exv4w2



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EXHIBIT 4.2

EXECUTION VERSION




 





SERIES 2011-1 INDENTURE SUPPLEMENT




between




FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,

as Issuer




and




THE BANK OF NEW YORK MELLON,

as Indenture Trustee




Dated as of February 1, 2011




 







 









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TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I USAGE AND DEFINITIONS
	 	 	1	 
	Section 1.1. Usage and Definitions
	 	 	1	 
	Section 1.2. Defined Terms for Other Series
	 	 	15	 
	 
	 	 	 	 
	ARTICLE II CREATION OF SERIES 2011-1 NOTES
	 	 	16	 
	Section 2.1. Principal Terms of Series 2011-1 Notes
	 	 	16	 
	Section 2.2. Additional Issuance; Reopening
	 	 	17	 
	Section 2.3. Payments
	 	 	18	 
	 
	 	 	 	 
	ARTICLE III REPORTS AND SERVICING
	 	 	19	 
	Section 3.1. Reports and Statements to Noteholders of Series 2011-1 Notes
	 	 	19	 
	Section 3.2. Servicing Compensation
	 	 	19	 
	 
	 	 	 	 
	ARTICLE IV RIGHTS OF NOTEHOLDERS OF SERIES 2011-1 NOTES AND ALLOCATION AND APPLICATION OF COLLECTIONS
	 	 	20	 
	Section 4.1. Collections and Allocations
	 	 	20	 
	Section 4.2. Application of Available Funds in Collection Account and Other Sources
	 	 	22	 
	Section 4.3. Investor Charge-Offs
	 	 	26	 
	Section 4.4. Reallocated Principal Collections
	 	 	26	 
	Section 4.5. Excess Interest Collections
	 	 	26	 
	Section 4.6. Shared Principal Collections
	 	 	26	 
	Section 4.7. Series 2011-1 Accounts
	 	 	26	 
	Section 4.8. Permitted Investments
	 	 	28	 
	Section 4.9. Investment Instructions
	 	 	29	 
	Section 4.10. Notification of LIBOR
	 	 	29	 
	 
	 	 	 	 
	ARTICLE V THE NOTES
	 	 	29	 
	Section 5.1. Retention By Depositors
	 	 	29	 
	Section 5.2. Note Owner Representations
	 	 	29	 
	 
	 	 	 	 
	ARTICLE VI SERIES 2011-1 AMORTIZATION EVENTS
	 	 	30	 
	Section 6.1. Series 2011-1 Amortization Events
	 	 	30	 
	 
	 	 	 	 
	ARTICLE VII SERIES FINAL MATURITY; FINAL PAYMENTS
	 	 	31	 
	Section 7.1. Series Final Maturity
	 	 	31	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS PROVISIONS
	 	 	32	 
	Section 8.1. Ratification of Agreement
	 	 	32	 
	Section 8.2. Counterparts
	 	 	32	 
	Section 8.3. GOVERNING LAW
	 	 	32	 
	 
	 	 	 	 
	Exhibit A Form of Class [A/B/C/D] Note
	 	 	A-1	 
	Exhibit B Form of Monthly Investor Report
	 	 	B-1	 






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     SERIES 2011-1 INDENTURE SUPPLEMENT, dated as of February 1, 2011 (this “Indenture
Supplement”), between FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, a Delaware statutory trust,
as Issuer, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee.



BACKGROUND




     Section 2.2 of the Indenture provides, among other things, that the Issuer and the Indenture
Trustee may at any time enter into an Indenture Supplement to authorize the issuance by the Issuer
of Notes in one or more Series.



     The parties to this Indenture Supplement, by executing and delivering this Indenture
Supplement, are providing for the creation and specifying the Principal Terms of the Series 2011-1
Notes.



     The parties agree as follows:



GRANTING CLAUSES




     In addition to the Grant of the Indenture, the Issuer Grants to the Indenture Trustee, as
Indenture Trustee for the benefit of the Series 2011-1 Noteholders, all of the Issuer’s right,
title and interest, whether now owned or hereafter acquired, in, to and under the Series 2011-1
Collateral.



     The foregoing Grant is made in trust to secure (a) the payment of principal of, interest on
and any other amounts owing in respect of the Series 2011-1 Notes as provided in the Indenture and
this Indenture Supplement for the benefit of the Series 2011-1 Noteholders and (b) compliance by
the Issuer with the provisions of the Indenture and this Indenture Supplement, all as provided in
the Series 2011-1 Notes, the Indenture and this Indenture Supplement.



     The Indenture Trustee acknowledges such Grant, accepts the trusts under this Indenture
Supplement in accordance with this Indenture Supplement and agrees to perform the duties in this
Indenture Supplement so that the interests of the Series 2011-1 Noteholders may be adequately
protected.



ARTICLE I

USAGE AND DEFINITIONS




     Section 1.1. Usage and Definitions. Capitalized terms used but not otherwise defined
in this Indenture Supplement are defined in Appendix A to (a) the Fifth Amended and Restated Sale
and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1,
2010, among Ford Credit Floorplan Corporation, as Depositor, the Issuer and Ford Motor Credit
Company LLC, as Servicer, and (b) the Fifth Amended and Restated Sale and Servicing Agreement,
dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit
Floorplan LLC, as Depositor, the Issuer and the Servicer. Each Appendix A also contains rules as
to usage
applicable to this Indenture Supplement. Each Appendix A is incorporated by reference into
this Indenture Supplement.



 









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     In addition, the following terms have the following meanings:



     “Accrued Note Interest” means, for a Class and a Payment Date, the sum of the Note
Monthly Interest and the Note Interest Shortfall for such Class.



     “Accumulation Period Factor” means, for any Collection Period, a fraction:




	 	(a)	 	the numerator of which equals the sum of the “Initial Invested Amounts” of
all Series in Principal Sharing Group One; and






	 	(b)	 	the denominator of which equals the sum of (i) the Initial Invested Amount,
plus (ii) the “Initial Invested Amounts” of all Series in Principal Sharing Group One,
other than Series 2011-1, that are not expected to be in their “Revolving Periods” from
such date to the Expected Final Payment Date.





     “Accumulation Period Length” means, for any Determination Date, the number of
Collection Periods such that the sum of the Accumulation Period Factors for such Collection Periods
is equal to or greater than the Required Accumulation Factor Number for such Determination Date.



     “Adjusted Invested Amount” means, as of any date, (a) the Invested Amount, minus (b)
during an Accumulation Period or Amortization Period for Series 2011-1, the amount of any Principal
Collections in the Collection Account allocable to Series 2011-1, minus (c) the amount in
the Series 2011-1 Principal Funding Account (excluding any net investment earnings), each as of
such date.



     “Available Investor Interest Collections” means, for any Payment Date, an amount equal
to the sum of (a) the Investor Interest Collections for the related Collection Period, plus
(b) any net investment earnings on amounts in the Series 2011-1 Accounts for the related Collection
Period, plus (c) the Series 2011-1 Accumulation Period Reserve Draw Amount for such Payment
Date, plus (d) on the termination of the Series 2011-1 Accumulation Period Reserve Account
pursuant to Section 4.7(c)(iii), all remaining amounts in the Series 2011-1 Accumulation Period
Reserve Account (excluding any net investment earnings), plus (e) the Monthly Depositor
Servicing Fee for such Payment Date.



     “Available Investor Principal Collections” means, for any Payment Date, an amount
equal to the excess of (a) the sum of (i) the Investor Principal Collections for the related
Collection Period, plus (ii) any Available Investor Interest Collections, Series 2011-1
Reserve Account Available Amounts, Excess Interest Collections from other Series in Excess Interest
Sharing Group One and Available Depositor Collections that, pursuant to Sections 4.2(a) and (b),
are to be treated as Available Investor Principal Collections for such Payment Date, plus
(iii) the Series 2011-1 Excess Funding Amount, plus (iv) any Shared Principal Collections
for other Series in Principal Sharing Group One (including any amounts in the Excess Funding
Account that are made available to Series 2011-1 pursuant to the Indenture as Shared Principal
Collections), plus (v) upon the termination of the Series 2011-1 Reserve Account pursuant
to
Section 4.7(b)(ii), all remaining amounts in the Series 2011-1 Reserve Account (excluding any
net investment earnings and after giving effect to Section 4.2(b)(iii)), over (b) any
Reallocated Principal Collections for such Payment Date.



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     “Available Subordinated Amount” means (a) for the first Determination Date following
the Closing Date, an amount equal to the Required Subordinated Amount for such Determination Date
and (b) for any subsequent Determination Date, an amount equal to the lesser of (i) the Required
Subordinated Amount for such Determination Date and (ii) an amount equal to:




	 	(A)	 	the Available Subordinated Amount for the preceding Determination Date;
minus






	 	(B)	 	the amount of any Available Depositor Principal Collections used to cover
shortfalls on the related Payment Date pursuant to Section 4.2(b)(ii); minus






	 	(C)	 	the amount of the Investor Charge Offs and Reallocated Principal
Collections for the related Payment Date applied to reduce the Available Subordinated
Amount pursuant to Sections 4.3 and 4.4; plus






	 	(D)	 	the amount of any Available Investor Interest Collections paid pursuant to
Section 4.2(a)(xiii) to the Depositor Interest Account for distribution to the holders
of the Depositor Interest; minus






	 	(E)	 	the Incremental Subordinated Amount for the preceding Determination Date;
plus






	 	(F)	 	the Incremental Subordinated Amount for such Determination Date;
minus






	 	(G)	 	the Subordinated Percentage of the increase in the Series 2011-1 Excess
Funding Amount since the preceding Payment Date to the succeeding Payment Date;
plus






	 	(H)	 	the Subordinated Percentage of the decrease in the Series 2011-1 Excess
Funding Amount since the preceding Payment Date to the succeeding Payment Date;
plus






	 	(I)	 	an amount equal to the increase, if any, in the Required Subordinated
Amount as a result of a change in the Subordination Factor since the preceding
Determination Date, minus






	 	(J)	 	an amount equal to the decrease, if any, in the Required Subordinated
Amount as a result of a change in the Subordination Factor since the preceding
Determination Date, plus






	 	(K)	 	any increases in the Available Subordinated Amount elected by the
Depositors; provided, that the cumulative amount of such increases may not
exceed 3.5% of the initial Note Balance of the Series 2011-1 Notes.





     “Back-up Servicing Fee Rate” means 0.009% per annum or such lesser percentage as may
be specified by the Back-up Servicer, if any, in an Officer’s Certificate delivered to the
Indenture Trustee; provided, that if no Back-up Servicing Agreement is in effect on any
date, all
references to the Back-up Servicing Fee Rate in this Indenture Supplement will be deemed to be
deleted from this Indenture Supplement and have no further effect.



     “Benefit Plan” means an employee benefit plan or other retirement plan or arrangement
that is subject to Title I of ERISA, Section 4975 of the Code or any Similar Law.



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     “Class” means the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C
Notes and the Class D Notes, as applicable.



     “Class A-1 Notes” means any one of the Series 2011-1 Class A-1 Notes executed by the
Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of
Exhibit A.



     “Class A-2 Notes” means any one of the Series 2011-1 Class A-2 Notes executed by the
Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of
Exhibit A.



     “Class A Notes” means the Class A-1 Notes and the Class A-2 Notes. Unless the context
otherwise requires, the Class A-1 Notes and the Class A-2 Notes will be treated as a single Class
for purposes of allocations, distributions or payments.



     “Class B Invested Amount” means, as of any date, an amount (not less than zero) equal
to (a) the initial Note Balance of the Class B Notes, minus (b) the aggregate amount of any
principal payments made to the Noteholders of the Class B Notes before such date, minus (c)
the cumulative amount of unreimbursed Investor Charge-Offs applied to reduce the Class B Invested
Amount pursuant to Section 4.3 before such date, minus (d) the cumulative amount of
unreimbursed Reallocated Principal Collections applied to reduce the Class B Invested Amount
pursuant to Section 4.4 before such date.



     “Class B Notes” means any one of the Series 2011-1 Class B Notes executed by the
Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of
Exhibit A.



     “Class C Invested Amount” means, as of any date, an amount (not less than zero) equal
to (a) the initial Note Balance of the Class C Notes, minus (b) the aggregate amount of any
principal payments made to the Noteholders of the Class C Notes before such date, minus (c)
the cumulative amount of unreimbursed Investor Charge-Offs applied to reduce the Class C Invested
Amount pursuant to Section 4.3 before such date, minus (d) the cumulative amount of
unreimbursed Reallocated Principal Collections applied to reduce the Class C Invested Amount
pursuant to Section 4.4 before such date.



     “Class C Notes” means any one of the Series 2011-1 Class C Notes executed by the
Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of
Exhibit A.



     “Class D Invested Amount” means, as of any date, an amount (not less than zero) equal
to (a) the initial Note Balance of the Class D Notes, minus (b) the aggregate amount of any
principal payments made to the Noteholders of the Class D Notes before such date, minus (c)
the
cumulative amount of unreimbursed Investor Charge-Offs applied to reduce the Class D Invested
Amount pursuant to Section 4.3 before such date, minus (d) the cumulative amount of
unreimbursed Reallocated Principal Collections applied to reduce the Class D Invested Amount
pursuant to Section 4.4 before such date.



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     “Class D Notes” means any one of the Series 2011-1 Class D Notes executed by the
Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of
Exhibit A.



     “Closing Date” means February 24, 2011.



     “Controlled Accumulation Amount” means, for any Payment Date with respect to the
Controlled Accumulation Period, an amount equal to the Initial Invested Amount divided
by six; provided, however, that if the Controlled Accumulation Period
begins after March 1, 2013, the Controlled Accumulation Amount for each Payment Date with respect
to the Controlled Accumulation Period will be equal to (a) the product of (i) the Initial Invested
Amount, times (ii) the Accumulation Period Factor for the last Collection Period of the
Revolving Period, divided by (b) the Required Accumulation Factor Number for the
last Determination Date during the Revolving Period.



     “Controlled Accumulation Period” means, unless an Early Amortization Period has
commenced prior to such period, the period beginning on the first day of the August 2013 Collection
Period or such later date as is determined in accordance with Section 4.2(g) and ending on the
earlier to occur of (a) the day before the start of the Early Amortization Period and (b) the end
of the Collection Period preceding the Payment Date on which the Note Balance of the Series 2011-1
Notes will be paid in full.



     “Controlled Deposit Amount” means, for any Payment Date with respect to the Controlled
Accumulation Period, an amount equal to the sum of (a) the Controlled Accumulation Amount for such
Payment Date and (b) any Deficit Controlled Accumulation Amount for the preceding Payment Date.



