##### Table of Contents



As
filed with the Securities and Exchange Commission on May 30, 2006
 
 Registration
Nos. 333-132560  333-132560-01
   SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 
 AMENDMENT
No. 2 TO FORM S-3
 
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 FORD CREDIT FLOORPLAN CORPORATIONFORD CREDIT FLOORPLAN LLC
 Depositors for the Trusts described herein  Exact names of Co-Registrants as specified in their respective charters
 Delaware
    
    38-2973806
    
    Delaware
    
    38-3372243(State of Incorporation)
    
    (I.R.S. Employer Identification No.)
    
    (State of Incorporation)
    
    (I.R.S. Employer Identification No.)One American Road
    
    
    
    One American RoadDearborn, Michigan
    
    
    
    Dearborn, Michigan(313) 594-3495
    
    48126
    
    (313) 594-3495
    
    48126(Address of Principal Executive Office of Co-Registrant)
    
    Zip Code
    
    (Address of Principal Executive Office of Co-Registrant)
    
    Zip Code
 
 SUSAN J. THOMAS
Ford Motor Credit Company
One American Road
Dearborn, Michigan 48126
(313) 594-9876  Name and Address of Agent for Service
 
 Copy to:  CHRISTOPHER J. DIANGELO
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
 
 Approximate date of commencement of proposed sale to the public:
 the following box.
o
 the following box.
þ
 o
 o
 o
 o
 
 CALCULATION OF REGISTRATION FEE
 Proposed Maximum
    
    
    Proposed MaximumTitle of Securities
    
    
    Amount to be
    
    
    Aggregate
    
    
    Aggregate
    
    
    Amount ofto be Registered
    
    
    Registered
    
    
    Price Per Unit(1)
    
    
    Offering Price(1)
    
    
    Registration Fee(2)Asset Backed Securities
    
    
    $
    5,000,000,000
    
    
    
    
    100
    %
    
    
    $
    5,000,000,000
    
    
    
    $
    535,000
 
 
 (1)
    
    Estimated solely for the purpose of calculating the registration fee.(2)
    
    $425,000 was previously paid in connection with the
registration of $1,700,000,000 of unsold securities by the
Co-Registrants under registration statement nos. 333-60756 and
333-60756-01 filed on June 26, 2001 and terminated on the
effective date of this filing, and is being offset against the total
filing fee due for this
Registration Statement pursuant to Rule 457(p) of the General Rules
and Regulations under the Securities Act of 1933, as amended. $107.00
was previously paid and $109,893 is paid herewith. 
 The Co-Registrants hereby amend this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Co-Registrants file a further amendment that
specifically states that this Registration Statement will thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration Statement becomes
effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.




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INTRODUCTORY NOTE
 
  
 2




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This prospectus supplement and the prospectus relate to an effective registration statement and
are not complete and may be changed. This prospectus supplement and the prospectus are not an
offer to sell these securities and we are not seeking an offer to buy these securities in any state
where the offer or sale is not permitted. [Form of Prospectus Supplement]
 SUBJECT TO COMPLETION, DATED __________
 Prospectus Supplement to Prospectus Dated __________, 2006
 
 $____________
Series __ [Fixed][Floating] Rate Asset Backed Notes
Ford Credit Floorplan Master Owner Trust A
 Ford Credit Floorplan CorporationFord Credit Floorplan LLC
    
    Ford Motor Credit CompanyDepositors
    
    Sponsor and Servicer
 Before you purchase any notes, be sure you understand the structure and the risks. You should
review carefully the risk factors beginning on page S-[___] of this prospectus supplement and on
page [___] of the prospectus.
 
 Principal
    
    
    
    
    
    
    Expected Final
    
    
    FinalThe issuing entity will issue:
    
    Amount
    
    
    Interest Rate
    
    
    Payment Date
    
    
    Maturity DateClass A notes
    
    $
    
    
    
    [one-month LIBOR+]__%Class B notes
    
    $
    
    
    
    [one-month LIBOR+]__%
 
    
    The primary assets of the issuing entity are a revolving pool of
receivables arising in connection with the purchase and financing by
motor vehicle dealers of their new and used car and light truck
inventory. A portion of the receivables will be held by the issuing entity
directly and the remainder will be held indirectly through a
participation interest in other floorplan assets.
 
    
    The issuing entity expects to issue the notes on ___in book-entry
form only.
 
    
    The issuing entity will pay interest on the notes on the 15th
day of each month (or, if not a business day, the next business
day). The first distribution date will be ___.
 
    
    The issuing entity expects to pay the outstanding principal of each class
of notes on the expected final payment date set forth above. No
principal will be paid on any class of notes prior to its expected
final payment date, unless an amortization event occurs.
 
    
    The series enhancement for the notes will be excess spread, [an
interest rate swap with ___], amounts on deposit in an
accumulation period reserve account, the subordination of a portion
of the transferor interest in the issuing entity[, amounts on deposit in a
reserve fund] and, for the Class A notes only, the subordination of
the Class B notes.
 
 Underwriting
    
    
    Proceeds to theThe pricing terms of the notes are:
    
    Price to Public(1)
    
    
    Discount
    
    
    Depositors(1), (2)Class A notes
    
    
    
    %
    
    
    
    %
    
    
    
    %Class B notes
    
    
    
    %
    
    
    
    %
    
    
    
    %Total
    
    $
    
    
    
    $
    
    
    
    $
 
 (1)
    
    [Plus accrued interest from ___](2)
    
    Before deducting expenses estimated to be
$___ Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined that this prospectus supplement
or the prospectus is accurate or complete. Any representation to the contrary is a
criminal offense
 [NAMES OF UNDERWRITERS]




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##### 



TABLE OF CONTENTS
 
 Reading this Prospectus Supplement and the Prospectus
    
    
    S-1Forward-Looking Statements
    
    
    S-1Transaction Structure Diagram
    
    
    S-2Transaction Parties and Documents Diagram
    
    
    S-3Summary
    
    
    S-4Risk Factors
    
    
    S-11Transaction Parties
    
    
    S-14The Depositors
    
    
    S-14The Issuing Entity or Trust
    
    
    S-14The Indenture Trustee
    
    
    S-14The Owner Trustee and Delaware Trustee
    
    
    S-14The Sponsor
    
    
    S-15The Servicer
    
    
    S-16The Trust Portfolio
    
    
    S-19Criteria for Selection of Eligible Accounts
    
    
    S-20Addition and Removal of Accounts
    
    
    S-20Statistical Information Regarding the Trust Portfolio
    
    
    S-21Static Pool Information Regarding the Trust Portfolio
    
    
    S-22Description of the Notes
    
    
    S-24General
    
    
    S-24Interest Payments
    
    
    S-25Principal Payments
    
    
    S-26Credit Enhancement and Other Enhancement
    
    
    S-29Amortization Events
    
    
    S-35Events of Default
    
    
    S-37Collection Account
    
    
    S-37Excess Funding Account
    
    
    S-37Principal Funding Account
    
    
    S-38Investor Percentages
    
    
    S-38Retention of Available Transferor Collections
    
    
    S-39Application of Collections
    
    
    S-40Investor Default Amount and Reallocated Principal Collections
    
    
    S-43Ineligible Receivables and Overconcentration Amounts
    
    
    S-44Groups
    
    
    S-45Servicing Compensation and Payment of Expenses
    
    
    S-46Optional Redemption or Clean Up Call Option
    
    
    S-46Reports to Noteholders
    
    
    S-46Transaction Fees and Expenses
    
    
    S-47Affiliations and Certain Relationships and Related Transactions
    
    
    S-47Material Federal Income Tax Consequences
    
    
    S-47ERISA Considerations
    
    
    S-48Underwriting
    
    
    S-48Legal Opinions
    
    
    S-49Index of Defined Terms in the Prospectus Supplement
    
    
    S-50Annex
A  Other Series Issued and Outstanding
    
    
    A-1




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READING THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS
   
    
    Transaction Structure Diagram illustrates the structure of this
securitization transaction, including the series enhancement available to the notes,
    
    Transaction Parties and Documents Diagram illustrates the role that each
transaction party and transaction document plays in this securitization transaction,
    
    Summary describes the main terms of the notes,
the assets of the issuing entity,
the cash flows in this securitization transaction and the series enhancement available
to the notes, and
    
    Risk Factors describes the most significant risks of investing in the
notes.
   
