representing an interest in
receivables and assets relating thereto ("Receivables") acquired by the
Company, in an aggregate principal amount not to exceed the aggregate principal
amount authorized for registration under the Act pursuant to the next
succeeding resolution, upon such terms and conditions as may be fixed by any
two of the Chairman of the Board of Directors, the President, the Controller
and the Treasurer and that any two of the Chairman of the Board of Directors,
the President, the Controller and the Treasurer be and hereby are authorized to
determine the terms and conditions of the Receivables Securities.
RESOLVED, That the Company is hereby authorized to register
with the Commission pursuant to the provisions of the Act Receivables
Securities in principal amounts not to exceed in the aggregate $8,000,000,000
during any calendar year.
RESOLVED, That the preparation of one or more Registration
Statements on such term or terms as may be appropriate covering the Receivables
Securities, including prospectuses, exhibits and other documents, to be filed
with the Commission, for the purpose of registering the offer and sale of the
Receivables Securities under the Act, be and it hereby is in all respects
approved; that the directors and appropriate officers of the Company, and each
of them, be and hereby are authorized to sign and execute in their own behalf,
or in the name and on behalf of the Company, or both, as the case may be, any
such Registration Statement, with such changes, if any, therein, including
other documents relating thereto
1
<PAGE> 3
or required by law or regulation in connection therewith, all in such form as
such directors and officers may deem necessary, appropriate or desirable, as
conclusively evidenced by their execution thereof, and that the appropriate
officers of the Company, and each of them, be and hereby are authorized to
cause any such Registration Statement, so executed, to be filed with the
Commission; and, prior to the effective date of any such Registration
Statement, the appropriate officers of the Company are directed to use their
best efforts to furnish each director and each officer signing such
Registration Statement with a copy of such Registration Statement, and if,
prior to the effective date of any such Registration Statement, material
changes therein or material additions thereto are proposed to be made, the
appropriate officers of the Company are directed to use their best efforts to
furnish each director, and each officer signing any such Registration
Statement, with a copy of such Registration Statement and each amendment
thereto as filed with the Commission, or a description of such changes or
additions, or a combination thereof, in as complete and final form as
practicable and in sufficient time to permit each director and each such
officer so desiring to object to any part of any such Registration Statement
before it becomes effective.
RESOLVED, That the directors and appropriate officers of the
Company, and each of them, be and hereby are authorized to sign and execute in
their own behalf, or in the name and on behalf of the Company, or both, as the
case may be, any and all amendments (including post-effective amendments) to
any such Registration Statement, including amendments to the prospectus and the
addition or amendment of exhibits and other documents relating thereto or
required by law or regulation in connection therewith, all in such form, with
such changes, if any, therein, as such directors and officers may deem
necessary, appropriate or desirable, as conclusively evidenced by their
execution thereof, and that the appropriate officers of the Company, and each
of them, be and hereby are authorized to cause such amendment or amendments, so
executed, to be filed with the Commission; and if, prior to the effective date
of each such post-effective amendment, material changes or material additions
are proposed to be made in or to any such Registration Statement or any
amendment thereto in the form in which it most recently became effective, the
appropriate officers of the
2
<PAGE> 4
Company are directed to use their best efforts to furnish each director, and
each officer signing such post-effective amendment, with a copy of such
post-effective amendment or a description of all material changes or additions
therein, or a combination thereof, in as complete and final form as practicable
and in sufficient time to permit each director and each such officer so
desiring to object to any part of such post-effective amendment before it
becomes effective.
RESOLVED, That each officer and director who may be required
to sign and execute any such Registration Statement or any amendment thereto or
document in connection therewith (whether on behalf of the Company, or as an
officer or director of the Company, or otherwise), be and hereby is authorized
to execute a power of attorney appointing W. E. Odom, Edsel B. Ford, K. J.
Coates, J. D. Bringard, H. D. Smith, W. O. Staehlin, R. P. Conrad, and S. P.
Thomas, and each of them, severally, his true and lawful attorney or attorneys
to sign his name, place and stead in any such capacity any such Registration
Statement and any and all amendments (including post-effective amendments)
thereto and documents in connection therewith, and to file the same with the
Commission, each of said attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in the name and
on behalf of each of said officers and directors who shall have executed such a
power of attorney, every act whatsoever which such attorneys, or any of them,
may deem necessary, appropriate or desirable to be done in connection therewith
as fully and to all intents and purposes as such officers or directors might or
could do in person.