     “Dealer Overconcentration” means, for any Determination Date, the excess, if any, of
(a) the aggregate principal amount of Receivables originated in all Accounts of a Dealer or a group
of affiliated Dealers on the last day of the related Collection Period, over (b) 2% (or 5%
in the case of Dealers affiliated with AutoNation, Inc. (or its successors in interest)) of the
Pool Balance on the last day of such Collection Period (or, in either case, a higher percentage so
long as the Rating Agency Condition has been satisfied).



     “Defaulted Amount” means, for any Determination Date, an amount (not less than zero)
equal to (a) the principal amount of all Receivables that became Defaulted Receivables during the
related Collection Period, minus (b) the amount of any such Defaulted Receivables that are
reassigned to the Depositors in accordance with the Sale and Servicing Agreements (except that if
an Insolvency Event occurs with respect to a Depositor, the amount of such Defaulted Receivables
that are reassigned to such Depositor will be zero), minus (c) the amount of any such
Defaulted Receivables that are assigned to the Servicer in accordance with the Sale and
Servicing Agreements (except that if an Insolvency Event occurs with respect to the Servicer,
the amount of such Defaulted Receivables that are assigned to the Servicer will be zero).



     “Deficit Controlled Accumulation Amount” means (a) for the first Payment Date with
respect to the Controlled Accumulation Period, the excess, if any, of the Controlled Accumulation
Amount for such Payment Date, over the amount deposited into the Series 2011-1



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Principal
Funding Account on such Payment Date and (b) for each subsequent Payment Date with respect to the
Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for such
Payment Date, over the amount deposited into the Series 2011-1 Principal Funding Account on
such Payment Date.




     “Development Dealer Overconcentration” means, for any Determination Date, the excess,
if any, of (a) the aggregate principal amount of Receivables that are Development Dealer
Receivables on the last day of the related Collection Period, over (b) 4% of the Pool
Balance on the last day of such Collection Period (or, a higher percentage so long as the Rating
Agency Condition has been satisfied).



     “Early Amortization Period” means the period beginning on the day on which an
Amortization Event for Series 2011-1 occurs (or, if the Servicer is not required to make daily
deposits of Collections into the Collection Account pursuant to Section 8.4(b) of the Indenture,
beginning on the first day of the Collection Period in which such Amortization Event occurs) and
ending on the earlier to occur of (a) the end of the Collection Period preceding the Payment Date
on which the Note Balance of the Series 2011-1 Notes will be paid in full and (b) the Series 2011-1
Final Maturity Date.



     “ERISA” means the Employee Retirement Income Security Act of 1974.



     “Excess Interest Collections” means, for any Payment Date, an amount equal to the
excess, if any, of (a) the Available Investor Interest Collections for such Payment Date,
over (b) the amount required to be paid, without duplication, pursuant to Sections
4.2(a)(i) through (xv) on such Payment Date.



     “Expected Final Payment Date” means the February 2014 Payment Date.



     “Fixed Investor Percentage” means, for any Deposit Date or Collection Period (or
portion of any Collection Period occurring after the end of the Revolving Period), the percentage
equivalent (not to exceed 100%) of a fraction (a) the numerator of which is the Invested Amount on
the last day of the Revolving Period and (b) the denominator of which is the greater of (i) the
Adjusted Pool Balance on the last day of the preceding Collection Period and (ii) the sum of the
numerators used to calculate the applicable “Investor Percentages” for allocating Principal
Collections to all Series for such Collection Period; provided, that for any Deposit Date
or Collection Period occurring after the Collection Period on the last day of which the Adjusted
Invested Amount is zero, the Fixed Investor Percentage will be deemed to be zero.



     “Fleet Overconcentration” means, for any Determination Date, the excess, if any, of
(a) the aggregate principal amount of the Receivables that are Fleet Receivables on the last day of
the related Collection Period, over (b) 4% of the Pool Balance on the last day of such
Collection Period (or a higher percentage so long as the Rating Agency Condition has been
satisfied).



     “Floating Investor Percentage” means, for any Deposit Date or Collection Period (or
portion of any Collection Period occurring prior to the end of the Revolving Period), the
percentage equivalent (not to exceed 100%) of a fraction (a) the numerator of which is the Adjusted
Invested Amount on the last day of the preceding Collection Period (or for the first Collection
Period, the initial Note Balance of the Series 2011-1 Notes) and (b) the denominator



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of which is
the Adjusted Pool Balance on the last day of the preceding Collection Period (or for the first
Collection Period, the Adjusted Pool Balance as of the Series Cutoff Date).




     “Incremental Subordinated Amount” means, for any Determination Date, the product of:




	 	(a)	 	a fraction, (i) the numerator of which is an amount (not less than zero)
equal to (A) the Adjusted Invested Amount as of the related Payment Date, plus
(B) the product of the initial Note Balance of the Series 2011-1 Notes times
the excess of the Required Pool Percentage over 100%, plus (C) the Required
Subordinated Amount on such Determination Date (without giving effect to the
Incremental Subordinated Amount), minus (D) the Series 2011-1 Excess Funding
Amount as of such Determination Date and (ii) the denominator of which is the Pool
Balance on such Determination Date; times






	 	(b)	 	the Non-Conforming Receivable Amount on such Determination Date.





     “Initial Invested Amount” means, for the Series 2011-1 Notes and for any date,
$880,000,000; provided, that the Initial Invested Amount will be reduced by the initial
Note Balance of any Series 2011-1 Notes that are determined to be no longer Outstanding on the day
prior to the start of the Early Amortization Period.



     “Interest Collections Shortfall” means, for any Payment Date, an amount equal to the
excess, if any, of (a) the amount required to be paid, without duplication, pursuant to Sections
4.2(a)(i) through (xv) on such Payment Date, over (b) the Available Investor Interest
Collections for such Payment Date.



     “Interest Period” means, for any Payment Date (a) for each Class of Notes, except the
Class A-2 Notes, the period from the 15th day of the calendar month preceding such Payment Date to
the 15th day of the following calendar month (or from the Closing Date to March 15, 2011 in the
case of the first Payment Date), and (b) for the Class A-2 Notes, the period from the Payment Date
preceding such Payment Date to such Payment Date (or, from the Closing Date to March 15, 2011 in
the case of the first Payment Date).



     “Invested Amount” means, as of any date, an amount equal to (a) the initial Note
Balance of the Series 2011-1 Notes, minus (b) the aggregate amount of any principal
payments made to the Noteholders of the Series 2011-1 Notes before such date, minus (c) the
cumulative amount of unreimbursed Investor Charge-Offs applied to reduce the Invested Amount
pursuant to Section 4.3 before such date, minus (d) the cumulative amount of unreimbursed
Reallocated Principal Collections applied to reduce the Invested Amount pursuant to Section 4.4
before such date.



     “Investor Charge-Off” means, for any Payment Date, the excess, if any, of the amount
of the unfunded Investor Default Amount for such Payment Date over the amount of such
Investor

Default Amount applied to reduce the Available Subordinated Amount pursuant to Section 4.3 for
such Payment Date.




     “Investor Default Amount” means, for any Payment Date, an amount equal to the product
of (a) the Floating Investor Percentage for the related Collection Period, times (b) the
Defaulted Amount for such Collection Period.



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     “Investor Interest Collections” means, for any Deposit Date or Collection Period, an
amount equal to the product of (a) the Floating Investor Percentage for the related Collection
Period, times (b) the Interest Collections for such Deposit Date or Collection Period, as
applicable.



     “Investor Percentage” means, for any Collection Period (a) for Interest Collections
and Defaulted Amounts at any time and Principal Collections during the Revolving Period, the
Floating Investor Percentage and (b) for Principal Collections during the Controlled Accumulation
Period or the Early Amortization Period, the Fixed Investor Percentage.



     “Investor Principal Collections” means, for any Deposit Date or Collection Period, an
amount equal to the product of (a) the Investor Percentage for the related Collection Period,
times (b) the Principal Collections for such Deposit Date or Collection Period, as
applicable.



     “LIBOR” means, for any Interest Period, the rate determined by the Indenture Trustee
on each LIBOR Determination Date on the basis of the rate for deposits in United States dollars for
a period of one month which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London
time, on such date. If such rate does not appear on the Reuters Screen LIBOR01 Page, the rate for
that LIBOR Determination Date will be determined on the basis of the rates at which deposits in
U.S. dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that
day to prime banks in the London interbank market for a period of one month commencing on such date
and in a principal amount of at least U.S.$1,000,000. The Indenture Trustee will request the
principal London office of each of the Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for that LIBOR Determination Date will be the
arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the
rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by three
major banks in New York City, selected by the Servicer, at approximately 11:00 a.m. (New York City
time) on that day for loans in U.S. dollars to leading European banks for a period of one month
commencing on such date and in a principal amount of at least U.S.$1,000,000; provided,
however, that if the banks selected by the Servicer are not quoting rates, LIBOR for such
date will be the same as LIBOR for the preceding LIBOR Determination Date.



     “LIBOR Determination Date” means, for any Interest Period, the date that is two London
Banking Days prior to the start of such Interest Period.



     “London Banking Day” means any day on which commercial banks are open for general
business (including dealings in foreign exchange and foreign currency deposits) in London.



     “Manufacturer Overconcentration” means, for any Determination Date, the sum of:




	 	(a)	 	the excess, if any, of (i) the aggregate principal amount of Receivables
that relate to a particular Manufacturer (other than Ford or one of its associated
Manufacturers) with a long-term unsecured rating of at least “A-” by Standard & Poor’s
and Fitch (if rated by Fitch), and “A3” by Moody’s (if rated by Moody’s) on the last
day of the related Collection Period, over (ii) 10% of the Pool Balance on




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	 	 	 	the
last day of such Collection Period (or a higher percentage so long as the Rating Agency
Condition has been satisfied); plus






	 	(b)	 	the excess, if any, of (i) the aggregate principal amount of Receivables
that relate to a particular Manufacturer (other than Ford or one of its associated
Manufacturers) with a long-term unsecured rating of “BBB+” or lower by Standard &
Poor’s or unrated by Standard & Poor’s, or “BBB+” or lower by Fitch (if rated by
Fitch), or “Baa1” or lower by Moody’s (if rated by Moody’s) on the last day of the
related Collection Period, over (ii) 2% of the Pool Balance on the last day of
such Collection Period (or a higher percentage so long as the Rating Agency Condition
has been satisfied).





     “Medium and Heavy Truck Overconcentration” means, for any Determination Date, the
excess, if any, of (a) the aggregate principal amount of Receivables that are Medium and Heavy
Truck Receivables on the last day of the related Collection Period, over (b) 2% of the Pool
Balance on the last day of such Collection Period (or a higher percentage so long as the Rating
Agency Condition has been satisfied).



     “Monthly Back-up Servicing Fee” means, for any Payment Date, an amount equal to
one-twelfth of the product of (a) the Back-up Servicing Fee Rate, times (b) the percentage
equivalent of a fraction, the numerator of which is the Floating Investor Percentage for the
related Collection Period and the denominator of which is the sum of the “Floating Investor
Percentages” for all Series for such Collection Period, times (c) the aggregate principal
amount of Receivables on the last day of the preceding Collection Period. If no Back-up Servicing
Agreement is in effect on any date, all references to the Monthly Back-up Servicing Fee in this
Indenture Supplement will be deemed to be deleted from this Indenture Supplement and have no
further effect.



     “Monthly Depositor Servicing Fee” means, for any Payment Date, an amount equal to
one-twelfth of the product of (a) the product of (i) the sum of the Servicing Fee Rate and the
Back-up Servicing Fee Rate, times (ii) 100% minus the sum of the “Floating Investor
Percentages” for all Series for the related Collection Period, times (iii) the aggregate
principal amount of Receivables on the last day of the preceding Collection Period, times
(b) the percentage equivalent of a fraction, the numerator of which is the Floating Investor
Percentage for the related Collection Period and the denominator of which is the sum of the
“Floating Investor Percentages” for all Series for such Collection Period.



     “Monthly Investor Report” has the meaning specified in Section 3.1(a).



     “Monthly Principal Amount” means, for each Payment Date, beginning with the Payment
Date in the month following the month in which (a) the Controlled Accumulation Period begins, an
amount equal to the lesser of (i) the Controlled Deposit Amount for such Payment Date, and (ii) the
Adjusted Invested Amount on such Payment Date, or (b) the Early Amortization Period begins, the
Adjusted Invested Amount on such Payment Date.



     “Monthly Principal Payment Rate” means, for any Collection Period, the percentage
equivalent of a fraction (a) the numerator of which is the Principal Collections for such



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Collection Period and (b) the denominator of which is the Pool Balance on the first day of such
Collection Period.




     “Monthly Servicing Fee” means, for any Payment Date, an amount equal to one-twelfth of
the product of (a) the Servicing Fee Rate, times (b) the percentage equivalent of a
fraction, the numerator of which is the Floating Investor Percentage for the related Collection
Period and the denominator of which is the sum of the “Floating Investor Percentages” for all
Series for such Collection Period, times (c) the aggregate principal amount of Receivables
on the last day of the preceding Collection Period, or for the first Collection Period, the
aggregate principal amount of Receivables on the Series Cutoff Date.



     “Non-Conforming Receivable Amount” means, for any Determination Date, the excess, if
any, of:




	 	(a)	 	the sum, without duplication, of (i) the principal amount of Receivables
constituting Ineligible Receivables for such Determination Date, plus (ii) the
aggregate amount of Dealer Overconcentrations, Development Dealer Overconcentrations,
Fleet Overconcentrations, Manufacturer Overconcentrations, Medium and Heavy Truck
Overconcentrations and Used Vehicle Overconcentrations for such Determination Date;
over






	 	(b)	 	the sum, without duplication, of (i) the principal amount of Receivables
constituting Ineligible Receivables that became Defaulted Receivables during the period
from the preceding Determination Date to the current Determination Date, plus
(ii) the aggregate principal amount of Receivables contributing to Dealer
Overconcentrations, Development Dealer Overconcentrations, Fleet Overconcentrations,
Manufacturer Overconcentrations, Medium and Heavy Truck Overconcentrations and Used
Vehicle Overconcentrations that, in each case, became Defaulted Receivables during the
period from the preceding Determination Date (or, in the case of the first
Determination Date, the Series Cutoff Date) to the current Determination Date.





     “Note Interest Rate” means, for each Class, the interest rate per annum specified in
Section 2.1(b).



     “Note Interest Shortfall” means, for a Class and a Payment Date, an amount equal to:




	 	(a)	 	the Note Monthly Interest for the preceding Payment Date for such Class;
plus






	 	(b)	 	any Note Interest Shortfall for such Class for the preceding Payment Date
together with interest on such Note Interest Shortfall, to the extent lawful, at the
Note Interest Rate for such Class for the related Interest Period; minus






	 	(c)	 	the amount of Interest that was paid to the Noteholders of such Class on
such preceding Payment Date.