 FORWARD-LOOKING STATEMENTS
  S-1




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TRANSACTION STRUCTURE DIAGRAM
 The following chart provides a simplified overview of the structure of this securitization
transaction, the relations between the parties and the series enhancement available for the Series
___notes, you should read this prospectus supplement and the prospectus in their entirety for a
more detailed description of this securitization transaction.
 
 
 (1)
    
    [Under the interest rate swap agreement, on a net basis,
the issuing entity will pay an amount equal to one-twelfth of the product of
the outstanding
principal balance of the Series ___notes for the related
interest period times the lower of (1) the prime rate
minus ___% or
(2) one-month
LIBOR and receive the interest to be paid on the Series ___notes for that distribution date and receive the interest payable on the notes from
the swap counterparty.](2)
    
    The accumulation period reserve account will be funded prior to the start of the controlled amortization period in an amount
equal to
$[___], or [___]% of the initial principal balance of the notes.(3)
    
    The transferor interest will be held initially by the depositors and represents the interest in the trust assets not allocated to any series
of notes.
A portion of the transferor interest equal to the available subordinated amount is subordinated to the notes.(4)
    
    [The depositors will deposit $___into the reserve fund on the closing date. The amount that is required to be
maintained in the
reserve fund is [___]% of the adjusted invested amount of the Series ___notes, unless an amortization event occurs in which
case the reserve
fund required amount will increase.](5)
    
    The Class A notes will benefit from the subordination of the Class B notes. S-2




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##### Table of Contents



TRANSACTION PARTIES AND DOCUMENTS DIAGRAM
 The following chart shows the role of each transaction party and the obligations that are
governed by each transaction document in this securitization transaction. Forms of the documents
identified in this chart are included as exhibits to the registration statement filed with the SEC
that includes the prospectus.
 
 S-3




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SUMMARY
 
 This
summary describes the main terms of the notes, the assets of the
issuing entity, the cash flows in this
securitization transaction and the series enhancement available to the notes. It does not contain
all of the information that you should consider in making your investment decision. To understand
fully the terms of the notes, you should read this prospectus supplement and the prospectus,
especially Risk Factors beginning on page S-[___] of this prospectus supplement.
 
 Transaction
Overview
 
  
 Transaction Parties
 Sponsor, Servicer and Administrator
 Ford Credit
 Depositors
 FCF Corp FCF LLC
 Issuing Entity or Trust
  Indenture Trustee
  Owner Trustee
  Delaware Trustee
  [Swap Counterparty
  The Notes
 
  
 PrincipalAmount
    
    
    
    
Interest RateClass A notes
    
    $
    
    
    
    
    
    
    
    [LIBOR plus] ___%Class B notes
    
    $
    
    
    
    
    
    
    
    [LIBOR plus] ___%
 Form and Minimum Denomination
  Closing Date
 
 closing date
 
 Distribution Dates
 
 distribution date th
 
 Interest
 interest period
 For a more detailed description of interest payments on the notes, you should read Description of
the Notes  Interest Payments in this prospectus supplement
 Principal
 
  
 S-4




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Expected Final
    
    FinalPayment Date
    
    Maturity DateClass A notesClass B notes
  For a more detailed description of principal payments on the notes, you should read Description of
the Notes  Principal Payments in this prospectus supplement.
 Credit Enhancement and Other Enhancement
 
 series enhancement
 
 
  
 Excess Spread
 
  
 Subordination of the Transferor Interest
 
 available subordinated amount plus
 
 Reserve Fund
  Subordination of Class B Notes
  Accumulation Period Reserve Account
  [Interest Rate Swap Agreement
  
 
    
    the swap counterparty will pay to the issuing entity the interest
to be paid on the Series ___notes for that distribution date,
and
    
    the issuing entity will pay to the swap counterparty an amount
equal to one-twelfth of the product of the outstanding
principal balance of the Series ___notes for the related
interest period timesthe lower of (1) the prime rate minus
___% or (2) one-month LIBOR.
 
 S-5




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For a more detailed description of each of the forms of series enhancement described above, you
should read Description of the Notes  Credit Enhancement and Other Enhancement in this
prospectus supplement.
 
 Other
Interests in the Issuing Entity
 
 Other Series
 
  
 
 Description of the Notes  New Issuances
 
 Transferor Interest
 
 transferor
interest
 
 Trust A sets
 Statistical Calculation Date
 statistical calculation date
 Receivables
 
  Other Floorplan
Assets
 
  For more detailed information about the accounts and related receivables in the trust portfolio,
you should read The Trust Portfolio in this prospectus supplement.
 Other Floorplan Assets
  
    
    a participation interest in pooled participation receivables, and
    
    third-party financed in-transit receivables.
 
  
 S-6




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For more detailed information about other floorplan assets, you should read The Trust Portfolio 
Other Floorplan Assets in the prospectus.
 Excess Funding Account
 Series ___excess funding amount Description of the Notes Excess Funding Account
 Servicer
  
 Description of the
Notes Servicing Compensation and Payment of Expenses
 
 Allocation of Collections
 defaulted amount
  
 
    
    your series,
    
    other outstanding series of notes that the issuing entity has issued, and
    
    the transferor interest.
 
 
 pool balance
 
 For a more detailed description of the allocation calculations and the events that may lead to
these reductions, you should read Description of the Notes  Investor Percentages and  Investor
Default Amount and Reallocated Principal Collections in this prospectus supplement.
 Groups
 excess interest sharing group
one principal sharing group one
 For a more detailed description of these groups, you should read Description of the Notes 
Groups in this prospectus supplement.
 Application of Collections
 Interest Collections
  
    
    Class A Interest to pay interest due on the Class A
notes,
    
    Class B Interest to pay interest due on the Class B
notes,
    
    [Swap Payments to pay any amounts due to the swap
counterparty under the interest rate swap,]
    
    Successor Servicing Fee to pay the monthly servicing
fee for your series if Ford Credit or one of its affiliates is
no longer the servicer,
    
    Investor Default Amount to cover the investor default
amount for your series,
 S-7




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
    
    [Reserve Fund to fund the reserve fund up to the
reserve fund required amount,]
    
    Invested Amount Reimbursement due to Investor Charge-Offs
 to reimburse reductions in the invested amount for your
series resulting from investor charge-offs that have not been
previously reimbursed,
    
    Invested Amount Reimbursement due to Reallocated
Principal to reimburse reductions in the invested amount for
your series due to reallocated principal collections,
    
    Accumulation Period Reserve Account beginning on the
accumulation period reserve account funding date, to fund the
accumulation period reserve account up to the accumulation
period reserve account required amount,
    
    Servicing Fee to pay the monthly servicing fee for your
series if Ford Credit or one of its affiliates is the
servicer,
    
    Available Subordinated Amount to increase the available
subordinated amount up to the required subordinated amount,
    
    Excess Interest Sharing Group One to cover any
shortfalls for other series in excess interest sharing group
one, and
    
    Transferor Interest to the holders of the transferor
interest.
 For a more detailed description of these applications, you should read Description of the Notes 
Application of Collections  Payment of Interest, Fees and Other Items in this prospectus
supplement.
 Principal Collections
  
    
    Revolving Period.The revolving period for your series
begins on the closing date and ends on the day preceding the
date on which the controlled accumulation period or the early
amortization period begins. During the revolving period, no
principal will be paid to you or accumulated in the principal
funding account for your series. Instead, available investor
principal collections will be treated as shared principal
collections and made available to make required principal
distributions and deposits for other series in principal
sharing group one, and then paid to the holders of the
transferor interest to the extent not required to be deposited
into the excess funding account.
    