RESOLVED, That any officer of the Company be and hereby is
authorized in the name and on behalf of the Company to take any and all action
which such persons, or any of them, may deem necessary, appropriate or
desirable in order to obtain a permit, register or qualify the Receivables
Securities for issuance and sale or to request an exemption from registration
of such securities or to register or obtain a license for the Company as a
dealer or broker under the securities laws of such of the states of the United
States of America as such persons, or any of them, may deem necessary,
appropriate or desirable, and in connection with such registrations, permits,
licenses, qualifications and exemptions to execute,
3
<PAGE> 5
acknowledge, verify, deliver, file and publish all such applications, reports,
resolutions, irrevocable consents to service of process, powers of attorney and
other papers and instruments as may be required under such laws, and to take
any and all further action which such persons, or any of them, may deem
necessary, appropriate or desirable in order to maintain such registrations in
effect for as long as such persons, or any of them, may deem to be in the best
interests of the Company.
RESOLVED, That Ford Credit Leasing Company, Inc. hereby
designates any licensed California broker-dealer designated by any officer of
the Company its attorney-in-fact for the purpose of executing and filing one or
more applications and amendments thereto on behalf of the Company, under
applicable provisions of the California Corporate Securities Law of 1968, for
the registration or qualification of part or all of the Receivables Securities
of the Company for offering and sale in the State of California.
BE IT RESOLVED THAT RICHARD D. LATHAM, Securities
Commissioner, State Securities Board, of the State of Texas, and his successor
in office, is made, constituted and appointed the true and lawful
attorney-in-fact for and in the State of Texas for this corporation, upon whom
all process of law against this corporation in any action at law or legal
proceeding growing out of the Texas Securities Act may be served, subject to
and in accordance with all the provisions of the laws of the State of Texas and
all amendments thereto, and this corporation agrees that any and all lawful
process against it may be served upon its said attorney-in-fact, RICHARD D.
LATHAM, or his successor in office, shall be deemed valid personal service upon
this corporation and shall be of the same force and validity as if served upon
this corporation; and that all process served upon the said Securities
Commissioner shall be and have the same effect as if this corporation were
organized and created under the laws of the State of Texas and had been
lawfully served with process therein; and
BE IT FURTHER RESOLVED that the corporation by and through its
President or any Vice President and Secretary or any Assistant Secretary
execute a Power of Attorney to the said RICHARD D. LATHAM, Securities
Commissioner of the State of Texas, and his successor in of-
4
<PAGE> 6
fice, incorporating the provisions of this resolution therein.
RESOLVED, That any and all haec verba resolutions which may be
required by the Blue Sky or securities laws of any state in which the Company
intends to offer to sell its securities be, and they hereby are, adopted; that
the proper officers of the Company be, and they hereby are, authorized to
certify that such resolutions were duly adopted at this meeting; and that the
Secretary of the Company will cause a copy of each resolution so certified to
be attached to the minutes of this meeting.
RESOLVED, That the Company is hereby authorized to enter into
one or more Indentures, Pooling and Servicing Agreements or other agreements
and supplements and amendments thereto, each with a bank, trust company or
other person, or corporation or entity as trustee, providing for the issuance
of the Receivables Securities, and that any officer of the Company be and
hereby is authorized, in the name and on behalf of the Company, (i) to select
such trustee or trustees and (ii) to execute, acknowledge and deliver each such
Indenture, Pooling and Servicing Agreement or other agreement under the seal of
the Company, attested by the Secretary or any Assistant Secretary, containing
such terms and provisions as the officer or officers executing such agreements
may deem necessary, appropriate or desirable, as conclusively evidenced by his
or their execution thereof.
RESOLVED, That any officer of the Company be and hereby is
authorized, in the name and on behalf of the Company and under its corporate
seal (which may be a facsimile of such seal), to execute (by manual or
facsimile signature) Receivables Securities (and, in addition, Receivables
Securities to replace any of the Receivables Securities which are lost, stolen,
mutilated or destroyed and Receivables Securities required for exchange,
substitution or transfer, all as provided in the respective Indentures, Pooling
and Servicing Agreements or other agreements) in fully registered form in
substantially the forms of Receivables Securities to be set forth in the
respective Indentures, Pooling and Servicing Agreements or other agreements
with such changes therein and additions thereto as the officer or officers
executing the Receivables Securities may deem necessary, appropriate or
5
<PAGE> 7
desirable, as conclusively evidenced by his or their execution thereof.