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     “Note Monthly Interest” means, for a Class and a Payment Date, the aggregate amount of
interest accrued on the Note Balance of such Class at the Note Interest Rate for such Class for the
related Interest Period.



     “Note Transfer” has the meaning specified in Section 5.1(b).



     “Payment Date” means the 15th day of each calendar month, or if not a Business Day,
the next Business Day, commencing in the first full month after the Closing Date.



     “Principal Sharing Group One” means Series 2011-1 and each other Series specified in
the related Indenture Supplement to be included in Principal Sharing Group One.



     “Principal Shortfall” means, for Series 2011-1 and any Payment Date, an amount equal
to (a) for any Payment Date with respect to the Revolving Period, zero, and (b) for any Payment
Date with respect to the Controlled Accumulation Period or Early Amortization Period, the excess,
if any, of the Monthly Principal Amount for such Payment Date, over the amount of Available
Investor Principal Collections for such Payment Date (excluding any Available Investor Principal
Collections attributable to Shared Principal Collections).



     “Rating Agency” means each of Standard & Poor’s, Moody’s and Fitch.



     “Rating Agency Condition” means:




	 	(a)	 	with respect to (i) Standard & Poor’s and any proposed action, and (ii)
Moody’s and any action described in clause (f) of the definition of “Permitted
Investments,” that such Rating Agency has notified the Depositors, the Servicer, and
the Indenture Trustee that the proposed action will not result in a downgrade or
withdrawal of its then-current rating of any Series 2011-1 Notes;






	 	(b)	 	with respect to Moody’s and any proposed action, except as provided in
clause (a)(ii) above, the Issuer has given ten Business Days’ prior notice to such
Rating Agency of the proposed action, and such Rating Agency has not notified the
Depositors, the Servicer and the Indenture Trustee within such period that such action
will result in a downgrade or withdrawal of its then-current rating on any of the
Series 2011-1 Notes; provided, that Moody’s may, at its option, notify the
Depositors, the Servicer and the Indenture Trustee that such action will not result in
a reduction or withdrawal of its then-current rating of any of the Series 2011-1 Notes;
and






	 	(c)	 	with respect to Fitch and any proposed action, the Issuer has given ten
Business Days’ prior notice to such Rating Agency of the proposed action, and such
Rating
Agency has not notified the Depositors, the Servicer and the Indenture Trustee
within such period that such action will result in a downgrade or withdrawal of its
then-current rating on any of the Series 2011-1 Notes.





     “Reallocated Principal Collections” means, for any Payment Date, the amount of
Investor Principal Collections applied in accordance with Section 4.4 in an amount not to exceed:



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	 	(a)	 	for the Class A Notes, the sum of (i) the Available Subordinated Amount
plus (ii) the Class B Invested Amount plus (iii) the Class C Invested
Amount plus (iv) the Class D Invested Amount, in each case, for such Payment
Date;






	 	(b)	 	for the Class B Notes, the sum of (i) the Available Subordinated Amount
plus (ii) the Class C Invested Amount plus (iii) the Class D Invested
Amount, in each case, for such Payment Date;






	 	(c)	 	for the Class C Notes, the sum of (i) the Available Subordinated Amount
plus (ii) the Class D Invested Amount, in each case, for such Payment Date; and






	 	(d)	 	for the Class D Notes, the Available Subordinated Amount for such Payment
Date.





     “Reassignment Amount” means, for any Payment Date, the sum of (a) the Note Balance of
the Series 2011-1 Notes on such Payment Date, plus (b) the Accrued Note Interest for each
Class for such Payment Date, in each case, after giving effect to any payments to be made on such
Payment Date.



     “Reference Banks” means four major banks in the London interbank market selected by
the Servicer.



     “Required Accumulation Factor Number” means, for any Determination Date, a fraction,
rounded upwards to the nearest whole number, the numerator of which is one and the denominator of
which is equal to the lowest Monthly Principal Payment Rate, expressed as a decimal, for the twelve
Collection Periods preceding the date of such calculation.



     “Required Pool Percentage” means 100%.



     “Required Subordinated Amount” means, as of any date, the sum of:




	 	(a)	 	the greater of (i) zero and (ii) the product of (A) the Subordinated
Percentage, times (B) the excess of the initial Note Balance of the Series
2011-1 Notes over the Series 2011-1 Excess Funding Amount on such date;
plus






	 	(b)	 	the Incremental Subordinated Amount for such date.





     “Reuters Screen LIBOR01 Page” means the display page currently so designated on the
Reuters Capital Markets service (or such other page as may replace such page in that service for
the purpose of displaying comparable rates or prices).



     “Revolving Period” means the period beginning on the Closing Date and ending on the
earlier of the day preceding the date on which the Controlled Accumulation Period or the Early
Amortization Period starts.



     “Rule 144A” means Rule 144A under the Securities Act of 1933.



     “Rule 144A Information” has the meaning specified in Section 5.1(d).



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     “Series 2011-1” means the Series of Notes, the Principal Terms of which are specified
in this Indenture Supplement.



     “Series 2011-1 Accounts” means the Series 2011-1 Principal Funding Account, the Series
2011-1 Reserve Account and the Series 2011-1 Accumulation Period Reserve Account, which will
constitute the “Series Accounts” for Series 2011-1 for purposes of the Indenture.



     “Series 2011-1 Accumulation Period Reserve Account” means the account designated as
such pursuant to Section 4.7(c).



     “Series 2011-1 Accumulation Period Reserve Account Available Amount” means, for each
Payment Date, the lesser of:




	 	(a)	 	the amount in the Series 2011-1 Accumulation Period Reserve Account on such
Payment Date (excluding any net investment earnings and before giving effect to any
deposits or withdrawals made or to be made on such Payment Date); and






	 	(b)	 	the Series 2011-1 Accumulation Period Reserve Account Required Amount.





     “Series 2011-1 Accumulation Period Reserve Account Deposit Amount” means, for each
Payment Date beginning on the Series 2011-1 Accumulation Period Reserve Account Funding Date and
until termination of the Series 2011-1 Accumulation Period Reserve Account pursuant to Section
4.7(c)(iii), the excess of (a) the Series 2011-1 Accumulation Period Reserve Account Required
Amount, over (b) the Series 2011-1 Accumulation Period Reserve Account Available Amount for
such Payment Date.



     “Series 2011-1 Accumulation Period Reserve Account Funding Date” means the Payment
Date occurring in the second Collection Period preceding the scheduled commencement of the
Controlled Accumulation Period (or such earlier or later date as may be directed by the Servicer;
provided that, if the Series 2011-1 Accumulation Period Reserve Account Funding Date occurs
on a later date, the Series 2011-1 Accumulation Period Reserve Account is expected to be fully
funded by the commencement of the Controlled Accumulation Period).



     “Series 2011-1 Accumulation Period Reserve Account Required Amount” means an amount
equal to 0.25% of the initial Note Balance of the Series 2011-1 Notes.



     “Series 2011-1 Accumulation Period Reserve Draw Amount” means, for any Payment Date
relating to the Controlled Accumulation Period or the first Payment Date with respect to the Early
Amortization Period, the lesser of (a) the excess, if any, of (i) an amount equal to one-twelfth of
the product of (A) the amount in the Series 2011-1 Principal Funding Account on the
preceding Payment Date (excluding net investment earnings), times (B) the weighted
average (weighted by the aggregate Note Balance of each Class of Series 2011-1 Notes) of the Note
Interest Rate for each Class of Series 2011-1 Notes for the related Interest Period, over
(ii) the portion of the Available Investor Interest Collections for such Payment Date constituting
net investment earnings from the Series 2011-1 Accounts, and (b) the Series 2011-1 Accumulation
Period Reserve Account Available Amount for such Payment Date.



     “Series 2011-1 Amortization Event” has the meaning specified in Section 6.1.




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     “Series 2011-1 Collateral” means (a) all Collections on the Receivables allocated
to the Series 2011-1 Noteholders, (b) all security entitlements relating to the Series 2011-1
Accounts and the property deposited in or credited to any of the Series 2011-1 Accounts, (c) all
present future claims, demands, causes in action and choses in action in respect of the foregoing,
and (d) all payments on and proceeds of the foregoing.



     “Series 2011-1 Excess Funding Amount” means, as of any date, the product of (a) the
amount in the Excess Funding Account (excluding any net investment earnings) on such date,
times (b) a fraction (i) the numerator of which is the Adjusted Invested Amount as of such
date and (ii) the denominator of which is the sum of the “Adjusted Invested Amounts” of all Series.



     “Series 2011-1 Final Maturity Date” means the February 2016 Payment Date.



     “Series 2011-1 Notes” has the meaning specified in Section 2.1(a).



     “Series 2011-1 Principal Funding Account” means the account designated as such
pursuant to Section 4.7(a).



     “Series 2011-1 Reserve Account” means the account designated as such pursuant to
Section 4.7(b).



     “Series 2011-1 Reserve Account Available Amount” means, for any Payment Date, the
lesser of (a) the amount in the Series 2011-1 Reserve Account on such date (excluding any net
investment earnings and before giving effect to any deposit or withdrawal on such Payment Date) and
(b) the Series 2011-1 Reserve Account Required Amount for such Payment Date.



     “Series 2011-1 Reserve Account Deposit Amount” means, for any Payment Date, the
excess, if any, of (a) the Series 2011-1 Reserve Account Required Amount for such Payment Date,
over (b) the Series 2011-1 Reserve Account Available Amount for such Payment Date.



     “Series 2011-1 Reserve Account Required Amount” means, for any Payment Date, an amount
equal to the product of (a) the Series 2011-1 Reserve Account Required Percentage, times (b) the
Initial Invested Amount; provided, that the Reserve Account Required Amount for the Closing
Date is $8,800,000.



     “Series 2011-1 Reserve Account Required Percentage” means, (a) for any Payment Date
not described in clauses (b) or (c), 1.0%, (b) for any Payment Date during a Subordination Step-up
Period for which the Depositors have elected to increase the Series 2011-1 Reserve Account Required
Percentage in accordance with Section 4.7(b), 1.0% plus the Step-up Percentage or (c) for
any Payment Date with respect to the Early Amortization Period, 5.0%; provided, that the
Depositors may reduce any of these percentages so long as the Rating Agency Condition is satisfied.



     “Series Cutoff Date” means the close of business on January 31, 2011.



     “Servicer Covenant Letter” means the letter agreement, dated the Closing Date, among
the Servicer, the Depositors, the Issuer and the Indenture Trustee, relating to certain covenants
of the Servicer made in respect of the Receivables and Series 2011-1.



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     “Servicing Fee Rate” means 1% per annum.



     “Shared Principal Collections” means, for Series 2011-1 and any Payment Date, an
amount equal to the excess, if any, of (a) the Available Investor Principal Collections for such
Payment Date (without giving effect to clause (a)(iv) of the definition of “Available Investor
Principal Collections”), over (b) the amount required to be deposited or distributed,
without duplication, pursuant to Sections 4.2(d) and (e) on such Payment Date.



     “Similar Law” means any federal, state, local or non-U.S. law or regulation
substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code.



     “Step-up Percentage” means the excess of the Subordinated Percentage calculated using
a Subordination Factor of 16% over the Subordinated Percentage calculated using a
Subordination Factor of 12%.



     “Subordinated Percentage” means the percentage equivalent of a fraction (a) the
numerator of which is the Subordination Factor and (b) the denominator of which is the excess of
100%, over the Subordination Factor.



     “Subordination Factor” means, for the Series 2011-1 Notes, (a) for any Determination
Date not described in clause (b), 12% or (b) for any Determination Date during a Subordination
Step-up Period, unless the Depositors have elected to increase the Series 2011-1 Reserve Account
Required Percentage in accordance with Section 4.7(b), 16%.



     “Subordination Step-up Period” means any period beginning on the Determination Date
for which the average of the Monthly Principal Payment Rates for the three preceding Collection
Periods is less than 25% and ending on the Determination Date for which the average of the Monthly
Principal Payment Rates for the three preceding Collection Periods is equal to or greater than 25%.



     “Used Vehicle Overconcentration” means, for any Determination Date, the excess, if
any, of (a) the aggregate principal amount of Receivables on credit lines that are designated by
the Servicer specifically for purchases of Used Vehicles on the last day of the related Collection
Period, over (b) 20% of the Pool Balance on the last day of such Collection Period (or a
higher percentage so long as the Rating Agency Condition has been satisfied).



     “Void Note Transfer” has the meaning specified in Section 5.1(b).



     Section 1.2. Defined Terms for Other Series. Capitalized terms in this Indenture
Supplement, when used in quotation marks with a reference to one or more Series, have the
respective meanings specified for each such Series in the related Indenture Supplement.



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ARTICLE II

CREATION OF SERIES 2011-1 NOTES




     Section 2.1. Principal Terms of Series 2011-1 Notes. The Principal Terms for the
Series 2011-1 Notes are as follows:



     (a) Creation and Designation. This Indenture Supplement creates a Series of Notes to
be issued by the Issuer on the Closing Date pursuant to the Indenture and this Indenture Supplement
to be known as the “Series 2011-1 Asset Backed Notes” or the “Series 2011-1 Notes.”



     (b) Note Interest Rate and Initial Note Balance. The Indenture Trustee will, upon
Issuer Order, authenticate and deliver the Series 2011-1 Notes for original issue in the following
Classes, each having the Note Interest Rates and initial Note Balances specified below. The Series
2011-1 Notes will be payable on the Series 2011-1 Final Maturity Date.



	 	 	 	 	 	 	 	 	 
	Class	 	Note Interest Rate	 	 	Initial Note Balance	 
	Class A-1 Notes
	 	 	2.12	%	 	$	375,000,000	 
	Class A-2 Notes
	 	One-month LIBOR + 0.60%	 	$	375,000,000	 
	Class B Notes
	 	 	2.41	%	 	$	20,000,000	 
	Class C Notes
	 	 	2.61	%	 	$	75,000,000	 
	Class D Notes
	 	 	2.96	%	 	$	35,000,000	 






     (c) Sharing Groups. Series 2011-1 will be in Excess Interest Sharing Group One and in
Principal Sharing Group One.



     (d) Form of Notes. Each Class of Series 2011-1 Notes, together with the Indenture
Trustee’s certificate of authentication, will be in substantially the form of Exhibit A with such
variations as are required or permitted by this Indenture Supplement and the Indenture. The Series
2011-1 Notes may have such marks of identification and such legends or endorsements placed on them
as may be determined, consistent with this Indenture Supplement and the Indenture, by the
Responsible Persons executing such Series 2011-1 Notes, as evidenced by their execution of such
Series 2011-1 Notes.



     (e) Book-Entry Series 2011-1 Notes. The Series 2011-1 Notes initially will be issued
as Book-Entry Notes. On or before the Series Issuance Date, Global Notes representing each Class
of Series 2011-1 Notes will be deposited with the Clearing Agency.