    Controlled Accumulation Period.The controlled
accumulation period for your series is scheduled to begin on
the first day of the ___collection period, but may
begin at a later date. During the controlled accumulation
period, available investor principal collections will be
deposited into the principal funding account up to the
controlled deposit amount. Any remaining available investor
principal collections will be treated as shared principal
collections and made available to make required principal
distributions and deposits for other series in principal
sharing group one, and then paid to the holders of the
transferor interest, to the extent not required to be
deposited into the excess funding account. On the expected
final payment date, the amounts on deposit in the principal
funding account will be paid first to the Class A noteholders
and then to the Class B noteholders.
    
    Early Amortization Period.If an amortization event
occurs, the early amortization period will begin. On each
distribution date during the early amortization period, (i)
available investor principal collections and (ii) available
transferor collections (in an amount not to exceed the
available subordinated amount) will be paid first to the Class
A noteholders and then to the Class B noteholders.
 For a more detailed description of these applications, you should read Description of the
Notes Application of Collections  Payment of Principal in this prospectus supplement.
 Amortization Events
 amortization events
 S-8




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##### Table of Contents



Description of the NotesAmortization
Events series amortization events
 
 
    
    either depositor fails to make required distributions or
deposits, violates other covenants and agreements or has made
representations that are materially incorrect, and any such
breach is not cured within a specified period,
    
    the occurrence of a servicer default that has a
significant adverse effect on the Series ___noteholders,
    
    the Class A or Class B notes are not paid in full on
their expected final payment date,
    
    the average monthly principal payment rate for three
consecutive collection periods is less than [___]%,
    
    the available subordinated amount falls below the
required subordinated amount for a period of five business
days,
    
    the amount on deposit in the excess funding account
exceeds [___]% of the sum of the adjusted invested amounts of
all outstanding series issued by the issuing entity for three
consecutive collection periods, and
    
    the Series ___notes are accelerated following an event of
default under the indenture.
 
 For a more detailed description of amortization events, you should read Description of the Notes 
Amortization Events in this prospectus supplement and in the prospectus.
 Events of Default
 
 Description of the
IndentureEvents of Default; Rights upon Event of Default
 
 
  
 For a more detailed description of the events of default, the application of funds and the rights
of noteholders and the indenture trustee following an event of default, you should read
Description of the Indenture  Events of Default; Rights upon Event of Default in the prospectus.
 Optional Redemption or Clean Up Call Option
 clean up call
 For a more detailed description of the clean up call, you should read Description of the Notes 
Optional Redemption or Clean Up Call Option in this prospectus supplement.
 Ratings
 rating agencies
 S&P
    

Moodys
    
    FitchClass A NotesClass B Notes
  Tax Status
  S-9




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
    
    the Series ___notes will be characterized as debt, and
    
    the issuing entity will not be classified as an association or publicly traded partnership taxable as a corporation.
 
 For additional information about the application of U.S. federal, state and local tax laws, you
should read Material Federal Income Tax Consequences in this prospectus supplement and the
prospectus and State and Local Tax Consequences in the prospectus.
 ERISA Considerations
  For additional information about the treatment of the notes under ERISA, you should read ERISA
Considerations in this prospectus supplement.
 Contact Information for the Depositors
 
 Contact Information for the Servicer
 
 CUSIP Numbers
 CUSIPClass A notesClass B notes
 S-10




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##### Table of Contents



RISK FACTORS
 In addition to the risk factors starting on page [___] of the prospectus, you should consider
the following risk factors in deciding whether to purchase the notes.
 Series enhancement is limited and if
exhausted could result in losses on
your notes
    
    Series enhancement for your notes
will be provided, in part, by excess
spread, the available subordinated
amount, [amounts on deposit in the
reserve fund] and, for the Class A
notes only, by subordination of the
Class B notes. The amount of this
series enhancement is limited and
may be reduced from time to time.
If the series enhancement for your
notes is exhausted, you are much
more likely to incur losses on your
notes.For more information about the
series enhancement for the Series
___notes, you should read
Description of the Notes  Credit
Enhancement and Other Enhancement
in this prospectus supplement.The Class B notes are subject to
greater credit risk because they are
subordinated to the Class A notes,
which could result in reduced or
delayed payments on the Class B
notes
    
    The Class B notes bear greater
credit risk than the Class A notes
because the Class B notes are
subordinated to the Class A notes
and will not be entitled to payments
of interest or principal on any
distribution date until the interest
or principal of the Class A notes
has been paid in full. In addition,
the Class B notes will incur
reductions in their invested amount
due to unfunded investor default
amounts before the Class A notes,
and will also incur reductions in
their invested amount due to
reallocated principal collections
used to fund shortfalls in interest
payments on the Class A notes. This
subordination could result in
reduced or delayed payments on the
Class B notes.For more information about the
subordination of the Class B notes,
you should read Description of the
Notes  Credit Enhancement and Other
Enhancement  Subordination of the
Class B Notes in this prospectus
supplement.Payment on the notes is dependent
upon Fords and Ford Credits
business prospects
    
    The receivables owned by the trust
primarily arise out of the financing
provided by Ford Credit to
Ford-franchised dealers. The level
of principal collections therefore
depends upon Fords continuing
ability to manufacture vehicles and
to maintain franchise dealer
relationships, and upon Ford
Credits ability to provide such
financing. Ford Credits ability to
compete in the current industry
environment will affect its ability
to generate new receivables and
could also affect payment patterns
on the receivables. Investors
should consider the ongoing business
prospects of Ford and Ford Credit in
deciding whether to purchase Series
___notes.For additional sources of
information about Ford and Ford
Credit, you should read Where You
Can Find More Information in the
prospectus.
 S-11




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Economic and social factors could
lead to slower sales and leases of
the vehicles, which could result in
accelerated, reduced or delayed
payments on your notes
    
    Payment of the receivables depends
primarily on the sale or lease of
the underlying vehicles by the
dealers. The level of sales and
leases of vehicles may change
because of a variety of economic and
social factors. Economic factors
include interest rates, unemployment
levels, the rate of inflation and
consumer perception of general
economic conditions. The use of
incentive programs (e.g.,
manufacturers rebate programs and
low-interest-rate financing) may
also affect sales and leases.
Social factors include consumer
perception of Ford-branded products
in the marketplace and consumer
demand for vehicles generally. We
cannot predict whether or to what
extent economic or social factors
will affect the level of sales and
leases. Any significant decline in
the level of sales or leases could
result in accelerated, reduced or
delayed payments on your notes.A decrease in the dealer repayment
rate could result in accelerated,
reduced or delayed payments on your
notes
    