RESOLVED, That any officer of the Company be and hereby is
authorized to appoint one or more paying agents, registrars, transfer agents,
and other agents and functionaries, and to execute and deliver, in the name and
on behalf of the Company, any agreement, instrument or document relating to any
such appointment, for the purpose of implementing and giving effect to the
provisions of the Indentures, Pooling and Servicing Agreements or other
agreements and the Receivables Securities, respectively, in the forms in which
they shall be executed and delivered pursuant to the foregoing resolutions;
provided, however, that the Company may at any time elect to act in any such
capacity itself.
RESOLVED, That the Company is hereby authorized to enter into
one or more underwriting agreements, sales agency agreements or like agreements
(the "Underwriting Agreements") with any firm, institution or partnership
acting on behalf of themselves or itself and the several underwriters,
providing for the sale of the Receivables Securities and that, when such
Underwriting Agreements, or any of them, have been completed to set forth the
prices at and terms and conditions upon which the Receivables Securities are to
be sold and the compensation to be received by the underwriters (such matters
first having been presented to and approved by any two of the Chairman of the
Board of Directors, the President, the Executive Vice President-Finance and the
Treasurer), any officer of the Company be and hereby is authorized to execute
and deliver, in the name and on behalf of the Company, the respective
Underwriting Agreements, with the inclusion of such underwriters and containing
such other terms and provisions as the officer or officers executing the same
may deem necessary, appropriate or desirable, as conclusively evidenced by his
or their execution thereof.
RESOLVED, That the Company is hereby authorized to enter into
one or more Purchase Agreements or other Agreements (the "Purchase Agreements")
with any firm, institution, partnership or other person, including Ford Motor
Credit Company, securities brokers and dealers, relating to the sale and
distribution of Receivables or of Receivables Securities and that, when such
Purchase Agreements, or any of them, have been completed to set
6
<PAGE> 8
forth the terms and conditions upon which the Receivables or Receivables
Securities are to be sold and the purchase prices to be paid by such purchasers
(such matters first having been presented to and approved by any two of the
Chairman of the Board of Directors, the President, the Executive Vice
President-Finance and the Treasurer), any officer of the Company be and hereby
is authorized to execute and deliver, in the name and on behalf of the Company,
the respective Purchase Agreements, containing such other terms and provisions
as the officer or officers executing the same may deem necessary, appropriate
or desirable, as conclusively evidenced by his or their execution thereof.
RESOLVED, That the appropriate officers of the Company, and
each of them, be and hereby are authorized and empowered, in the name and on
behalf of the Company, to take any action (including, without limitation, the
payment of expenses), and to execute (by manual or facsimile signature) and
deliver any and all letters, documents or other writings, that such officer or
officers may deem necessary, appropriate or desirable in order to enable the
Company fully to issue and sell the Receivables Securities and exercise its
rights and to perform its obligations under the Indentures, Pooling and
Servicing Agreements or other agreements, the Underwriting Agreements, and the
Purchase Agreements, or otherwise carry out the purposes and intents of each
and all of the foregoing resolutions.
7
<PAGE> 9
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS OF
FORD CREDIT LEASING COMPANY, INC.
COVERING SECURITIES BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD CREDIT LEASING COMPANY, INC., does hereby constitute and
appoint W. E. Odom, Edsel B. Ford II, K. J. Coates, J. D. Bringard, H. D.
Smith, W. O. Staehlin, R. P. Conrad and S. P. Thomas, and each of them,
severally, his true and lawful attorney and agent at any time and from time to
time to do any and all acts and things and execute in his name (whether on
behalf of FORD CREDIT LEASING COMPANY, INC., or as an officer or director of
FORD CREDIT LEASING COMPANY, INC. or by attesting the seal of FORD CREDIT
LEASING COMPANY, INC. or otherwise) any and all instruments which said attorney
and agent may deem necessary or advisable in order to enable FORD CREDIT
LEASING COMPANY, INC. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with a Registration Statement or Registration Statements
and any and all amendments (including post-effective amendments) to the
Registration Statement or Registration Statements relating to the issuance and
sale of any of the above-captioned securities of FORD CREDIT AUTO LEASE TRUST
1995-1 authorized at a meeting of the Board of Directors of FORD CREDIT LEASING
COMPANY, INC. held on February 22, 1995, including specifically, but without
limitation thereto, power and authority to sign his name (whether on behalf of
FORD CREDIT LEASING COMPANY, INC. or as an officer or director of FORD CREDIT
LEASING COMPANY, INC., or by attesting the seal of FORD CREDIT LEASING COMPANY,
INC. or otherwise) to such Registration Statement or Registration Statements
and to such amendments (including post-effective amendments) to the
Registration Statement or Registration Statements to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements or schedules or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and each of the undersigned
does hereby ratify and confirm all that said attorneys and agents, and each of
them shall do or cause to be done by virtue hereof. Any one of said attorneys
and agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 22nd day of February, 1995.