     (f) Series Issuance Date. The Series Issuance Date for the Series 2011-1 Notes will
be the Closing Date.



     (g) Denominations. The Series 2011-1 Notes will be issued in fully registered form in
minimum amounts of $100,000 and in integral multiples of $1,000 in excess of such minimum amount
(except that one Note of each Class may be issued in a different amount so long as such amount
exceeds $100,000).



     (h) Indenture. The Series 2011-1 Notes are “Notes” and this Indenture Supplement is
an “Indenture Supplement” for all purposes of the Indenture. If any provision of the Series 2011-



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1
Notes or this Indenture Supplement conflicts with or is inconsistent with the Indenture, the
provisions of the Series 2011-1 Notes or this Indenture Supplement, as the case may be, control.



     (i) Events of Default. There will be no additional Events of Default with respect to
the Series 2011-1 Notes.



     Section 2.2. Additional Issuance; Reopening.



     The Issuer may from time to time, without notice to, or the consent of, Noteholders of any
Series, create and issue additional Series 2011-1 Notes of the same Class as any Class issued on
the Closing Date. Any such additional Series 2011-1 Notes will form part of and have the same
Principal Terms as such previously issued Class, except for (i) the initial principal amount of
such Class, the Initial Invested Amount and the initial Note Balance of such Class on the Closing
Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series
2011-1 Notes, and (iii) the first payment of interest following the issuance of such additional
Series 2011-1 Notes. When issued, such additional Series 2011-1 Notes will be equally and ratably
entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series
2011-1 Notes of the same Class issued on the Closing Date without preference, priority or
distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series
2011-1 Notes after the Closing Date and to execute and deliver any amendments to this Indenture
Supplement to facilitate such additional issuance will be subject to the satisfaction of the
following conditions:



     (a) on or before the second Business Day preceding the issuance of such additional Series
2011-1 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such
additional issuance and the date of such additional issuance;



     (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture
Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the
Indenture Trustee executed by the Issuer;



     (c) the Rating Agency Condition has been satisfied with respect to such additional issuance;



     (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the
date of such additional issuance, stating that:




     (i) such additional issuance will not have an Adverse Effect or cause an Amortization
Event to occur with respect to any Series; and




     (ii) all conditions precedent under this Section 2.2 to the issuance of such additional
Series 2011-1 Notes have been complied with;



     (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and
the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is
junior to such Class such that the proportion of the Note Principal Balance of each such junior
Class to the Note Principal Balance of any more senior Class is equal to or greater than the
proportion that existed on the Closing Date;



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     (f) the Depositors have deposited in the Series 2011-1 Reserve Account from the proceeds of
such issuance such amount as is necessary to cause the amount on deposit to equal the Series 2011-1
Reserve Account Required Amount after giving effect to such issuance; and



     (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving
effect to such additional issuance (taking into account any deposit of the proceeds of such
additional Series 2011-1 Notes into the Excess Funding Account).



     Section 2.3. Payments.



     (a) Each Class of Notes will accrue interest at the applicable Note Interest Rate. Interest
on each Note will be due and payable on each Payment Date as specified in such Note. Interest on
the Notes (other than the Class A-2 Notes) will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Interest on the Class A-2 Notes will be computed on the basis
of actual number of days elapsed and a 360-day year.



     (b) Interest and principal payments on each Class of Notes will be made ratably to the
Noteholders of such Class entitled to such payments. On each Payment Date, distributions to be
made with respect to interest on and principal of the Book-Entry Notes will be paid to the
registered Noteholder by wire transfer in immediately available funds to the account designated by
the nominee of the Clearing Agency (initially, such nominee will be Cede & Co.). Distributions to
be made with respect to interest on and principal of the Definitive Notes will be paid to the
registered Noteholder (i) if such Noteholder has provided to the Note Registrar appropriate
instructions at least five Business Days before such Payment Date and the aggregate original
principal amount of such Noteholder’s Notes is at least $1,000,000, by wire transfer in immediately
available funds to the account of such Noteholder or (ii) by check mailed first class mail, postage
prepaid, to such registered Noteholder’s address as it appears on the Note Register on the related
Record Date. However, the final installment of principal (whether payable by wire transfer or
check) of each Note on a Payment Date or the Series 2011-1 Final Maturity Date will be payable only
upon presentation and surrender of such Note. The Indenture Trustee will notify each registered
Noteholder of the date on which the Issuer expects that the final installment of principal of and
interest on such registered Noteholder’s Notes will be paid not later than five days before such
date. Such notice will be prepared by the Issuer and will specify the place where such Notes may
be presented and surrendered for payment of such installment. All funds paid by wire transfers or
checks that are returned undelivered will be held in accordance with Section 3.3 of the Indenture.



     (c) The principal of each Note will be payable in installments on each Payment Date as
specified in such Note. The entire unpaid Note Balance of each Class of Notes will be due
and payable on the Series 2011-1 Final Maturity Date. Notwithstanding the foregoing, the
entire unpaid principal amount of the Notes will be due and payable on the date on which the Notes
are declared to be immediately due and payable in the manner provided in Section 5.2(a) of the
Indenture.



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ARTICLE III

REPORTS AND SERVICING




     Section 3.1. Reports and Statements to Noteholders of Series 2011-1 Notes.



     (a) On or before each Determination Date, the Servicer will deliver to the Issuer, the
Indenture Trustee and each Rating Agency a report substantially in the form of Exhibit B or such
other form as the Servicer may determine; provided that any such report contains
substantially the same information as set forth in Exhibit B (a “Monthly Investor Report”).
A Responsible Person of the Servicer will certify the accuracy of the information in the Monthly
Investor Report in accordance with Section 3.6 of the Sale and Servicing Agreements.



     (b) On each Payment Date, the Indenture Trustee will deliver to each Noteholder of Series
2011-1 Notes a Monthly Investor Report; provided, that, in lieu of the Indenture Trustee’s
delivering such statement, the Indenture Trustee may make such statement available to the
Noteholders of the Series 2011-1 through the Indenture Trustee’s internet website, which initially
is located at http://GCTInvestorreporting.bnymellon.com.



     (c) A copy of each Monthly Investor Report may be obtained by any Noteholder of Series 2011-1
Notes by a request to the Servicer.



     (d) If required by law, on or before January 31 of each calendar year, beginning with the
calendar year following the Closing Date, the Indenture Trustee will furnish or cause to be
furnished to each Person who at any time during the preceding calendar year was a Noteholder of the
Series 2011-1 Notes, a statement prepared by the Servicer containing the information that is
required to be contained in the statements to the Noteholders of the Series 2011-1 Notes, as set
forth in Section 3.1(a), aggregated for the preceding calendar year, together with other
information as is required to be provided by an issuer of indebtedness under the Code;
provided, however, that in lieu of the Indenture Trustee’s delivering such
statement, the Indenture Trustee may make such statement available to the Noteholders of the Series
2011-1 Notes through the Indenture Trustee’s internet website, which initially is located at
http://GCTInvestorreporting.bnymellon.com. Such obligation of the Servicer will be deemed to have
been satisfied to the extent that substantially comparable information is provided by the Indenture
Trustee pursuant to any requirements of the Code as from time to time in effect.



     Section 3.2. Servicing Compensation. The share of the Servicing Fee allocable to
Series 2011-1 for any Payment Date is equal to the Monthly Servicing Fee. The portion of the
Servicing Fee that is not allocable to Series 2011-1 will be paid by the holders of the Depositor
Interest or the Noteholders of other Series (pursuant to the related Indenture Supplement) and in
no event will the Issuer, the Indenture
Trustee or the Noteholders of the Series 2011-1 Notes be liable for the share of the Servicing
Fee to be paid by the holders of the Depositor Interest or the Noteholders of any other Series.



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ARTICLE IV

RIGHTS OF NOTEHOLDERS OF SERIES 2011-1 NOTES

AND ALLOCATION AND APPLICATION OF COLLECTIONS




     Section 4.1. Collections and Allocations.



     (a) Allocations. Pursuant to Section 8.4(a) of the Indenture, Interest Collections,
Principal Collections and Defaulted Receivables will be allocated between Series 2011-1 and the
Depositor Interest and then applied to Series 2011-1 and the Depositor Interest pursuant to this
Article IV.



     (b) Allocations to Depositor Interest.




     (i) Available Depositor Collections. On each Deposit Date, the Servicer will
make the following deposits and payments from Available Depositor Collections for such
Deposit Date or the related Collection Period, as applicable, in the following order of
priority:




	 	(A)	 	to the Collection Account,  but only to the extent
needed to pay, to the knowledge of the Servicer on such Deposit Date, the
following amounts on the related Payment Date: (I) to cover shortfalls in
payments and deposits required to be made from Available Investor Interest
Collections on the related Payment Date pursuant to Section 4.2(b)(ii), and
to cover similar shortfalls for other Series, and (II) during an Early
Amortization Period, to cover amounts distributable pursuant to Section
4.2(e) on such Payment Date;
	 
	 	(B)	 	to the Excess Funding Account, to the extent that the
Required Depositor Amount for the preceding Calculation Date (and, if such
Calculation Date is a Determination Date, after giving effect to the
allocations, payments, withdrawals and deposits to be made on the Payment
Date following such Determination Date) exceeds the Depositor Amount; and
	 
	 	(C)	 	(1) if the Depositors are the sole holders of the
Depositor Interest, to the Depositors in accordance with their respective
percentage interests in the Depositor Interest or (2), otherwise, to the
Depositor Interest Account for distribution to the holders of the Depositor
Interest in accordance with the Trust Agreement, any remaining amount.






     (ii) Excess Depositor Interest Collections. On each Deposit Date, the Servicer
will make the following deposits and payments from Excess Depositor Interest

Collections for such Deposit Date or the related Collection Period, as applicable, in
the following order of priority:




	 	(A)	 	to the Collection Account, until the amount deposited
pursuant to this clause (A) is equal to the Monthly Depositor Servicing Fee
for all Series for such Collection Period; and




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	 	(B)	 	(1) if the Depositors are the sole holders of the
Depositor Interest, to the Depositors in accordance with their respective
percentage interests in the Depositor Interest or (2), otherwise, to the
Depositor Interest Account for distribution to the holders of the Depositor
Interest in accordance with the Trust Agreement, any remaining amount.






     (iii) Excess Depositor Principal Collections. On each Deposit Date, the
Servicer will make the following deposits and payments from Excess Depositor Principal
Collections for such Deposit Date or the related Collection Period, as applicable, in the
following order of priority:




	 	(A)	 	to the Excess Funding Account, to the extent that the
Required Depositor Amount for the preceding Calculation Date (and, if such
Calculation Date is a Determination Date, after giving effect to the
allocations, payments, withdrawals and deposits to be made on the Payment
Date following such Determination Date) exceeds the Depositor Amount;
	 
	 	(B)	 	to the Collection Account, until the amount deposited
pursuant to this clause (B) is equal to the excess, if any, of the Monthly
Depositor Servicing Fee for all Series for such Collection Period
over the amount deposited into the Collection Account pursuant to
Section 4.1(b)(ii)(A); and
	 
	 	(C)	 	(1) if the Depositors are the sole holders of the
Depositor Interest, to the Depositors in accordance with their respective
percentage interests in the Depositor Interest or (2), otherwise, to the
Depositor Interest Account for distribution to the holders of the Depositor
Interest in accordance with the Trust Agreement, any remaining amount.






     (iv) Available Depositor Collections True-up. On each Determination Date, the
Servicer will deposit into the Collection Account the lesser of (A) the portion, if any, of
the amount described in Section 4.1(b)(i)(A)(I) with respect to the related Collection
Period that has not previously been deposited into the Collection Account pursuant to
Section 4.1(b)(i)(A)(I), and (B) the aggregate amount paid to the Depositors or to the
Depositor Interest Account for distribution to the holders of the Depositor Interest with
respect to the related Collection Period pursuant to Section 4.1(b)(i)(C). Any amount
deposited pursuant to this Section 4.1(b)(iv) will be repaid to the Servicer by the holders
of the Depositor Interest or, if not so repaid, may be withheld by the Servicer from
subsequent distributions to the holders of the Depositor Interest.



     (c) Allocations to Series 2011-1. The Servicer will allocate to the Noteholders of
Series 2011-1 Notes and deposit into the Collection Account for application pursuant to this
Indenture Supplement the following amounts:




     (i) on each Deposit Date, an amount equal to the Investor Interest Collections for such
Deposit Date or the related Collection Period, as applicable, until the amount in



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the
Collection Account allocated to Series 2011-1 equals the excess of (I) the amounts to be
paid or distributed, to the knowledge of the Servicer on such Deposit Date, on the related
Payment Date pursuant to Section 4.2(a)(i) through (xvi), over (II) the Monthly
Depositor Servicing Fee for the related Collection Period;




     (ii) on each Deposit Date, an amount equal to the Investor Principal Collections for
such Deposit Date or the related Collection Period, as applicable, until the amount in
the
Collection Account allocated to Series 2011-1 equals the amounts to be paid or distributed,
to the knowledge of the Servicer on such Deposit Date, on the related Payment Date pursuant
to Section 4.2(b)(iv), (c) or (d), as applicable;




     (iii) on each Determination Date, an amount equal to the lesser of (A) the portion, if
any, of the excess of (I) the amounts to be paid or distributed on the related Payment Date
pursuant to Section 4.2(a)(i) through (xvi), over (II) the Monthly Depositor
Servicing Fee for the related Collection Period that has not previously been deposited into
the Collection Account pursuant to Section 4.1(c)(i), and (B) the amount of Investor
Interest Collections for the related Collection Period that has not previously been
deposited into the Collection Account pursuant to Section 4.1(c)(i); and




     (iv) on each Determination Date, an amount equal to the lesser of (A) the portion, if
any, of the amounts to be paid or distributed on the related Payment Date pursuant to
Section 4.2(b)(iv), (c) or (d), as applicable, that has not previously been deposited into
the Collection Account pursuant to Section 4.1(c)(ii), and (B) the amount of Investor
Principal Collections for the related Collection Period that has not previously been
deposited into the Collection Account pursuant to Section 4.1(c)(ii).



     Section 4.2. Application of Available Funds in Collection Account and Other Sources.