    The payment of principal on your
notes will depend primarily on
dealer repayments of receivables.
Dealers are generally required to
repay a receivable upon the sale or
lease of the underlying vehicle.
The timing of these sales and leases
is uncertain, and we cannot assure
you that any particular pattern of
dealer repayments will occur. The
actual rate of accumulation of
principal in the principal funding
account and the amount of available
investor principal collections will
depend on such factors as the rate
of repayment and the rate of default
by dealers. Any significant decline
in the dealer repayment rate during
the controlled accumulation period
or the early amortization period for
your notes could result in reduced
or delayed payments on your notes.
Alternatively, if the average dealer
repayment rate for the three
preceding collection periods is less
than [___]%, an amortization event
will occur, which could result in
accelerated payments on your notes.An increase in the dealer repayment
rate and/or a decrease in the
generation of new receivables could
result in accelerated payments on
your notes
    
    If the dealer repayment rate during
the revolving period significantly
exceeds the rate at which new
receivables are generated  which
could occur as a result of an
increase in the rate of sale or
lease of the underlying vehicles or
a decrease in the generation of new
receivables, or both  principal
collections otherwise payable to the
holders of the transferor interest
will be accumulated in the excess
funding account in order to maintain
the net adjusted pool balance at a
specified level. However, if the
amounts on deposit in the excess
funding account exceed [___]% of the
sum of the adjusted invested amounts
of all outstanding series issued by
the trust for three consecutive
collection periods, an amortization
event will occur, which could result
in accelerated payments on your
notes.Increased losses could result in
accelerated, reduced or delayed
payments on your notes
    
    We cannot assure you that the
historical levels of losses
experienced by the trust or by Ford
Credit on its U.S. dealer floorplan
portfolio are predictive of future
performance of the trusts
receivables. Losses could increase
significantly for various reasons,
including changes in the local,
regional or national economies or
due to other events. Any
significant increase in losses on
the receivables could result in
accelerated, reduced or delayed
payments on your notes.
 S-12




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Geographic concentration may
increase risk of accelerated,
reduced or delayed payments on your
notes
    
    As of the statistical calculation
date, approximately ___% of the
outstanding receivables in the trust
portfolio relate to dealer showrooms
located in ___, ___,
___and___. No other state
accounted for more than 5% of the
outstanding receivables in the trust
portfolio as of the statistical
calculation date. Adverse economic
conditions or other factors
affecting these states could result
in reductions and delays in payments
on the receivables relating to
dealer showrooms located in these
states. Any such reductions or
delays in payments on the
receivables could cause accelerated,
reduced or delayed payments on your
notes.For additional details about the
geographic distribution of the trust
portfolio, you should read The
Trust Portfolio  Statistical
Information Regarding the Trust
Portfolio in this prospectus
supplement.You may not receive your principal
on the expected payment date because
of other series being in or entering
into an accumulation or amortization
period
    
    If your series were to enter the
controlled accumulation period or
the early amortization period while
another series in principal sharing
group one was either in an
accumulation or amortization period
or were to enter an accumulation or
amortization period before the
principal amount of your notes is
reduced to zero, available investor
principal collections from that
series may not be available to make
payments on your notes. As a
result, the principal payments on
your notes may be reduced and final
payment of the principal of your
notes may be delayed. Also, the
shorter the controlled accumulation
period for the notes of your series,
the greater the likelihood that
payment in full of the notes of your
series on the expected final payment
date will depend on available
investor principal collections from
other series in principal sharing
group one to make principal payments
on your notes.[If the interest rate swap
terminates or the swap counterparty
is downgraded, you may receive
accelerated, reduced or delayed
payments on your notes.]
    
    [The receivables pay interest at a
variable rate based on the prime
rate. Your notes bear interest at a
variable rate based on LIBOR. If
the prime rate is lower than LIBOR,
the amount of available investor
interest collections may be
insufficient to fund all interest
payable on your notes. So long as
the interest rate swap remains in
effect, the Series ___noteholders
will not be exposed to the basis
risk between these rates. However,
if the interest rate swap were
terminated, if the swap counterparty
is downgraded or if either party to
the agreement were to fail to
perform its obligations under the
agreement for any reason, an
amortization event could occur,
which could result in accelerated,
reduced or delayed payments on your
notes. The trust could also owe the
swap counterparty a substantial
payment if the interest rate swap is
terminated.For additional information about the
interest rate swap and the swap
counterparty, you should read
Description of the Notes  Credit
Enhancement and Other Enhancement
The Interest Rate Swap in this
prospectus supplement.]
 S-13




---



##### Table of Contents



TRANSACTION PARTIES
 The following information identifies certain transaction parties for this securitization
transaction. For a description of the other transaction parties, and a description of the rights
and responsibilities of all transaction parties, you should read The Sponsor and Servicer, The
Depositor, The Issuing Entity, The Indenture Trustee and The Owner Trustee in the
prospectus.
 
 The Depositors
  
 The Issuing Entity or Trust
   Principal AmountSeries _________
    
    $
    _________Series _________
    
    $
    _________Series _________
    
    $
    _________Series _________
    
    $
    _________Total
    
    $
    _________
 
 The Indenture Trustee
 corporate trust office th
 For a description of the duties and responsibilities of the indenture trustee, you should read
The Indenture Trustee in the prospectus.
 
 The Owner Trustee and Delaware Trustee
  S-14




---



##### Table of Contents



For a description of the duties and responsibilities of the owner trustee and Delaware
Trustee, you should read The Owner Trustee in the prospectus.
 
 The Sponsor
 
  
 Ford Credits U.S. Dealer Floorplan Portfolio
 
 Year ended___
months ended___,
    
    
    December 31,2006
    
    
    2005
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001(Dollars in Millions)Average principal
receivables balance
(1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
 
 
 (1)
    
    Beginning in 2002, average principal receivables balance is the average of
the monthly average principal balances (based on daily balances) for the period indicated.
Prior to 2002, average principal receivables balance is the average of the monthly average
principal balances (based on beginning and ending balances) for the period indicated. Material Changes to Origination and Underwriting Policies and Procedures
    S-15




---



##### Table of Contents



For more information about Ford Credits origination and underwriting policies and procedures,
you should read The Sponsor and Servicer in the prospectus.
 
 The Servicer
  Ford Credits U.S. Dealer Floorplan Portfolio
  Loss Experience.
 For more information about the financial assistance provided by Ford to dealers, you should
read The Sponsor and Servicer  Servicing and Dealer Relations  Relationship with Ford and Other
Manufacturers in the prospectus. For more information about the non-vehicle related security, you
should read The Sponsor and Servicer  Origination and Underwriting  Security Interests in
Vehicles and Non-Vehicle Related Security and Description of the Agreements  Sale and Transfer
of Assets in the prospectus.
 S-16




---



##### Table of Contents



Loss Experience of Ford Credits U.S. Dealer Floorplan Portfolio
 Year ended___
months ended ___,
    
    
    December 31,2006
    
    
    2005
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001(Dollars in Millions)Average principal receivables
balance (1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $Net losses (recoveries)(2)Liquidations(3)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $Net losses/liquidations
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Net losses/average principal
receivables balance(4)
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
 
 (1)
    
    Beginning in 2002, average principal receivables balance is the average of
the monthly average principal balances (based on daily balances) for the period indicated.
Prior to 2002, average principal receivables balance is the average of the monthly average
principal balances (based on beginning and ending balances) for the period indicated.(2)
    
    Net losses in any period are gross losses less any recoveries for such period.
Recoveries include amounts received from any related security in addition to the underlying
vehicles.(3)
    
    Liquidations represent monthly cash payments and charge-offs that reduce the
outstanding principal balance of a receivable.(4)
    
    For the non-annual periods, the percentages are annualized. Age Distribution Experience. in-transit period
 For more information about the in-transit period, you should read The Sponsor and Servicer 
Origination and Underwriting  Origination of Receivables in the prospectus.
 Age Distribution of Ford Credits U.S. Dealer Floorplan Portfolio
 Year ended___  months ended ___,