/s/ HURLEY D. SMITH
-------------------------------
(Hurley D. Smith)
<PAGE> 10
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS OF
FORD CREDIT LEASING COMPANY, INC.
COVERING SECURITIES BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD CREDIT LEASING COMPANY, INC., does hereby constitute and
appoint W. E. Odom, Edsel B. Ford II, K. J. Coates, J. D. Bringard, H. D.
Smith, W. O. Staehlin, R. P. Conrad and S. P. Thomas, and each of them,
severally, his true and lawful attorney and agent at any time and from time to
time to do any and all acts and things and execute in his name (whether on
behalf of FORD CREDIT LEASING COMPANY, INC., or as an officer or director of
FORD CREDIT LEASING COMPANY, INC. or by attesting the seal of FORD CREDIT
LEASING COMPANY, INC. or otherwise) any and all instruments which said attorney
and agent may deem necessary or advisable in order to enable FORD CREDIT
LEASING COMPANY, INC. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with a Registration Statement or Registration Statements
and any and all amendments (including post-effective amendments) to the
Registration Statement or Registration Statements relating to the issuance and
sale of any of the above-captioned securities of FORD CREDIT AUTO LEASE TRUST
1995-1 authorized at a meeting of the Board of Directors of FORD CREDIT LEASING
COMPANY, INC. held on February 22, 1995, including specifically, but without
limitation thereto, power and authority to sign his name (whether on behalf of
FORD CREDIT LEASING COMPANY, INC. or as an officer or director of FORD CREDIT
LEASING COMPANY, INC., or by attesting the seal of FORD CREDIT LEASING COMPANY,
INC. or otherwise) to such Registration Statement or Registration Statements
and to such amendments (including post-effective amendments) to the
Registration Statement or Registration Statements to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements or schedules or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and each of the undersigned
does hereby ratify and confirm all that said attorneys and agents, and each of
them shall do or cause to be done by virtue hereof. Any one of said attorneys
and agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 22nd day of February, 1995.
/s/ TERRENCE P. MARRS
-------------------------------
(Terrence F. Marrs)
<PAGE> 11
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS OF
FORD CREDIT LEASING COMPANY, INC.
COVERING SECURITIES BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD CREDIT LEASING COMPANY, INC., does hereby constitute and
appoint W. E. Odom, Edsel B. Ford II, K. J. Coates, J. D. Bringard, H. D.
Smith, W. O. Staehlin, R. P. Conrad and S. P. Thomas, and each of them,
severally, his true and lawful attorney and agent at any time and from time to
time to do any and all acts and things and execute in his name (whether on
behalf of FORD CREDIT LEASING COMPANY, INC., or as an officer or director of
FORD CREDIT LEASING COMPANY, INC. or by attesting the seal of FORD CREDIT
LEASING COMPANY, INC. or otherwise) any and all instruments which said attorney
and agent may deem necessary or advisable in order to enable FORD CREDIT
LEASING COMPANY, INC. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with a Registration Statement or Registration Statements
and any and all amendments (including post-effective amendments) to the
Registration Statement or Registration Statements relating to the issuance and
sale of any of the above-captioned securities of FORD CREDIT AUTO LEASE TRUST
1995-1 authorized at a meeting of the Board of Directors of FORD CREDIT LEASING
COMPANY, INC. held on February 22, 1995, including specifically, but without
limitation thereto, power and authority to sign his name (whether on behalf of
FORD CREDIT LEASING COMPANY, INC. or as an officer or director of FORD CREDIT
LEASING COMPANY, INC., or by attesting the seal of FORD CREDIT LEASING COMPANY,
INC. or otherwise) to such Registration Statement or Registration Statements
and to such amendments (including post-effective amendments) to the
Registration Statement or Registration Statements to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements or schedules or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and each of the undersigned
does hereby ratify and confirm all that said attorneys and agents, and each of
them shall do or cause to be done by virtue hereof. Any one of said attorneys
and agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 22nd day of February, 1995.