     (a) As long as the Indenture Trustee has received the Monthly Investor Report by the related
Determination Date, the Indenture Trustee (based on the information in the Monthly Investor Report)
will, on each Payment Date and to the extent of Available Investor Interest Collections in the
Collection Account, make the following applications, payments or deposits in the following order of
priority:




     (i) to the Note Paying Agent for payment to the Noteholders of the Class A Notes, pro
rata, the Accrued Note Interest for the Class A Notes for such Payment Date;




     (ii) to the Note Paying Agent for payment to the Noteholders of the Class B Notes, the
Accrued Note Interest for the Class B Notes for such Payment Date;




     (iii) to the Note Paying Agent for payment to the Noteholders of the Class C Notes, the
Accrued Note Interest for the Class C Notes for such Payment Date;




     (iv) to the Note Paying Agent for payment to the Noteholders of the Class D Notes, the
Accrued Note Interest for the Class D Notes for such Payment Date;




     (v) pro rata, to the payment of all amounts, including indemnities, then due to the
Owner Trustee and the Indenture Trustee for the Series 2011-1 Notes, and any



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expenses
incurred by the Issuer for the Series 2011-1 Notes in accordance with the Transaction
Documents, in each case, to the extent not paid by the Servicer or the Administrator, up to
a maximum of $150,000 per year;




     (vi) pro rata (A) to the Back-up Servicer, the Monthly Back-up Servicing Fee for such
Payment Date, if any, together with any Monthly Back-up Servicing Fees previously due but
not paid on prior Payment Dates, and (B) if Ford Credit or one of its Affiliates is no
longer the Servicer, to the Servicer, the Monthly Servicing Fee for such Payment Date,
together with any Monthly Servicing Fees previously due but not paid on prior Payment Dates
(unless such amount has been netted against deposits into the Collection Account in
accordance with Section 8.4(c) of the Indenture);




     (vii) to treat as Available Investor Principal Collections for such Payment Date, the
Investor Default Amount for such Payment Date;




     (viii) to the Series 2011-1 Reserve Account, the Series 2011-1 Reserve Account Deposit
Amount for such Payment Date;




     (ix) to treat as Available Investor Principal Collections for such Payment Date, the
sum of Investor Charge-Offs that have not been previously reimbursed;




     (x) to treat as Available Investor Principal Collections for such Payment Date, the sum
of Reallocated Principal Collections that have not been previously reimbursed;




     (xi) beginning on the Series 2011-1 Accumulation Period Reserve Account Funding Date,
to the Series 2011-1 Accumulation Period Reserve Account, the Series 2011-1 Accumulation
Period Reserve Account Deposit Amount for such Payment Date;




     (xii) if Ford Credit or one of its Affiliates is the Servicer, to the Servicer, the
Monthly Servicing Fee for such Payment Date, together with any Monthly Servicing Fees
previously due but not paid on prior Payment Dates (unless such amount has been netted
against deposits into the Collection Account in accordance with Section 8.4(c) of the
Indenture);




     (xiii) to the Depositor Interest Account for distribution to the holders of the
Depositor Interest in accordance with the Trust Agreement to increase the Available
Subordinated Amount, the excess of the Required Subordinated Amount over the
Available Subordinated Amount (unless such amount has been netted against deposits into the
Collection Account in accordance with Section 8.4(c) of the Indenture);




     (xiv) pro rata, to the payment of all amounts, including indemnities, then due to the
Owner Trustee and the Indenture Trustee for the Series 2011-1 Notes, and any expenses
incurred by the Issuer for the Series 2011-1 Notes in accordance with the Transaction
Documents, in each case, to the extent not paid by the Servicer or the Administrator or
pursuant to clause (v) above;




     (xv) to the Back-up Servicer, any amounts due pursuant to Section 2.3(b) of the Back-up
Servicing Agreement and any Transition Costs due pursuant to Section 2.3(c) of



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the Back-up
Servicing Agreement in excess of the amount in the Back-up Servicer Reserve Account, in each
case, for the Series 2011-1 Notes;




     (xvi) to treat as Excess Interest Collections available from Series 2011-1, the
Interest Collections Shortfalls for other Series in Excess Interest Sharing Group One; and




     (xvii) to the Depositor Interest Account for distribution to the holders of the
Depositor Interest in accordance with the Trust Agreement, all remaining Available Investor
Interest Collections.



     (b) If Available Investor Interest Collections for any Payment Date are insufficient to make
the applications, payments and deposits required pursuant to Section 4.2(a), as long as the
Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the
Indenture Trustee (based on the information in the Monthly Investor Report) will, on or before such
Payment Date, apply available funds from the following sources in the following order of priority:




     (i) from Excess Interest Collections available from other Series in Excess Interest
Sharing Group One, to cover shortfalls in the applications, payments and deposits pursuant
to Sections 4.2(a)(i) through (xv) in that order;




     (ii) from Available Depositor Interest Collections and Available Depositor Principal
Collections (with respect to Available Depositor Principal Collections, in an amount not
exceeding the Available Subordinated Amount (before giving effect to Section 4.3) for such
Payment Date), to cover shortfalls in the applications, payments and deposits required
pursuant to Sections 4.2(a)(i) through (ix) in that order; provided that, if the
amount of Available Depositor Collections is insufficient to cover such shortfalls for
Series 2011-1, as well as any similar shortfalls for other Series, then Available Depositor
Collections will be allocated to Series 2011-1 based on the ratio that the Available
Subordinated Amount for Series 2011-1 bears to the aggregate “Available Subordinated
Amounts” for all Series having such shortfalls; provided, further, that if
the amount of Available Depositor Collections exceeds the aggregate amount of such
shortfalls for all Series, then the excess Available Depositor Collections will be applied
to cover any unpaid Adjustment Payments;




     (iii) from the Series 2011-1 Reserve Account Available Amount, to cover shortfalls in
the applications, payments and deposits required pursuant to Sections 4.2(a)(i) through
(vii) in that order; and




     (iv) from the Reallocated Principal Collections for such Payment Date, to cover
shortfalls in the payments required pursuant to Sections 4.2(a)(i) through (iv).



     (c) As long as the Indenture Trustee has received the Monthly Investor Report by the related
Determination Date, the Indenture Trustee (based on information in the Monthly Investor Report)
will, on each Payment Date and to the extent of Available Investor Principal Collections on deposit
in the Collection Account, make the following applications, payments or deposits in the following
order of priority:



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     (i) on any Payment Date with respect to the Controlled Accumulation Period or Early
Amortization Period, to the Series 2011-1 Principal Funding Account, the excess, if any, of
the Monthly Principal Amount for such Payment Date over the amount deposited into
the Series 2011-1 Principal Funding Account from the Excess Funding Account pursuant to
Section 4.2(d) on such Payment Date;




     (ii) to other Principal Sharing Series in Principal Sharing Group One, the Shared
Principal Collections for such Payment Date;




     (iii) to the Excess Funding Account, the excess, if any, of the Required Pool Balance
over the Net Adjusted Pool Balance pursuant to Section 8.3(b)(ii) of the Indenture;
and




     (iv) to the Depositor Interest Account for distribution to the holders of the Depositor
Interest in accordance with the Trust Agreement, all remaining Available Investor Principal
Collections.



     (d) As long as the Indenture Trustee has received the Monthly Investor Report by the related
Determination Date, the Indenture Trustee (based on information in the Monthly Investor Report)
will, on each Payment Date with respect to the Controlled Accumulation Period or an Early
Amortization Period, deposit into the Series 2011-1 Principal Funding Account from the Excess
Funding Account the lesser of (i) the Series 2011-1 Excess Funding Amount, and (ii) the Monthly
Principal Amount for such Payment Date.



     (e) If Available Investor Principal Collections for any Payment Date with respect to an Early
Amortization Period are insufficient to deposit the amount required pursuant to Section 4.2(c)(i),
as long as the Indenture Trustee has received the Monthly Investor Report by the related
Determination Date, the Indenture Trustee (based on the information in the Monthly Investor Report)
will, on such Payment Date, deposit into the Series 2011-1 Principal Funding Account Available
Depositor Interest Collections and Available Depositor Principal Collections (with respect to
Available Depositor Principal Collections, in an amount not to exceed the Available Subordinated
Amount) on such Payment Date in an amount equal to the excess of the Adjusted Invested Amount
over the sum of the amounts deposited into the Series 2011-1 Principal Funding Account from
Available Investor Principal Collections pursuant to Section 4.2(c)(i) and from the Excess Funding
Account pursuant to Section 4.2(d).



     (f) So long as an Early Amortization Period has not begun, on the Expected Final Payment Date,
or on each Payment Date with respect to an Early Amortization Period, as long as the Indenture
Trustee has received the Monthly Investor Report by the related Determination
Date, the Indenture Trustee (based on the information in the Monthly Investor Report) will
withdraw an amount up to the aggregate Note Balance of Series 2011-1 from the Series 2011-1
Principal Funding Account for payment in the following order of priority: (i) to the Noteholders of
Class A Notes until the Note Balance of the Class A Notes is reduced to zero, (ii) to the
Noteholders of Class B Notes until the Note Balance of the Class B Notes is reduced to zero, (iii)
to the Noteholders of the Class C Notes until the Note Balance of the Class C Notes is reduced to
zero and (iv) to the Noteholders of the Class D Notes until the Note Balance of the Class D Notes
is reduced to zero.



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     (g) The Controlled Accumulation Period is scheduled to begin on the first day of the August
2013 Collection Period. However, if the Accumulation Period Length is less than six Collection
Periods, the date on which the Controlled Accumulation Period actually begins will be delayed to
the first day of the Collection Period that is the number of Collection Periods before the Expected
Final Payment Date at least equal to the Accumulation Period Length. On or before each
Determination Date beginning with the Determination Date in the July 2013 Collection Period and
ending when the Controlled Accumulation Period begins, the Servicer will determine the
“Accumulation Period Length.”



     Section 4.3. Investor Charge-Offs. On each Determination Date, the Servicer will
calculate the Investor Default Amount, if any, for the related Payment Date. If the Investor
Default Amount for any Payment Date exceeds the sum of the amounts applied to fund such Investor
Default Amount pursuant to Section 4.2(a)(vii) (including any amounts applied pursuant to Section
4.2(b)), then such excess will be applied in the following order of priority to reduce (a) the
Available Subordinated Amount for the related Determination Date (after giving effect to any
reductions of the Available Subordinated Amount pursuant to Section 4.2(b)(ii)), (b) the Class D
Invested Amount, (c) the Class C Invested Amount, (d) the Class B Invested Amount, and (e) the
remaining Invested Amount.



     Section 4.4. Reallocated Principal Collections. On each Payment Date, the Reallocated
Principal Collections for such Payment Date will be applied in the following order of priority to
reduce (a) the Available Subordinated Amount (after giving effect to any reductions of the
Available Subordinated Amount pursuant to Section 4.2(b)(ii) and Section 4.3), (b) the Class D
Invested Amount, (c) the Class C Invested Amount, and (d) the Class B Invested Amount.



     Section 4.5. Excess Interest Collections. On each Payment Date, Series 2011-1 will be
allocated an amount equal to the product of (a) the aggregate amount of Excess Interest Collections
for all Excess Interest Sharing Series in Excess Interest Sharing Group One for such Payment Date,
times (b) a fraction, the numerator of which is the Interest Collections Shortfall for
Series 2011-1 for such Payment Date and the denominator of which is the aggregate amount of
Interest Collections Shortfalls for all Excess Interest Sharing Series in Excess Interest Sharing
Group One for such Payment Date.



     Section 4.6. Shared Principal Collections. On each Payment Date, Series 2011-1 will be allocated an amount equal to the product of (a)
the aggregate amount of Shared Principal Collections with respect to all Principal Sharing Series
in Principal Sharing Group One for such Payment Date, times (b) a fraction, the numerator
of which is the Principal Shortfall for Series 2011-1 for such Payment Date and the denominator of
which is the aggregate amount of Principal Shortfalls for all Principal Sharing Series in Principal
Sharing Group One for such Payment Date.



     Section 4.7. Series 2011-1 Accounts.



     (a) The Servicer will, before the Closing Date, establish and maintain a Qualified Account in
the name “The Bank of New York Mellon, as Indenture Trustee, as secured party for Ford Credit
Floorplan Master Owner Trust A in respect of Series 2011-1” that is designated as



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the “Series
2011-1 Principal Funding Account”, which account will be beneficially owned by the Issuer. The
Series 2011-1 Principal Funding Account will initially be account number 779174.



     (b) The Servicer will, before the Closing Date, establish and maintain a Qualified Account in
the name “The Bank of New York Mellon, as Indenture Trustee, as secured party for Ford Credit
Floorplan Master Owner Trust A in respect of Series 2011-1” that is designated as
the “Series
2011-1 Reserve Account”, which account will be beneficially owned by the Issuer. The Series 2011-1
Reserve Account will initially be account number 779173.




     (i) The Series 2011-1 Reserve Account will be funded by the Depositors on the Closing
Date in the amount equal to the Series 2011-1 Reserve Account Required Amount for such date
and will be increased and decreased as described in this Indenture Supplement.




     (ii) On or prior to the first day of any Subordination Step-up Period, the Depositors
may elect to increase the Series 2011-1 Reserve Account Required Percentage for such
Subordination Step-up Period in lieu of increasing the Subordination Factor as contemplated
by the definition thereof, by (i) notifying the Servicer and the Indenture Trustee of such
election and (ii) depositing the amount of the related increase of the Series 2011-1 Reserve
Account Required Amount into the Series 2011-1 Reserve Account; provided, that, if the
Depositors fail to deposit the amount of such increase into the Series 2011-1 Reserve
Account on or prior to the Payment Date of such Subordination Step-up Period, the
Subordination Factor will automatically increase in accordance with the definition thereof.




     (iii) Upon the earlier to occur of (A) the payment in full of the Series 2011-1 Notes,
and (B) the Series 2011-1 Final Maturity Date, any funds remaining in the Series 2011-1
Reserve Account will be treated as Available Investor Principal Collections. The Series
2011-1 Reserve Account will, following such occurrence, be deemed to have terminated for the
purposes of this Indenture Supplement.



     (c) The Servicer will, before the Closing Date, establish and maintain a Qualified Account in
the name “The Bank of New York Mellon, as Indenture Trustee, as secured party for Ford Credit
Floorplan Master Owner Trust A in respect of Series 2011-1” that is designated as
the “Series 2011-1 Accumulation Period Reserve Account”, which account will be beneficially
owned by the Issuer. The Series 2011-1 Accumulation Period Reserve Account will initially be
account number 779175.




     (i) The Series 2011-1 Accumulation Period Reserve Account will be funded by the Issuer,
beginning on the Series 2011-1 Accumulation Period Reserve Account Funding Date, in the
amount equal to the Series 2011-1 Accumulation Reserve Account Required Amount for such date
and will be increased and decreased as described in this Indenture Supplement.




     (ii) On or before each Payment Date with respect to the Controlled Accumulation Period,
the Servicer will calculate the Series 2011-1 Accumulation Period Reserve Draw Amount and
instruct the Indenture Trustee to withdraw such amount from



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the Series 2011-1 Accumulation
Period Reserve Account on such Payment Date and deposit such amount into the Collection
Account for application as Available Investor Interest Collections.