    
    December 31,Days Outstanding
    
    2006
    
    2005
    
    2005
    
    2004
    
    2003
    
    2002
    
    20011 - 120
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %121 - 180
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %181 - 270
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Over 270
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
 Principal Payment Rate Experience. divided by Loss Experience
 S-17




---



##### Table of Contents



Monthly Principal Payment Rates of Ford Credits U.S. Dealer Floorplan Portfolio
 ___ months ended
    
    Year ended____,
    
    December 31,2006
    
    2005
    
    2005
    
    2004
    
    2003
    
    2002
    
    2001Highest month
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Lowest month
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Average of the
months in the
period
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
 Dealer Risk Rating Distribution Experience.
 For
more information on Ford Credits dealer risk ratings, you
should read The Sponsor and
Servicer  Origination and Underwriting  Credit Underwriting Process; Dealer Risk Rating in the
prospectus.
 Dealer Risk Rating Distribution of Ford Credits U.S. Dealer Floorplan Portfolio
 
 DealerRiskRating
    
    ___ months ended
    
    Year endedGroup
    
    ______ ,
    
    December 31,2006
    
    2005
    
    2005
    
    2004
    
    2003Principal
    
    
    
    
    
    Principal
    
    
    
    
    
    Principal
    
    
    
    
    
    Principal
    
    
    
    
    
    PrincipalNumber of
    
    receivables
    
    Number of
    
    receivables
    
    Number of
    
    receivables
    
    Number of
    
    receivables
    
    Number of
    
    receivablesAccounts
    
    outstanding
    
    Accounts
    
    outstanding
    
    Accounts
    
    outstanding
    
    Accounts
    
    outstanding
    
    Accounts
    
    outstandingI
    
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %II
    
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %III
    
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %IV
    
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Other(1)
    
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
 
 (1)
    
    Includes dealers that either have no dealer risk rating or
have a dealer risk rating based on Ford Credits previous risk rating model, because Ford Credit has ceased to provide floorplan financing for such dealer or Ford Credit only provides in-transit financing for such dealer. 
 Material Changes to Servicing Policies and Procedures
  For more information about Ford Credits servicing policies and procedures, you should read
The Sponsor and Servicer in the prospectus.
  S-18




---



##### Table of Contents



S&P
    
    

Moodys
    
    
    Fitch
    
    
    DBRSShort-term debt ratingsLong-term debt ratingsOutlook
  For more information about how Ford Credits ratings and other factors affect the timing of
deposits into the collection account, you should read Description of the NotesApplication of
Collections in the prospectus.
 
 THE TRUST PORTFOLIO
  
    
    receivables, called classic floorplan receivables, representing dealer
payment obligations arising from the dealers financing of its purchases of vehicles,
including dealer payment obligations in respect of the in-transit period for
Ford-manufactured vehicles, and for which Ford Credit will be the dealers finance
source, and
    
    receivables, called third-party financed in-transit receivables,
representing dealer payment obligations in respect of the in-transit period for
Ford-manufactured vehicles, but for which Ford Credit will not be the dealers finance
source.
    For more information about other floorplan assets, you should read The Trust Portfolio 
Other Floorplan Assets in the prospectus.
 S-19




---



##### Table of Contents



Criteria for Selection of Eligible Accounts
 Description
of the Agreements  Eligible Accounts e.g.,
  Alaska
    
    Arizona
    
    California
    
    Colorado
    
    HawaiiIdaho
    
    Illinois
    
    Kansas
    
    Minnesota
    
    MontanaNebraska
    
    Nevada
    
    New Mexico
    
    North Dakota
    
    OklahomaOregon
    
    South Dakota
    
    Texas
    
    Utah
    
    WashingtonWisconsin
    
    Wyoming
   Alabama
    
    Arkansas
    
    Connecticut
    
    Delaware
    
    FloridaGeorgia
    
    Indiana
    
    Iowa
    
    Kentucky
    
    LouisianaMaine
    
    Maryland
    
    Massachusetts
    
    Michigan
    
    MississippiMissouri
    
    New Hampshire
    
    New Jersey
    
    New York
    
    North CarolinaOhio
    
    Pennsylvania
    
    Rhode Island
    
    South Carolina
    
    TennesseeVermont
    
    Virginia
    
    West Virginia
   
 Addition and Removal of Accounts
 Criteria for
Selection of Eligible Accounts Description of the Agreements  Additional Designated Accounts
  S-20




---



##### Table of Contents



Description of the Agreements  Redesignation of Accounts
 plus minus
 For a general description of the receivables and interests in other floorplan assets in the
trust, you should read The Trust Portfolio in the prospectus.
 
 Statistical Information Regarding the Trust Portfolio
  Key Statistics for the Trust Portfolio
  
 
    
    There were ___ designated accounts and the total outstanding balance of
principal receivables arising in these accounts was $ .
    
    The average outstanding balance of principal receivables per designated
account was $ .
    
    The weighted average spread over the prime rate charged on the principal
receivables was ___% per annum. [This percentage was
calculated for all dealers on the
basis of the new vehicle base rate of prime plus___% per annum and the used vehicle
base rate of prime plus___% per annum and for Ford on the basis of the adjustment fee
rate of prime plus___% per annum, although the
spread over the prime rate may actually be a smaller amount, or a
negative amount, for dealers of specified manufacturers, such as
Jaguar, Land Rover and Volvo.]
    
    The dealer overconcentration amount was [zero] [$ ].
    
    The total outstanding balance of ineligible principal
receivables was [zero] [$ ].
    
    The total outstanding balance of principal receivables relating to accounts that
have been designated as status for longer than 31 days was [zero][$].
 
  S-21




---



##### Table of Contents



[Status Distribution of the Trust Portfolio
as of the Statistical Calculation Date
 
 Percentage of Total
    
    
    
    
    
    
    Percentage ofNumber of Days
    
    
    
    
    Principal
    
    
    Number of
    
    
    Total Number ofsince "Status"
    
    Principal Receivables
    
    
    Receivables
    
    
    Designated
    
    
    DesignatedDeclaration
    
    Outstanding
    
    
    Outstanding
    
    
    Accounts
    
    
    Accounts[0
 30]
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %[31  60]
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %[61  90]
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %[91  120]
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %[121  150]
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %[151  180]
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %Total
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %]
 
 Geographic Distribution of the Trust Portfolio
as of the Statistical Calculation Date
 Percentage of Total
    
    
    
    
    
    
    Percentage ofPrincipal
    
    
    Number of
    
    
    Total Number ofPrincipal Receivables
    
    
    Receivables
    
    
    Designated
    
    
    DesignatedState(1)
    
    Outstanding
    
    
    Outstanding
    
    
    Accounts
    
    
    Accounts[ __]
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %[ __]
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %[ __]
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %[ __]
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %Other(2)
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %Total
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %
 
 (1) Based on the locations of the related dealer showrooms.(2) No other state included represents more than 5.0% of the outstanding
principal receivables owned by the trust. Account Balance Distribution of the Trust Portfolio
as of the Statistical Calculation Date
 Percentage of
    
    
    
    
    
    
    Percentage ofTotal Principal
    
    
    Number of
    
    
    Total NumberPrincipal Receivables
    
    
    Receivables
    
    
    Designated
    
    
    of DesignatedRange of Account Balances
    
    Outstanding
    
    
    Outstanding
    
    
    Accounts
    
    
    Accounts$999,999.99 or lower
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %From $1,000,000.00 to
$2,499,999.99
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %From $2,500,000.00 to
$4,999,999.99
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %From $5,000,000.00 to
$7,499,999.99
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %From $7,500,000.00 to
$9,999,999.99
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %$10,000,000.00 or higher
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %Total
    