/s/ RICHARD P. CONRAD
-------------------------------
(Richard P. Conrad)
<PAGE> 12
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS OF
FORD CREDIT LEASING COMPANY, INC.
COVERING SECURITIES BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD CREDIT LEASING COMPANY, INC., does hereby constitute and
appoint W. E. Odom, Edsel B. Ford II, K. J. Coates, J. D. Bringard, H. D.
Smith, W. O. Staehlin, R. P. Conrad and S. P. Thomas, and each of them,
severally, his true and lawful attorney and agent at any time and from time to
time to do any and all acts and things and execute in his name (whether on
behalf of FORD CREDIT LEASING COMPANY, INC., or as an officer or director of
FORD CREDIT LEASING COMPANY, INC. or by attesting the seal of FORD CREDIT
LEASING COMPANY, INC. or otherwise) any and all instruments which said attorney
and agent may deem necessary or advisable in order to enable FORD CREDIT
LEASING COMPANY, INC. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with a Registration Statement or Registration Statements
and any and all amendments (including post-effective amendments) to the
Registration Statement or Registration Statements relating to the issuance and
sale of any of the above-captioned securities of FORD CREDIT AUTO LEASE TRUST
1995-1 authorized at a meeting of the Board of Directors of FORD CREDIT LEASING
COMPANY, INC. held on February 22, 1995, including specifically, but without
limitation thereto, power and authority to sign his name (whether on behalf of
FORD CREDIT LEASING COMPANY, INC. or as an officer or director of FORD CREDIT
LEASING COMPANY, INC., or by attesting the seal of FORD CREDIT LEASING COMPANY,
INC. or otherwise) to such Registration Statement or Registration Statements
and to such amendments (including post-effective amendments) to the
Registration Statement or Registration Statements to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements or schedules or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and each of the undersigned
does hereby ratify and confirm all that said attorneys and agents, and each of
them shall do or cause to be done by virtue hereof. Any one of said attorneys
and agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 22nd day of February, 1995.
/s/ KEVIN F. KELLY
-------------------------------
(Kevin F. Kelly)
<PAGE> 13
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS OF
FORD CREDIT LEASING COMPANY, INC.
COVERING SECURITIES BACKED BY COMPANY RECEIVABLES
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer or
director of FORD CREDIT LEASING COMPANY, INC., does hereby constitute and
appoint W. E. Odom, Edsel B. Ford II, K. J. Coates, J. D. Bringard, H. D.
Smith, W. O. Staehlin, R. P. Conrad and S. P. Thomas, and each of them,
severally, his true and lawful attorney and agent at any time and from time to
time to do any and all acts and things and execute in his name (whether on
behalf of FORD CREDIT LEASING COMPANY, INC., or as an officer or director of
FORD CREDIT LEASING COMPANY, INC. or by attesting the seal of FORD CREDIT
LEASING COMPANY, INC. or otherwise) any and all instruments which said attorney
and agent may deem necessary or advisable in order to enable FORD CREDIT
LEASING COMPANY, INC. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with a Registration Statement or Registration Statements
and any and all amendments (including post-effective amendments) to the
Registration Statement or Registration Statements relating to the issuance and
sale of any of the above-captioned securities of FORD CREDIT AUTO LEASE TRUST
1995-1 authorized at a meeting of the Board of Directors of FORD CREDIT LEASING
COMPANY, INC. held on February 22, 1995, including specifically, but without
limitation thereto, power and authority to sign his name (whether on behalf of
FORD CREDIT LEASING COMPANY, INC. or as an officer or director of FORD CREDIT
LEASING COMPANY, INC., or by attesting the seal of FORD CREDIT LEASING COMPANY,
INC. or otherwise) to such Registration Statement or Registration Statements
and to such amendments (including post-effective amendments) to the
Registration Statement or Registration Statements to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements or schedules or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and each of the undersigned
does hereby ratify and confirm all that said attorneys and agents, and each of
them shall do or cause to be done by virtue hereof. Any one of said attorneys
and agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his name hereto as of
the 22nd day of February, 1995.
/s/ MARIO SPIVAK
-------------------------------
(Mario Spivak)