     (iii) Upon the earliest to occur of (A) the payment in full of the Series 2011-1 Notes,
(B) the first Payment Date relating to an Early Amortization Period, and (C) the Series
2011-1 Final Maturity Date, any funds remaining in the Series 2011-1 Accumulation Period
Reserve Account will be treated as Available Investor Interest Collections. The Series
2011-1 Accumulation Period Reserve Account will, following such occurrence, be deemed to
have terminated for purposes of this Indenture Supplement.



     (d) Each Series 2011-1 Account will be under the sole dominion and control of the Indenture
Trustee, except that the Servicer may make deposits into and direct the Note Paying Agent or the
Indenture Trustee to make withdrawals from each such Series 2011-1 Account in accordance with this
Indenture Supplement.



     (e) The Series 2011-1 Accounts and all amounts, securities, investments, financial assets and
other property deposited into or credited to such accounts will be held by the Indenture Trustee as
secured party for the benefit of the Secured Parties of Series 2011-1 and, after payment in full of
the Series 2011-1 Notes and all other amounts owing or to be distributed to such Secured Parties
under this Indenture Supplement and the Sale and Servicing Agreements, as agent of the Issuer. All
deposits into and withdrawals from such accounts will be made in accordance with the Transaction
Documents.



     (f) If at any time any of the Series 2011-1 Accounts ceases to be a Qualified Account, the
Servicer will direct the Indenture Trustee to establish a new account to replace such account
within 30 calendar days, which account will be a Qualified Account and from the date of
establishment, such new account will be the Series 2011-1 Principal Funding Account, the Series
2011-1 Reserve Account or the Series 2011-1 Accumulation Period Reserve Account, as applicable, for
the purposes of this Indenture Supplement.



     (g) If on any Payment Date, after giving effect to all withdrawals from and deposits into the
Series 2011-1 Accounts, the amount in any Series 2011-1 Account exceeds the amount
required to be in such Series 2011-1 Account pursuant to this Indenture Supplement or any
other Transaction Document, then the Indenture Trustee will, at the direction of the Servicer,
distribute such excess to the Depositor Interest Account for distribution to the holders of the
Depositor Interest in accordance with the Trust Agreement.



     Section 4.8. Permitted Investments. Funds in the Series 2011-1 Accounts will, at the
direction of the Servicer, be invested by the Indenture Trustee in Permitted Investments selected
by the Servicer. All such Permitted Investments will be held by the Indenture Trustee on behalf of
the Issuer for the benefit of the Noteholders of Series 2011-1 Notes. Funds in the Series 2011-1
Accounts will be invested in Permitted Investments that will mature no later than the following
Payment Date. On each Payment Date, any net investment earnings on funds in such accounts will be
deposited in the Collection Account and treated as Available Investor Interest Collections for such
Payment Date. The Indenture Trustee will bear no responsibility or liability for any



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losses
resulting from investment or reinvestment of any funds in accordance with this Section 4.8 nor for
the selection of Permitted Investments in accordance with this Indenture Supplement, the Indenture
or the Sale and Servicing Agreements.



     Section 4.9. Investment Instructions. Any investment instructions required to be
given to the Indenture Trustee pursuant to Section 4.8 must be given to the Indenture Trustee no
later than 10:00 a.m. (New York City time) on the date such investment is to be made. Any such
investment instructions may be in the form of standing instructions given to the Indenture Trustee
by the Servicer. If the Indenture Trustee receives such investment instructions later than such
time, the Indenture Trustee may, but is not obligated to, make such investment. If the Indenture
Trustee is unable to make an investment required in any investment instructions received by the
Indenture Trustee after 10:00 a.m. (New York City time) on such day, such investment will be made
by the Indenture Trustee on the next Business Day. In no event will the Indenture Trustee be
liable for any investment not made pursuant to investment instructions received after 10:00 a.m.
(New York City time) on the day such investment is requested to be made.



     Section 4.10. Notification of LIBOR. On each LIBOR Determination Date, the Indenture
Trustee will send to the Servicer, the Issuer and the Administrator by facsimile transmission,
notification of LIBOR for the following Interest Period.



ARTICLE V

THE NOTES




     Section 5.1. Retention By Depositors. Any Note retained or acquired by the Depositors
at any time on or after the Closing Date may be issued, transferred or exchanged by the Depositors
only upon the delivery to the Indenture Trustee of an Opinion of Counsel dated as of the date of
such issuance, transfer or exchange, as the case may be, to the effect that such issuance, transfer
or exchange  will not cause
(i) any other security issued by the Issuer to be deemed sold or exchanged for purposes of
Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded
partnership taxable as a corporation for U.S. federal income tax purposes.



     Section 5.2. Note Owner Representations. Each Series 2011-1 Note Owner, by its
acceptance of a beneficial interest in the Series 2011-1 Notes, is deemed to represent, warrant and
covenant to the Issuer, the Depositors and the Indenture Trustee that:



     (a) either (A) it is not a Benefit Plan and is not acting on behalf of or investing the assets
of a Benefit Plan or (B) its purchase and holding of such beneficial interest therein does not
constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or
Section 4975 of the Code due to the applicability of a statutory or administrative exemption from
the prohibited transaction rules (or, if the Series 2011-1 Note Owner is subject to any Similar
Law, such purchase and holding does not constitute and will not result in a violation of such
Similar Law); and



     (b) it will treat the Series 2011-1 Notes for U.S. federal, state and local income and
franchise tax purposes as indebtedness secured by the Trust Property.




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ARTICLE VI

SERIES 2011-1 AMORTIZATION EVENTS




     Section 6.1. Series 2011-1 Amortization Events. If any of the following events occurs
with respect to the Series 2011-1 Notes:



     (a) failure by either Depositor (i) to make any payment or deposit required to be made under
the related Sale and Servicing Agreement, the Indenture or this Indenture Supplement on or before
the date occurring five Business Days after the date such payment or deposit is required to be made
or (ii) to observe or perform in any material respect any other covenants or agreements of such
Depositor in the related Sale and Servicing Agreement, the Indenture or this Indenture Supplement
that has an Adverse Effect and continues for 60 days after the date on which notice of such
failure, requiring the same to be remedied, has been given to such Depositor by the Indenture
Trustee and continues to have an Adverse Effect for such 60-day period;



     (b) any representation or warranty made by either Depositor in the related Sale and Servicing
Agreement, the Indenture or this Indenture Supplement, or any information contained in a computer
file or other list required to be delivered by such Depositor pursuant to the related Sale and
Servicing Agreement, proves to have been incorrect in any material respect when made or when
delivered and has an Adverse Effect, which continues to be incorrect in any material respect for 60
days after the date on which notice of such failure, requiring the same to be remedied, has been
given to such Depositor by the Indenture Trustee and continues to have an Adverse Effect for such
60-day period; provided, however, that a Series 2011-1 Amortization Event pursuant
to this clause (b) will be deemed remedied if such Depositor has accepted reassignment of the
related Receivable, or all of such Receivables, if applicable, during such period in accordance
with the related Sale and Servicing Agreement;



     (c) a Servicer Termination Event (including, for purposes of Section 6.1(a)(ii) of each Sale
and Servicing Agreement, any breach of the covenant set forth in the Servicer Covenant Letter) that
has an Adverse Effect;



     (d) the Note Balance of the Series 2011-1 Notes is not paid in full on the Expected Final
Payment Date;



     (e) the average of the Monthly Principal Payment Rates for the three preceding Collection
Periods is less than 21%;



     (f) on any Determination Date, the Available Subordinated Amount for the next Payment Date
will be less than the Required Subordinated Amount after giving effect to any payments to be made
on such Payment Date, and continues unremedied for five Business Days after such Payment Date;
provided that, for the purpose of determining whether a Series 2011-1 Amortization Event
has occurred pursuant to this clause (f), any reduction of the Available Subordinated Amount
resulting from reallocations of the Available Depositor Principal Collections to pay interest on
the Series 2011-1 Notes if LIBOR is equal to or greater than the prime rate upon which interest on
the receivables is calculated on the applicable LIBOR Determination Date will be considered a
Series 2011-1 Amortization Event only if LIBOR



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remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date;




     (g) the amounts in the Excess Funding Account exceed 30% of the sum of the “Adjusted Invested
Amounts” of all Series for three consecutive Collection Periods, after giving effect to any
payments to be made on each related Payment Date; or



     (h) the occurrence of an Event of Default with respect to Series 2011-1 and an acceleration of
the maturity of the Series 2011-1 Notes pursuant to Section 5.2 of the Indenture.


then, in the case of any event described in clauses (a) through (c) above that is continuing, after
any applicable grace period, either the Indenture Trustee or the Noteholders of a majority of the
Note Balance of the Series 2011-1 Notes by notice to the Depositors and the Servicer (and to the
Indenture Trustee if given by the Noteholders of Series 2011-1 Notes) may declare that an
Amortization Event with respect to the Series 2011-1 Notes (a “Series 2011-1 Amortization
Event”) has occurred as of the date of such notice, and, in the case of any event described in
clauses (d) through (h) above, a Series 2011-1 Amortization Event, will occur without any notice or
other action on the part of the Indenture Trustee or the Series 2011-1 Noteholders immediately upon
the occurrence of such event.




ARTICLE VII

SERIES FINAL MATURITY; FINAL PAYMENTS




     Section 7.1. Series Final Maturity.



     (a) The amount to be paid with respect to Series 2011-1 in connection with a reassignment of
the Sold Receivables pursuant to Section 2.3(c) or 6.1(a) of the Sale and Servicing Agreements will
be the Reassignment Amount for the first Payment Date following the Collection Period in which the
reassignment obligation arises under the Sale and Servicing Agreements. With respect to the
Reassignment Amount deposited into the Collection Account pursuant to Section 2.3(c) or 6.1(a) of
the Sale and Servicing Agreements or the proceeds from any liquidation of Collateral allocable to
Series 2011-1 pursuant to Section 5.6(c) of the Indenture, the Indenture Trustee will, in
accordance with the direction of the Servicer, no later than 11:00 a.m. (New York City time) on the
related Payment Date, make payments or distributions of the following amounts (in the priority set
forth below and, in each case after giving effect to any payments and distributions otherwise to be
made on such date) (i) the Note Balance of the Series 2011-1 Notes on such Payment Date will be
distributed to the Note Paying Agent for payment to the Noteholders of the Series 2011-1 Notes and
(ii) an amount equal to the Accrued Note Interest for such Payment Date, will be distributed to the
Note Paying Agent for payment to the Noteholders of the related Class of Series 2011-1 Notes on
such Payment Date.



     (b) Notwithstanding anything to the contrary in this Indenture Supplement, the Indenture or
the Sale and Servicing Agreements, (i) all amounts distributed to the Note Paying Agent pursuant to
Section 7.1(a) for payment to the Noteholders of the Series 2011-1 Notes will be deemed paid in
full to the Noteholders the Series 2011-1 Notes on the date on which such funds are distributed to
the Note Paying Agent pursuant to this Section 7.1(b) and will be deemed to be a final payment of
the Series 2011-1 Notes and (ii) if the amounts available for



31









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final payment to the Noteholders of the Series 2011-1 Notes and to the Noteholders of any other Series on any Payment Date are less
than the amount required to be so paid, the available amounts will be allocated to each Series
based on the respective amounts required to be paid to each such Series on such Payment Date.




ARTICLE VIII

MISCELLANEOUS PROVISIONS




     Section 8.1. Ratification of Agreement. As supplemented by this Indenture Supplement,
the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by
this Indenture Supplement is to be read, taken and construed as one and the same instrument.



     Section 8.2. Counterparts. This Indenture Supplement may be executed in any number of counterparts (and by different
parties on separate counterparts), each of which will be an original, but all of which will
constitute one and the same instrument.



     Section 8.3. GOVERNING LAW. THIS INDENTURE SUPPLEMENT AND EACH SERIES 2011-1 NOTE ARE
TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ITS CONFLICTS OF LAWS PRINCIPLES.



[Remainder of Page Intentionally Left Blank]



32









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EXECUTED BY:




	 	 	 	 	 
	 	FORD CREDIT FLOORPLAN MASTER OWNER
TRUST A, as Issuer

 	 
	 	By:  	U.S. BANK TRUST NATIONAL ASSOCIATION,
 	 
	 	 	not in its individual capacity, but solely as Owner Trustee 	 
	 	 	 
	 	By:  	                        /s/ Melissa A. Rosal
 	 
	 	 	Name:  	Melissa A. Rosal 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE BANK OF NEW YORK MELLON, not in its
individual capacity, but solely as Indenture Trustee, Securities
Intermediary and Bank

 	 
	 	By:  	/s/ Esther D. Antoine
 	 
	 	 	Name:  	Esther D. Antoine 	 
	 	 	Title:  	Senior Associate 	 
	 



[Signature Page to Series 2011-1 Indenture Supplement]



 









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Exhibit A




Form of Class [A/B/C/D] Note





     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THE HOLDER OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED
THAT EITHER (I) IT IS NOT, AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION
SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (A “SIMILAR
LAW”), OR (II) ITS ACQUISITION AND HOLDING OF THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN DOES NOT
CONSTITUTE AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE BY
REASON OF THE APPLICABILITY OF A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED
TRANSACTION RULES (OR, IF THE HOLDER IS SUBJECT TO ANY SIMILAR LAW, ITS ACQUISITION AND HOLDING OF
THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN DOES NOT CONSTITUTE AND WILL NOT RESULT IN A VIOLATION
OF SUCH SIMILAR LAW).



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	Registered
	 	$______________1
	No. [A-[__]/B/C/D]-__
	 	CUSIP No. [_____________]
	 
	 	ISIN No. [_____________]






FORD CREDIT FLOORPLAN MASTER OWNER TRUST A

SERIES 2011-1 ASSET BACKED NOTES, CLASS [A-[_]/B/C/D]




     Ford Credit Floorplan Master Owner Trust A (the “Trust” or the “Issuer”), a
Delaware statutory trust governed by the Second Amended and Restated Trust Agreement, dated as of
August 1, 2001, as amended and restated as of December 1, 2010, for value received, promises to pay
to CEDE & CO., or registered assigns, subject to the following provisions, the principal sum of
_____________________ Dollars, or such greater or lesser amount as determined in accordance with
the Indenture and the Indenture Supplement (each as defined on the reverse of this Class
[A-[__]/B/C/D] Note), on the February 2016 Payment Date (the “Series 2011-1 Final Maturity
Date”), except as otherwise provided below or in the Indenture or the Indenture Supplement.
Beginning on March 15, 2011 and on each subsequent Payment Date until the principal amount of this
Class [A-[__]/B/C/D] Note is paid in full, the Issuer will pay interest on the unpaid principal
amount of this Class [A-[__]/B/C/D] Note at an annual rate equal to [the sum of LIBOR and] [__]%
(the “Class [A-[__]/B/C/D] Note Interest Rate”), as determined pursuant to the Indenture
Supplement. Interest on this Class [A-[__]/B/C/D] Note will begin accruing from February 24, 2011
(the “Closing Date”) and will be payable in arrears on each Payment Date, computed on the
basis of a 360-day year [and the actual number of days elapsed] [consisting of twelve 30-day
months]. The principal of this Class [A-[__]/B/C/D] Note will be paid in the manner specified on
the reverse of this Class [A-[__]/B/C/D] Note.