    $
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %
 
 Static Pool Information Regarding the Trust Portfolio
  
 Loss Experience. status
 
 S-22




---



##### Table of Contents



status Description of the Agreements  Redesignation of Accounts
 
 For information on the losses experienced by Ford Credit on its U.S. dealer floorplan
portfolio generally, you should read The Servicer  Ford Credits U.S. Dealer Floorplan Portfolio
 Loss Experience in this prospectus supplement.
 Loss Experience of the Trust Portfolio
 
 ___ months ended
    
    Year ended_______,
    
    December 31,2006
    
    2005
    
    2005
    
    2004
    
    2003
    
    2002
    
    2001(1)(Dollars in Millions)Average principal receivables
balance(2)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $Net losses (recoveries)(3)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $Net
losses/average principal receivables
balance(4)
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
 
 
 
 (1)
    
    The initial pool of receivables was acquired by the trust on August 1, 2001.(2)
    
    Average principal receivables balance is the average of the monthly average
principal balances (based on beginning and ending balances) for the
period indicated.(3)
    
    Net losses in any period are gross losses less any recoveries for such period.
Recoveries include amounts received from any related security in addition to the underlying
vehicles.(4)
    
    For the non-annual periods, the percentages are annualized. 
 Age Distribution xperience.
 For more information about the in-transit period, you should read The Sponsor and Servicer 
Origination and Underwriting  Origination of Receivables in the prospectus.
 Age Distribution of the Trust Portfolio
 
 ___ months ended
    
    Year ended______,
    
    December 31,Days Outstanding
    
    2006
    

    20051 - 120
    
    
    
    %
    
    
    
    %121 - 180
    
    
    
    %
    
    
    
    %181 - 270
    
    
    
    %
    
    
    
    %Over 270
    
    
    
    %
    
    
    
    %
 
 Principal Payment Rate Experience. divided by
 S-23




---



##### Table of Contents



Monthly Principal Payment Rates of the Trust Portfolio
 ___ months ended
    
    Year ended_____,
    
    December 31,2006
    
    2005
    
    2005
    
    2004
    
    2003
    
    2002
    
    2001(1)Highest month
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Lowest month
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Average of the
months in the
period
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
 
 (1)
    
    The initial pool of receivables was acquired by the trust on August 1,
2001. Dealer Risk Rating Distribution Experience.
 For
more information on Ford Credits dealer risk ratings, you
should read The Sponsor and
Servicer  Origination and Underwriting  Credit Underwriting Process; Dealer Risk Rating in the
prospectus.
 Dealer Risk Rating Distribution of the Trust Portfolio
 
 DealerRiskRating
    
    _____ months ended
    
    Year endedGroup
    
    ____,
    
    December 31,2006
    
    2005
    
    2005
    
    2004
    
    2003Principal
    
    
    
    
    
    Principal
    
    
    
    
    
    Principal
    
    
    
    
    
    Principal
    
    
    
    
    
    PrincipalNumber of
    
    receivables
    
    Number of
    
    receivables
    
    Number of
    
    receivables
    
    Number of
    
    receivables
    
    Number of
    
    receivablesAccounts
    
    outstanding
    
    Accounts
    
    outstanding
    
    Accounts
    
    outstanding
    
    Accounts
    
    outstanding
    
    Accounts
    
    outstandingI
    
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %II
    
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %III
    
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %IV
    
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Other(1)
    
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
 
 
 
 (1)
    
    Includes dealers that either have no dealer risk rating or
have a dealer risk rating based on Ford Credits previous risk rating model, because Ford Credit has ceased to provide floorplan financing for such dealer or Ford Credit only provides in-transit financing for such dealer. 
 
 DESCRIPTION OF THE NOTES
 The
following is a summary of the material provisions of the terms of the
Series ___ notes and
the transaction documents. The following is not a complete description of all of the provisions of
the notes or the transaction documents. For more information about the notes and the transaction
documents, you should read the prospectus and the forms of the indenture, the indenture supplement,
the transfer and servicing agreement, the receivables purchase agreement and the trust agreement
that are included as exhibits to the registration statement relating to the notes filed with the
Securities and Exchange Commission that includes the prospectus..
 
 General
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For additional information on the form of the notes, you should read Description of the Notes
 General,  Book-Entry Registration and  Definitive Notes Only in Limited Circumstances in
the prospectus.
 
 Interest Payments
 plus plus
 LIBOR
determination date
  record date
   (1)
    
    excess interest collections available for your series from other series in
excess interest sharing group one,(2)
    
    available transferor collections retained in the collection account, but only
to the extent of the available subordinated amount,[(3)
    
    amounts on deposit in the reserve fund,] and(4)
    
    reallocated principal collections.
 For a more detailed description of the application of collections and other funds on each
distribution date, you should read  Application of Collections  Payment of Interest, Fees and
Other Items below
 S-25




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##### Table of Contents



Principal Payments
   Revolving Period
 Application of Collections  Payment of Principal Excess Funding Account
 Controlled Accumulation Period
 Postponement of Controlled Accumulation Period
 (1)
    
    the end of the collection period preceding the distribution date on which the
aggregate principal balance of the Series ___ notes will be paid in full, and(2)
    
    the day before the date on which the early amortization period begins.
  controlled deposit
amount plus controlled accumulation amount  Postponement of Controlled Accumulation Period
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##### Table of Contents



(1)
    
    the controlled deposit amount for that distribution date (after giving effect
to any deposits made from the Series ___ excess funding amount), and(2)
    
    the adjusted invested amount before any deposits on that date.
 Application of Collections  Payment of Principal Excess Funding Account
  Postponement of Controlled Accumulation Period.
   Early Amortization Period
  (1)
    
    the end of the collection period preceding the distribution date on which the
aggregate principal balance of the Series ___ notes will be paid in full, and
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##### Table of Contents



(2)
    
    the final maturity date.
  Application of Collections  Payment of Principal
 For a discussion of the events that might lead to the commencement of the early amortization
period, you should read  Amortization Events below.
 
 Credit Enhancement and Other Enhancement
  Excess Spread
  Available Subordinated Amount
 Application of Collections  Payment of Interest, Fees and Other
Items Retention of Available
Transferor Collections Principal Payments Early
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##### Table of Contents



Amortization Period
 Application of Collections 
Payment of Interest, Fees and Other Items
 Ineligible Receivables and
Overconcentration Amounts
 available subordinated amount plus
 (1)
    
    the required subordinated amount for that determination date, and(2)
    
    an amount equal to:
 
    
    the available subordinated amount for the prior determination date,
minus
    
    the amount of any available transferor collections used to cover
shortfalls of the required distributions and deposits to be made on the related
distribution date, as described below under  Application of Collections 
Payment of Interest, Fees and Other Items, minus
    
    the amount of the available subordinated amount reallocated to the
invested amount in order to avoid a reduction in the invested amount due to the
unfunded investor default amount or reallocated principal collections, as
described below under  Investor Default Amount and Reallocated Principal
Collections, plus
    
    the amount of any available investor interest collections available
to be paid to the holders of the transferor interest to increase the available
subordinated amount, as described below under  Application of Collections 
Payment of Interest, Fees and Other Items, minus
    
    the incremental subordinated amount for the prior determination date, plus
    
    the incremental subordinated amount for the current determination date, minus
    
    the subordinated percentage of the increase in the Series ___ excess
funding amount since the prior distribution date to the succeeding distribution
date, plus
    