     The principal of and interest on this Class [A-[__]/B/C/D] Note are payable in such currency
of the United States of America as at the time of payment is legal tender for payment of public and
private debts.



     Reference is made to the further provisions of this Class [A-[__]/B/C/D] Note set forth on the
reverse of this Class [A-[__]/B/C/D] Note, which will have the same effect as though fully set
forth on the face of this Class [A-[__]/B/C/D] Note.



     Unless the certificate of authentication on this Class [A-[__]/B/C/D] Note has been executed
by or on behalf of the Indenture Trustee, by manual signature, this Class [A-[__]/B/C/D] Note will
not be entitled to any benefit under the Indenture or the Indenture Supplement referred to on the
reverse of this Class [A-[__]/B/C/D] Note, or be valid for any purpose.





 




			
	1	 	Denominations of $100,000 and integral multiples of
$1,000 in excess thereof.




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     The Issuer has caused this Class [A-[__]/B/C/D] Note to be duly executed.



	 	 	 	 	 
	 	FORD CREDIT FLOORPLAN MASTER OWNER 
TRUST A, as Issuer

 	 
	 	By:  	U.S. BANK TRUST NATIONAL ASSOCIATION,
 	 
	 	 	not in its individual capacity, but solely as Owner Trustee 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: ________, _____




Indenture Trustee’s Certificate of Authentication





     This is one of the Class [A-[__]/B/C/D] Notes described in the within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

not in its individual capacity, but solely as Indenture
Trustee

 	 
	 	By:  	




 	 
	 	 	Responsible Person 	 



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FORD CREDIT FLOORPLAN MASTER OWNER TRUST A

SERIES 2011-1 ASSET BACKED NOTES, CLASS [A-[__]/B/C/D]



Summary of Terms and Conditions





     This Class [A-[__]/B/C/D] Note is one of a duly authorized issue of Notes of the Issuer,
designated as the Series 2011-1 Asset Backed Notes (the “Notes”), issued under the Second
Amended and Restated Indenture, dated as of August 1, 2001, as amended and restated as of December
1, 2010 (as amended and supplemented, the “Indenture”), between the Issuer and The Bank of
New York Mellon, as indenture trustee (the “Indenture Trustee”), as supplemented by the
Series 2011-1 Indenture Supplement, dated as of February 1, 2011 (the “Indenture
Supplement” and, together with the Indenture, the “Series Agreement”), and representing
the right to receive certain payments from the Issuer. The Notes are subject to all of the terms
of the Series Agreement. All terms used in this Class [A-[__]/B/C/D] Note that are defined in the
Series Agreement have the meanings specified in the Series Agreement. In the event of any conflict
or inconsistency between the Series Agreement and this Class [A-[__]/B/C/D] Note, the Series
Agreement controls.



     The Class [A-[__]] Notes, in an initial aggregate principal amount of $___________, the Class
[A-[__]/B] Notes, in an initial aggregate principal amount of $___________, the Class [B/C/D]
Notes, in an initial aggregate principal amount of $_____________, and the Class [C/D] Notes, in an
initial aggregate principal amount of $_____________ will also be issued under the Series
Agreement. The rights of the holders of the Class A-1 and Class A-2 Notes rank pari passu with
respect to payments of interest and principal. The rights of the holders of the [Class B/Class C
and] Class D Notes to receive payments on the [Class B/Class C and] Class D Notes are subordinate
to the rights of the holders of the Class A-1, Class A-2 [Class B and Class C] Notes to receive
payments as specified in the Series Agreement.



     The Noteholder, by its acceptance of this Class [A-[__]/B/C/D] Note, agrees that it will look
solely to the property of the Issuer allocated to the payment of the Notes for payment under this
Class [A-[__]/B/C/D] Note and under the Series Agreement and that neither the Issuer nor the
Indenture Trustee is liable to the Noteholders for any amount payable under the Notes or the Series
Agreement or, except as provided in the Series Agreement, subject to any liability under the Series
Agreement.



     This Class [A-[__]/B/C/D] Note does not purport to summarize the Series Agreement and
reference is made to the Series Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced by this Class [A-[__]/B/C/D] Note, and the rights,
duties and immunities of the Indenture Trustee.



     The initial Note Balance of this Class [A-[__]/B/C/D] Note is $_____________. The Note
Balance of this Class [A-[__]/B/C/D] Note on any date of determination will be an amount equal to
(a) the initial Note Balance of this Class [A-[__]/B/C/D] Note, minus (b) the aggregate amount of
principal payments made to the Noteholders of this Class [A-[__]/B/C/D] Note on or before such date.



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     The Expected Final Payment Date is the February 2014 Payment Date, but principal with respect
to the Class [A-[__]/B/C/D] Notes may be paid earlier or later under certain circumstances
described in the Series Agreement. Payments of principal of the Notes will be payable in
accordance with the Series Agreement.



     Subject to the terms and conditions of the Series Agreement, the Depositors may, from time to
time, direct the Owner Trustee, on behalf of the Issuer, to issue one or more new Series of notes.



     On each Payment Date, the Note Paying Agent will pay to each Class [A-[__]/B/C/D] Noteholder
of record on the related Record Date (except for the final payment in respect of this Class
[A-[__]/B/C/D] Note) such Class [A-[__]/B/C/D] Noteholder’s pro rata share of the amounts held by
the Note Paying Agent that are allocated and available on such Payment Date to pay interest and
principal on the Class [A-[__]/B/C/D] Notes pursuant to the Indenture Supplement. Except as
provided in the Series Agreement with respect to a final payment, payments to the Noteholders will
be made (a) (i) if such Noteholder has provided the Note Registrar appropriate instructions at
least five Business Days before such Payment Date and the aggregate original principal amount of
such Noteholder’s Class [A-[__]/B/C/D] Notes is at least $1,000,000, by wire transfer in
immediately available funds to the account of such Noteholder or (ii) by check mailed first class,
postage prepaid to each Noteholder (at such Noteholder’s address as it appears in the Note
Register), except that with respect to any Notes registered in the name of the nominee of the
Clearing Agency, such distribution will be made in immediately available funds and (b) without
presentation or surrender of any Note or the making of any notation on such note. Final payment of
this Class [A-[__]/B/C/D] Note will be made only upon presentation and surrender of this Class
[A-[__]/B/C/D] Note at the office or agency specified in the notice of final payment delivered by
the Indenture Trustee to the Noteholders in accordance with the Series Agreement.



     This Class [A-[__]/B/C/D] Note does not represent an obligation of, or an interest in, Ford
Credit Floorplan Corporation or Ford Credit Floorplan LLC (the “Depositors”), Ford Motor
Credit Company LLC, Ford Motor Company or any Affiliate of any of them and is not insured or
guaranteed by any governmental agency or instrumentality.



     Each Noteholder, by accepting a Note, covenants and agrees that it will not at any time
institute against the Issuer or the Depositors, or join in instituting against the Issuer or the
Depositors, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or
other proceedings under any United States federal or state bankruptcy or similar law.



     Except as otherwise provided in the Indenture Supplement, the Class [A-[__]/B/C/D] Notes are
issuable only in minimum denominations of $100,000 and integral multiples of $1,000. The transfer
of this Class [A-[__]/B/C/D] Note will be registered in the Note Register upon surrender of this
Class [A-[__]/B/C/D] Note for registration of transfer at any office or agency maintained by the
Note Registrar accompanied by a written instrument of transfer, in a form satisfactory to the
Indenture Trustee or the Note Registrar, duly executed by the Class [A-[__]/B/C/D] Noteholder or
such Noteholder’s attorney, and duly authorized in writing with such signature guaranteed, and upon
such surrender one or more new Class [A-[__]/B/C/D] Notes in



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any authorized denominations of like aggregate principal amount will be issued to the
designated transferee or transferees.




     As provided in the Series Agreement and subject to certain limitations forth in the Series
Agreement, Class [A-[__]/B/C/D] Notes are exchangeable for new Class [A-[__]/B/C/D] Notes in any
authorized denominations and of like aggregate principal amount, upon surrender of such Notes to be
exchanged at the office or agency of the Note Registrar. No service charge may be imposed for any
such exchange but the Issuer or Note Registrar may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with such exchange.



     The Issuer, the Depositors, the Indenture Trustee and any agent of the Issuer, the Depositors
or the Indenture Trustee will treat the person in whose name this Class [A-[__]/B/C/D] Note is
registered as the owner of this Class [A-[__]/B/C/D] Note for all purposes, and none of the Issuer,
the Depositors, the Indenture Trustee or any agent of the Issuer, the Depositors or the Indenture
Trustee will be affected by notice to the contrary.



     The holder of this Class [A-[__]/B/C/D] Note, by its acceptance of this Class [A-[__]/B/C/D]
Note, and the owner of a beneficial interest in this Class [A-[__]/B/C/D] Note, by its acceptance
of such beneficial interest, covenant and agree that (a) they will not at any time institute
against the Issuer or the Depositors, or join in instituting against the Issuer or the Depositors,
any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, the Indenture, the Indenture Supplement or any of the other
related transaction documents and (b) if any Depositor becomes a debtor or debtor in possession in
a case under any applicable United States federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect or otherwise subject to any insolvency, reorganization, liquidation,
rehabilitation or other similar proceedings, any claim that the holders of the Notes of any Series
may have at any time against the Issuer’s assets allocated in accordance with the Indenture to any
Series unrelated to such Notes, and any claim that the holders of such Notes have at any time
against the Depositors that they may seek to enforce against such Issuer’s assets allocated to any
unrelated Series, will be subordinate to the payment in full (including post-petition interest) of
the claims of the holders of any Notes of such unrelated Series and of the holders of any other
notes, bonds, contracts or other obligations relating to such unrelated Series.



     The holder of this Class [A-[__]/B/C/D] Note, by acceptance of this Class [A-[__]/B/C/D] Note,
and each holder of a beneficial interest therein, agree to treat the Class [A-[__]/B/C/D] Notes as
indebtedness of the Issuer for applicable United States federal, state and local income and
franchise tax purposes.



     THIS CLASS [A-[__]/B/C/D] NOTE IS TO BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER ARE TO BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



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Assignment




     Social Security or other identifying number of assignee________________________



     FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto



 






 





 





 


(name and address of assignee)


the within note and all rights under such note, and irrevocably constitutes and appoints
________________________________________, attorney, to transfer such note on the books kept for registration of
such note, with full power of substitution in the premises.




	 	 	 	 	 
	Dated:                        	                    	 1   
	 
	 	Signature Guaranteed: 	 
	 
	 	 	 





 




			
	1	 	NOTE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.




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Exhibit B




Form of Monthly Investor Report





B-1











 













Ford Credit Floorplan Master Owner Trust A

Monthly Servicing Report




			
	 	 	 
	Collection Period
	 	___/___/20___-___/___/20___
	Payment Date
	 	___/___/20___










	 	 	 	 	 
	Contents	 	Pages	 
	Trust Summary
	 	 	1 - 5	 
	20_-__
	 	 	6 - 8	 









Trust Summary




I. Principal Receivables




	 	 	 	 	 
	 	 	Trust Total
	A. Beginning Adjusted Pool Balance
	 	$	 	 
	 
	 	 	 	 
	B. Principal Collections
	 	$	 	 
	C. Principal Adjustments
	 	$	 	 
	D. Principal Reduction — Redesignated Accounts
	 	$	 	 
	E. Defaulted Receivables
	 	$	 	 
	F. New Principal Receivables
	 	$	 	 
	G. Principal Increase — Additional Accounts
	 	$	 	 
	H. Net Deposits / (Withdrawals) to the Excess Funding Account
	 	$	 	 
	 
	 	 	 	 
	Ending Adjusted Pool Balance (A-B-C-D-E+F+G+H)
	 	$	 	 
	 
	 	 	 	 
	Monthly Principal Payment Rate
	 	%	 	 






II. Interest Collections




	 	 	 	 	 
	 	 	Trust Total
	Gross Interest Collections
	 	$	 	 
	Interest Adjustments
	 	$	 	 
	Recoveries
	 	$	 	 
	Interest Earned on Collection Account
	 	$	 	 
	Interest Earned on Excess Funding Account
	 	$	 	 
	Interest Earned on Backup Servicer Reserve Account
	 	$	 	 
	 
	 	 	 	 
	Interest Collections
	 	$	 	 
	 
	 	 	 	 
	Memo: Monthly Yield      
	 	%	 	 






III. Principal Collections




	 	 	 	 	 
	 	 	Trust Total
	Principal Collections
	 	$	 	 






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Ford Credit Floorplan Master Owner Trust A

Monthly Servicing Report




			
	 	 	 
	Collection Period
	 	___/___/20___-___/___/20___
	Payment Date
	 	___/___/20___






IV. Series




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Beg of Period	 	 	 	 	 	End of Period	 	 	 	 	 	Payment Date
	 	 	Adjusted Invested	 	Increase/	 	Adjusted Invested	 	Increase/	 	Adjusted Invested
	Series	 	Amount	 	(Decrease)	 	Amount	 	(Decrease)	 	Amount
	20_-__
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	20_-__
	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	Depositor Amt.
	 	$	 	 	 	 	 	 	 	$	 	 	 	 	 	 	 	 	 	 
	Total
	 	$	 	 	 	 	 	 	 	$	 	 	 	 	 	 	 	 	 	 






V. Principal and Interest




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Floating Investor	 	Investor Principal	 	Investor Interest
	Series    	 	Percentage	 	Collections	 	Collections
	20_-__
	 	 	%	 	 	$	 	 	 	$	 	 
	20_-__
	 	 	%	 	 	$	 	 	 	$	 	 
	Depositor Pct.
	 	 	%	 	 	$	 	 	 	$	 	 
	 
	 	 	%	 	 	$	 	 	 	$	 	 
	Memo
	 	 	 	 	 	 	 	 	 	 	 	 
	Excess Depositor Percentage
	 	 	 	 	 	 	 	 	 	%	 	 
	Excess Depositor Collection
	 	 	 	 	 	$	 	 	 	$	 	 
	Depositor Servicing Fee
	 	 	 	 	 	 	 	 	 	$	 	 
	Depositor Backup Servicing fee
	 	 	 	 	 	 	 	 	 	$	 	 