    the subordinated percentage of the decrease in the Series ___ excess
funding amount since the prior distribution date to the succeeding distribution
date, plus
    
    any increases made by the depositors, as described in the following
paragraph.
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required subordinated amount
 (1)
    
    the greater of (a) zero and (b) the product of (i) the subordinated
percentage, times(ii) the excess of the adjusted invested amount overthe Series 
excess funding amount (after giving effect to any changes in such amount on such
date), plus(2)
    
    the incremental subordinated amount for such date.
 subordinated percentage   divided by over subordination factor
 incremental subordinated amount
 (1)
    
    a fraction:
 (a)
    
    the numerator of which is the greater of (i) zero and (ii) an amount
equal to (I) the adjusted invested amount as of the related distribution
date (after giving effect to any changes to be made in such amount on such
distribution date), plus(II) the product of the initial invested amount
multiplied by the excess of the required pool percentage over 100%, plus
(III) the required subordinated amount on that date (without giving effect
to the incremental subordinated amount), minus(IV) the Series ___excess
funding amount as of that date (after giving effect to any changes in such
amount on such date), and
 (b)
    
    the denominator of which is the pool balance as of that determination
date, times
 (2)
    
    the non-conforming receivable amount on that determination date, which
equals the excess of (i) the aggregate amount of ineligible principal receivables and
dealer, manufacturer, PRIMUS and used vehicle overconcentrations for such
determination date, over(ii) the aggregate amount of ineligible principal receivables
contributing to dealer, manufacturer, PRIMUS and used vehicle overconcentrations that,
in each case, became defaulted receivables during the period beginning on the prior
determination date and ending on the day before the current determination date.
 [Reserve Fund
 Application
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##### Table of Contents



of Collections  Payment of Interest, Fees and Other Items
 reserve fund required amount
  Application of Collections  Payment of Interest, Fees and Other Items
   Subordination of Class B Notes
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Application of Collections  Payment of Interest, Fees and Other
Items
 For more information about reallocated principal collections, you should read  Investor
Default Amount and Reallocated Principal Collections below.
 Accumulation Period Reserve Account
  accumulation period reserve account funding date accumulation period reserve account
required amount  Application of Collections Payment of Interest, Fees
and Other Items
   (1)
    
    the amount on deposit in the accumulation period reserve account (excluding net
investment earnings), and(2)
    
    [the accumulation period reserve draw amount for that distribution date,
which is the excess of (a) one-twelfth of the product of (i) the amount in the
principal funding account (excluding net investment earnings) as of the preceding
distribution date, after giving effect to any deposits on that distribution date, times
(ii) [one-month LIBOR plus] [___]%, over(b) the portion of available investor interest
collections for that distribution date constituting net investment earnings from [the
reserve fund,] the principal funding account and the accumulation period reserve
account for that distribution date.]
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##### Table of Contents



(1)
    
    the first distribution date with respect to the early amortization period,(2)
    
    the payment in full of the Series ___notes, and(3)
    
    the final maturity date.
  [The Interest Rate Swap Agreement
 
  
    
    the swap counterparty will pay to the trust the interest to be paid on the
Series ___notes for that date, and
    
    the trust will pay to the swap counterparty an amount equal to one-twelfth
of the product of the outstanding principal balance of the Series ___notes for the
related interest period timesthe lower of (1) the prime rate minus___% or (2)
one-month LIBOR.
 Application of Collections  Payment of Interest, Fees and Other
Items
   Rating Withdrawal or Downgrade of Swap Counterparty.
 (1)
    
    to use its best efforts to arrange for its obligations under the interest rate
swap agreement to be transferred to an appropriate person having at least a rating of
[___], [___] (if rated by Fitch) and
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[___] (or its equivalent) by each rating agency
rating the Series ___notes in order to maintain the ratings of the Series ___notes at
their current ratings, or
 (2)
    
    to enter into an arrangement acceptable to each rating agency in order to
maintain the ratings of the Series ___notes at their current ratings.
 th
 Termination of the Interest Rate Swap Agreement.
 (1)
    
    at the option of one party to the interest rate swap agreement, if there is a
failure by the other party to pay any amounts due and payable in accordance with the
terms of the interest rate swap agreement,(2)
    
    if an event of default under the Series ___notes occurs and the indenture
trustee liquidates all or a portion of the trust assets in the manner permitted under
the indenture,(3)
    
    upon the occurrence of a bankruptcy or similar event relating to one of the
parties to the interest rate swap agreement or the merger of one of the parties without
an assumption of the obligations under the interest rate swap agreement or changes in
law resulting in the obligations of one of the parties becoming illegal, and(4)
    
    unless waived by the holders of at least a majority of the outstanding
principal balance of the Series ___notes, if the short-term debt rating of the swap
counterparty is withdrawn or downgraded and such withdrawal or downgrade is not
otherwise cured, as described above under Rating Withdrawal or Downgrade of Swap
Counterparty.
  .
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Description of the Swap Counterparty.
 
 Amortization Events
  amortization event Description of the NotesAmortization Events series amortization events
 (1)
    
    failure by either depositor (a) to make any payment or deposit on the date
required under the related transfer and servicing agreement, the indenture or the
Series ___indenture supplement, or within the applicable grace period, not to exceed
five business days, or (b) to observe or perform in any material respect any other
covenants or agreements of the depositors set forth in the related transfer and
servicing agreement, the indenture or the Series ___indenture supplement that has a
significant adverse effect on the Series ___noteholders and continues unremedied for a
period of 60 days after written notice of the failure, requiring the same to be
remedied,(2)
    
    any representation or warranty made by either depositor in the related transfer
and servicing agreement, the indenture or the Series ___indenture supplement, or any
information required to be given by such depositor to the indenture trustee to identify
the designated accounts proves to have been incorrect in any material respect when made
or delivered and which continues to be incorrect in any material respect for a period
of 60 days after written notice of the failure, requiring the same to be remedied, and
as a result of which the interests of the noteholders are materially and adversely
affected except that an amortization event will not occur if such depositor has
accepted reassignment of the related receivable or all related receivables, if
applicable, during the specified period,(3)
    
    any servicer default occurs that would have a significant adverse effect on the
Series ___noteholders,(4)
    
    insufficient funds are available to pay in full the aggregate principal balance
of the Series ___notes on the expected final payment date,(5)
    
    the average of the monthly principal payment rates for the three preceding
collection periods is less than [___]%,(6)
    
    on any determination date, the available subordinated amount for the next
distribution date will be less than the required subordinated amount for that
distribution date, after giving effect to any distributions to be made on that
distribution date, which shortfall continues unremedied for a period of five business
days after that distribution date[; provided, that, any reduction of the available
subordinated amount resulting from reallocations of the available transferor
collections to pay interest on the Series ___notes in the event 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 an amortization event only if LIBOR
remains equal to or
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##### Table of Contents



greater than such prime rate for the next 30 consecutive days
following such LIBOR determination date],
 (7)
    
    the amount in the excess funding account exceeds [___]% of the sum of the
adjusted invested amounts of all outstanding series issued by the trust for three
consecutive collection periods, after giving effect to any distributions to be made on
each related distribution date,(8)
    
    [the credit rating of the swap counterparty is withdrawn or downgraded and the
swap counterparty fails to take remedial measures as described above under  Credit
Enhancement and Other Enhancement The Interest Rate Swap Agreement  Rating Withdrawal
or Downgrade of Swap Counterparty"], and(9)
    
    an event of default and acceleration of the Series ___notes occurs under the
indenture.
   For a more detailed discussion of the amortization events and the consequences of the
occurrence of a bankruptcy or similar event relating to the depositors or Ford Credit, you should
read Description of the Notes  Amortization Events in the prospectus.
 