VI. Redesignated Accounts — Reassigned




	 	 	 	 	 
	 	 	Trust Total
	Principal Reduction — Receivables relating to accounts
(including Performance Impaired
Accounts) that were reassigned by the Issuer to the Depositors
	 	$	 	 






VII. Excess Funding Account/Backup Servicer Reserve Account




	 	 	 	 	 

	Beginning Period Balance
	 	$	 	 
	Net Deposits / (Withdrawals)
	 	$	 	 
	Ending Period Balance
	 	$	 	 
	Determination Date balance before giving effect to Payment Date Cashflows
	 	$	 	 
	Determination Date balance after giving effect to Payment Date Cashflows
	 	$	 	 
	Backup Servicer Reserve Account
	 	$	 	 
	Memo
	 	 	 	 
	Excess Funding Account as a pct. of aggregate Adjusted Invested Amount
	 	%	 	 
	Interest earned on Excess Funding Account
	 	$	 	 






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Ford Credit Floorplan Master Owner Trust A

Monthly Servicing Report




			
	 	 	 
	Collection Period
	 	___/___/20___-___/___/20___
	Payment Date
	 	___/___/20___






VIII. Non-Conforming Receivables




	 	 	 	 	 
	 	 	Trust Total
	Ineligible Receivables
	 	$	 	 
	Dealer Overconcentration
	 	$	 	 
	Manufacturer Overconcentration (>6% of pool balance) a\
	 	$	 	 
	Manufacturer Overconcentration (2% to 6% of pool balance) b\
	 	$	 	 
	Used Vehicle Overconcentration c\
	 	$	 	 
	Medium and Heavy Truck Overconcentration
	 	$	 	 
	Development Dealer Overconcentration
	 	$	 	 
	Fleet Overconcentration
	 	$	 	 
	Non-Conforming Receivable Amount
	 	$	 	 
	 
	 	 	 	 
	Memo
	 	 	 	 
	Principal Receivables relating to Vehicles on Used Lines.
	 	$	 	 
	Principal Receivables relating to Vehicles on Used Lines as a pct. of Pool Bal.
	 	%	 	 
	Principal Receivables relating to AutoNation
	 	$	 	 
	Principal Receivables relating to AutoNation as a pct. of Pool Bal.
	 	%	 	 
	Principal Receivables relating to Development Dealers
	 	$	 	 
	Principal Receivables relating to Development Dealers as a pct. of Pool Bal.
	 	%	 	 
	Principal Receivables relating to Fleet
	 	$	 	 
	Principal Receivables relating to Fleet as a pct. of Pool Bal.
	 	%	 	 
	Principal Receivables relating to New and Used Medium Heavy Truck Lines
	 	$	 	 
	Principal Receivables relating to New and Used Medium Heavy Truck Lines as a pct. of Pool Bal.
	 	%	 	 
	Principal Receivables relating to Program Vehicles d\
	 	$	 	 
	Principal Receivables relating to Program Vehicles as pct of Pool Bal
	 	%	 	 








 




			
	a\	 	Non-Conforming Receivables Amount for Series with a 6% Manufacturer Overconcentration
Threshold (Series 20_-__, 20_-__)
	 
	b\	 	Non-Conforming Receivables Amount for Series with a 2% Manufacturer Overconcentration
Threshold (Series 20_-__, 20_-__)
	 
	c\	 	Includes receivables related to vehicles on Used Lines and Program Lines
	 
	d\	 	Primarily off-lease vehicles purchased by a dealer at a Ford Credit approved auction.
Program lines are separate from Used Lines





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Ford Credit Floorplan Master Owner Trust A

Monthly Servicing Report




			
	 	 	 
	Collection Period
	 	___/___/20___-___/___/20___
	Payment Date
	 	___/___/20___






IX. Subordination and Depositor Amount as of Determination Date




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subordinated Pct.	 	Incremental	 	Required
	 	 	 	 	 	 	times (Adj. Invested	 	Subordinated	 	Subordinated
	 	 	Subordinated	 	Amount minus EFA)	 	Amount	 	Amount
	Series	 	Pct.	 	(A)	 	(B)	 	(B)
	20_-__
	 	 	%	 	 	$	 	 	 	$	 	 	 	$	 	 
	20_-__
	 	 	%	 	 	$	 	 	 	$	 	 	 	$	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Required Pool Pct	 	 	 	 	 	 
	 	 	Required	 	minus 100% times	 	Required Depositor	 	 	 	 
	 	 	Subordinated	 	Initial Invested	 	Amount as of	 	 	 	 
	 	 	Amount	 	Amount	 	Determination Date	 	 	 	 
	Series	 	(C)	 	(D)	 	(C+D)	 	 	 	 
	20_-__
	 	$	 	 	 	$	 	 	 	$	 	 	 	 	 	 
	20_-__
	 	$	 	 	 	$	 	 	 	$	 	 	 	 	 	 
	Required Depositor Amount
	 	 	 	 	 	 	 	 	 	$	 	 	 	 	 	 
	Depositor Amount
	 	 	 	 	 	 	 	 	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Memo: Determination Date Pool Balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	 	 






X. Redesignation Notice




     Notice is hereby given, pursuant to Section 2.7(b)(i) of the Fifth Amended and Restated
Sale and Servicing Agreement dated as of December 1, 2010, that the redesignation of certain
Account and the reassignment of the Receivables and Related Security arising in connection with
such Accounts occurred on the Redesignation Date of __/__/20__, and a Redesignated Account Schedule
has been delivered to the Owner Trustee and the Indenture Trustee in accordance with the Sale and
Servicing Agreements.



	 	 	 	 	 	 	 
	 	 	 	 	Resesignated Accounts
	Depositor	 	Trust	 	Yes	 	No
	Ford Credit Floorplan Corporation

	 	Ford Credit Floorplan Master Owner Trust A	 	 	 	 
	Ford Credit Floorplan LLC

	 	Ford Credit Floorplan Master Owner Trust A	 	 	 	 






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Ford Credit Floorplan Master Owner Trust A

Monthly Servicing Report




			
	 	 	 
	Collection Period
	 	___/___/20___-___/___/20___
	Payment Date
	 	___/___/20___






XI. Early Amortization Declarations




	 	 	 	 	 
	 	 	Yes	 	No
	1. Breach of covenants or agreements made in the SSA, Indent. or Supp. and uncured for 60 days
	 	 	 	 
	 
	2. Failure to make any req. pmt. or deposit under SSA, Indent. or Supp. and uncured for 5 bus. days
	 	 	 	 
	 
	3. Breach of any rep. or warranty made in the SSA, Indent. or Supp. and uncured for 60 days
	 	 	 	 
	 
	4. Bankruptcy, insolvency or receivership of Ford Credit, FCFMOTA or Ford
	 	 	 	 
	 
	5. FCFMOTA is an investment company within the meaning of the ICA of 1940
	 	 	 	 
	 
	6. Failure of FCF Corp or FCF LLC to convey Receiv. pursuant to the SSA and uncured for 10 days
	 	 	 	 
	 
	7. Available Sub. Amt. is less than the Required Sub. Amt. and uncured for 5 days
	 	 	 	 
	 
	8. Servicer default or an event of default with respect to the outstanding notes has occurred
	 	 	 	 
	 
	9. Average monthly payment rate for the past three periods is less than 21%
	 	 	 	 
	 
	10. Excess Funding Acct. Bal. exceeds 30% of Outstanding Series Adj. Inv. Amts. for 3 periods
	 	 	 	 
	 
	 	 	 	 
	Memo
	 	 	 	 
	Additional statistical information regarding Ford Credit’s U.S. Dealer Floorplan portfolio and the Trust’s portfolio for the most recently available
quarter can be found on Ford Credit’s website at http://fordcredit.com/institutionalinvestments/jindex.html.







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Table of Contents





Ford Credit Floorplan Master Owner Trust A

Monthly Servicing Report




			
	 	 	 
	Collection Period
	 	__/__/20_-__/__/20__
	Payment Date
	 	__/__/20__










Series 20_-__ Summary




I. 20_-__ Origination Information




	 	 	 	 	 

	Date of Origination:
	 	 	                    , 20__	 
	Expected Final Maturity Date
	 	 	                    , 20__	 
	Final Maturity Date
	 	 	                    , 20__	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Beginning of Period	 	 	 	 	 	 	End of Period	 	 	 	 	 	 	Payment Date	 
	 	 	Adjusted Invested	 	 	Increase /	 	 	Adjusted	 	 	Increase /	 	 	Adjusted	 
	 	 	Amount	 	 	(Decrease)	 	 	Invested Amount	 	 	(Decrease)	 	 	Invested Amount	 
	Class __
	$	 	$	 	$	 	 	$	 	$	 
	Class __
	$	 	$	 	$	 	 	$	 	$	 
	Class __
	$	 	$	 	$	 	 	$	 	$	 






II. Series Allocations




	 	 	 	 	 

	Current Floating Investor Percentage
	%	 
	Investor Principal Collections
	$	 
	Principal Default Amounts
	$	 
	Investor Interest Collections
	$	 






III. Collections




Interest




	 	 	 	 	 

	Investor Interest Collections
	$	 
	Reserve Fund Investment Proceeds
	$	 
	Accumulation Period Reserve Account Release
	$	 
	Accumulation Period Reserve Account Investment Proceeds
	$	 
	Principal Funding Account Investment Proceeds
	$	 
	Excess Depositor Interest Allocation
	$	 
	 
	 	 	 	 
	Available Investor Interest Collections
	 	$	 	 
	Shared Interest Collections from Excess Interest Sharing Group One
	$	 
	Available Subordination Draw
	$	 
	Reserve Fund Draw
	$	 
	Reallocated Principal Allocations
	$	 
	 
	 	 	 	 
	Total Interest Collections
	 	$	 	 






Principal




	 	 	 	 	 

	Investor Principal Collections
	$	 
	Investor Default Amount, Investor Charge-Off and Reallocated Principal Collections
	$	 
	Shared Principal Collections from Principal Sharing Group One (Withdrawal from EFA)
	$	 
	Reserve Fund Draw
	$	 
	Available Investor Principal Collections
	 	$	 	 






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Ford Credit Floorplan Master Owner Trust A

Monthly Servicing Report




			
	 	 	 
	Collection Period
	 	__/__/20_-__/__/20__
	Payment Date
	 	__/__/20__






IV. Interest Calculations




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class __ Notes	 	 	Class __ Notes	 	 	Class __ Notes	 
	Original Principal Outstanding
	 	 	$	 	 	 	$	 	 	 	$	 
	LIBOR
	 	 	%	 	 	 	%	 	 	 	%	 
	Spread
	 	 	%	 	 	 	%	 	 	 	%	 
	Note Interest Rate
	 	 	%	 	 	 	%	 	 	 	%	 
	Days in Interest Period
	 	 	 	 	 	 	 	 	 	 	 	 
	Monthly Interest
	 	 	$	 	 	 	$	 	 	 	$	 






V. Available Investor Interest Collections Distribution Payments by Priority




	 	 	 	 	 

	Total Interest Amount
	 	$	 	 
	(1) Accrued Note Interest — Class __ Notes
	 	$	 	 
	(2) Accrued Note Interest — Class __ Notes
	 	$	 	 
	(3) Accrued Note Interest — Class __ Notes
	 	$	 	 
	(4) Unpaid Fees and Disbursements to Owner/Indenture Trustee up to a max of $150,000.00 per year
	 	$	 	 
	(5) Current and past due Back-up Servicing Fee or Servicing Fee if Ford Credit is no longer Servicer
	 	$	 	 
	(6) Investor Default Amount, to be added to Principal Collections
	 	$	 	 
	(7) Replenish Reserve Fund
	 	$	 	 
	(8) Investor Chargeoffs not previously reimbursed, to be added to Principal Collections
	 	$	 	 
	(9) Reallocated Principal Collections not previously reimbursed, to be added to Principal Collections
	 	$	 	 
	(10) Fund Accumulation Period Reserve Account
	 	$	 	 
	(11) Servicing Fees due Ford Credit
	 	$	 	 
	(12) Required Subordination Shortfall to be sent to holders of Depositor Interest
	 	$	 	 
	(13) Unpaid Fees and Disbursements to Owner/Indenture Trustee pursuant to clause (ii)
	 	$	 	 
	(14) Other Amounts due to Back-up Servicer or Successor Servicer
	 	$	 	 
	(15) Shared with other series in Excess Interest Sharing Group One
	 	$	 	 
	(16) Remainder released to holders of Depositor Interest
	 	$	 	 






VI. Available Investor Principal Collections Distribution Payments by Priority




	 	 	 	 	 

	Available Investor Principal Collections
	 	$	 	 
	Deposit to Principal Funding Account
	 	$	 	 
	Shared with other series in Principal Sharing Group One
	 	$	 	 
	Remainder released to holders of Depositor Interest
	 	$	 	 






VII. Subordination and Participation




	 	 	 	 	 

	Subordination Percentage
	 	%	 	 
	Incremental Subordinated Amount
	 	$	 	 
	Required Subordinated Amount
	 	$	 	 
	Required Pool Pct. minus 100% times Initial Invested Amount
	 	$	 	 
	Required Depositor Amount Series 20_-__
	 	$	 	 






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Ford Credit Floorplan Master Owner Trust A

Monthly Servicing Report




			
	 	 	 
	Collection Period
	 	__/__/20_-__/__/20__
	Payment Date
	 	__/__/20__






VIII. Distribution to Holders of Notes

(per $1,000 denomination note)




	 	 	 	 	 

	Total Amount Allocable to Principal Class __
	 	$	 	 
	Total Amount Allocable to Interest Class __
	 	$	 	 
	Total Amount Distributed to Class __
	 	$	 	 
	 
	 	 	 	 
	Total Amount Allocable to Principal Class __
	 	$	 	 
	Total Amount Allocable to Interest Class __
	 	$	 	 
	Total Amount Distributed to Class __
	 	$	 	 
	 
	 	 	 	 
	Total Amount Allocable to Principal Class __
	 	$	 	 
	Total Amount Allocable to Interest Class __
	 	$	 	 
	Total Amount Distributed to Class __
	 	$	 	 






IX. Reserve Fund




	 	 	 	 	 

	Beginning of Collection Period Balance
	 	$	 	 
	Reserve Fund Draw
	 	$	 	 
	Increases/(Decreases)
	 	$	 	 
	End of Collection Period Balance
	 	$	 	 
	Increases/(Decreases)
	 	$	 	 
	Payment Date Balance
	 	$	 	 






X. Memo Items




	 	 	 	 	 

	Excess Funding Amount Series 20_-__
	 	$	 	 
	Accumulation Period Reserve Account Balance
	 	$	 	 
	Controlled Accumulation Amount — This Period
	 	$	 	 
	Controlled Accumulation Amount — Cumulative
	 	$	 	 







8