 Events of Default
 Description of the Indenture  Events of Default; Rights upon Event of Default
  For a more detailed description of events of default and the acceleration of the notes, you
should read Description of the Indenture  Events of Default; Rights upon Event of Default in the
prospectus
 
 Collection Account
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Excess Funding Account
    Series ___excess funding amount times
 
 Principal Funding Account
 Application of Collections  Payment of
Principal monthly principal amount
 (1)
    
    available investor principal collections on deposit in the collection account
with respect to that distribution date,
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(2)
    
    for each distribution date with respect to the controlled accumulation period,
the controlled deposit amount for that distribution date, and(3)
    
    the adjusted invested amount (as adjusted for any unreimbursed investor
charge-offs and reallocated principal collections on that distribution date).
  Application of Collections  Payment of Principal
  
 Investor Percentages
  (1)
    
    the Series ___notes,(2)
    
    other outstanding series of notes that the trust has issued, and(3)
    
    the transferor interest.
 investor percentages
 (1)
    
    the floating investor percentage, which is the percentage equivalent of a
fraction (1) 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
principal balance of the Series ___notes), and (2) the denominator of which is the
adjusted pool balance as of the last day of the preceding collection period (or, for
the first collection period, the pool balance as of the series cut-off date), and(2)
    
    the fixed investor percentage, which is the percentage equivalent 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 as of 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 outstanding series for such collection period.
  
 Retention of Available Transferor Collections
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##### Table of Contents



(1)
    
    out of the interest collections allocated to the transferor interest based on
the transferor percentage, an amount equal to (i) such amount of allocated interest
collections, times(ii) the percentage (not less than 0%) equal to 100% minus the sum
of (a) the sum of the floating investor percentages for that collection period for all
series, plus(b) the percentage equivalent of a fraction (1) the numerator of which is
the trust available subordinated amount as of the determination date occurring in the
preceding collection period and (2) the denominator of which is the adjusted pool
balance as of the last day of the preceding collection period), and(2)
    
    out of the principal collections allocated to the transferor interest based on
the transferor percentage, but only to the extent that the transferor amount exceeds
the required transferor amount for such date, an amount equal to (i) such amount of
allocated principal collections, times(ii) the percentage (not less than 0%) equal to
100% minusthe sum of (a) the sum of the floating investor percentages for that
collection period for all series that are in their revolving periods and the fixed
investor percentage for that collection period for all series that are not in their
revolving periods, plus(b) the percentage equivalent of a fraction (1) the numerator
of which is the trust available subordinated amount as of the determination date
occurring in the preceding collection period, and (2) the denominator of which is the
adjusted pool balance as of the last day of the preceding collection period.
 available transferor interest collections available transferor principal collections available transferor collections
 
    
    cover shortfalls in distributions required to be made from available
investor interest collections and excess interest collections available for your
series,
    
    fund principal payments on your series during an early amortization period, or
    
    cover similar shortfalls for other series.
  For additional details on the application of available transferor collections for your series,
you should read  Application of Collections  Payment of Interest, Fees and Other Items below.
 transferor amount over
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Application of Collections
  Available investor interest collections plus plus plus
 Available investor principal collections plus  Payment of Interest, Fees and Other Items plus plus
 Payment of Interest, Fees and Other Items
  (1)
    
    the Class A monthly interest for that distribution date, together with any
unpaid Class A monthly interest for prior distribution dates and any additional
interest on the unpaid amount for that distribution date, will be paid to the Class A
noteholders,(2)
    
    the Class B monthly interest for that distribution date, together with any
unpaid Class B monthly interest for prior distribution dates and any additional
interest on the unpaid amount for that distribution date, will be paid to the Class B
noteholders,(3)
    
    the payments owed by the trust under the interest rate swap for that
distribution date, together with any unpaid amounts owed by the trust under the
interest rate swap for prior distribution dates, will be paid to the swap counterparty,(4)
    
    if Ford Credit or one of its affiliates is no longer the servicer, the monthly
servicing fee for that distribution date together with any unpaid monthly servicing
fees for prior distribution dates, will be paid to the servicer,(5)
    
    the investor default amount, if any, for the related collection period, will be
treated as investor principal collections and further applied, as described below under
 Payment of Principal,(6)
    
    [the excess, if any, of the reserve fund required amount over the amount then
on deposit in the reserve fund will be deposited into the reserve fund,]
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(7)
    
    the sum of investor charge-offs that have not been previously reimbursed will
be treated as investor principal collections and further applied, as described below
under  Payment of Principal,(8)
    
    the sum of reallocated principal collections that have not been previously
reimbursed will be treated as investor principal collections and further applied, as
described below under  Payment of Principal,(9)
    
    beginning on the accumulation period reserve account funding date, the excess,
if any, of the accumulation period reserve account required amount over the amount then
on deposit in the accumulation period reserve account will be deposited into the
accumulation period reserve account,(10)
    
    if Ford Credit or one of its affiliates is the servicer, the monthly servicing
fee for that distribution date, together with any unpaid monthly servicing fees for
prior distribution dates, will be paid to the servicer,(11)
    
    the excess of the required subordinated amount overthe available subordinated
amount will be distributed to the holders of the transferor interest to increase the
available subordinated amount by the amount so distributed,(12)
    
    the shortfalls in interest collections for other outstanding series in excess
interest sharing group one will be treated as excess interest collections available
from Series ___and applied to cover these shortfalls, and(13)
    
    all remaining available investor interest collections will be distributed to
the holders of the transferor interest.
  
    
    First, from excess interest collections available from other series
in excess interest sharing group one, to cover shortfalls in the distributions
required under clauses [(1) through (11)] in that order.
    
    Second, from available transferor collections deposited into the
collection account, in an amount not exceeding the available subordinated amount
for that distribution date, to cover shortfalls in the distributions required
under clauses [(1) through (8)] in that order. If the amount of available
transferor collections is insufficient to cover in full the aggregate shortfalls
for all series, then available transferor collections will be allocated to your
series based on the ratio that your series available subordinated amount bears
to the aggregate available subordinated amount for all series that have
shortfalls. [On the other hand, if the amount of available transferor
collections exceeds the aggregate amount of such shortfalls for all series, the
excess available transferor collections will be applied to cover any unpaid
adjustment payments.] The available subordinated amount will be reduced by the
amount of available transferor collections applied to cover shortfalls under
clauses [(1) through (8)] [and any unpaid adjustment payments].
    
    [Third, from the reserve fund, to cover shortfalls in the
distributions required under clauses (1) through (5) in that order.]
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
    
    Fourth, from reallocated principal collections for that distribution
date, to cover shortfalls in the distributions required under clauses (1) and
(2) in that order. The invested amount of the Class B notes will be reduced by
the amount of reallocated principal collections not reallocated from the
available subordinated amount, as described below under  Investor Default
Amount and Reallocated Principal Collections, but may be subsequently increased
by the amount of any reallocated principal collections reimbursed under clause
(8).
 Payment of Principal
  
    
    On each distribution date with respect to the revolving period,
available investor principal collections will be treated as shared principal
collections and applied, as described below under  Groups Principal Sharing
Group One and under Description of the Notes  Groups  Principal Sharing
Groups in the prospectus. Any available investor principal collections not
used for this purpose will be paid to the holders of the transferor interest to
the extent not required to be deposited into the excess funding account as
described above under Excess Funding Account.
    
    On each distribution date with respect to the controlled
accumulation period or the early amortization period, available investor
principal collections will be applied as follows:
 (1)
    
    During the controlled accumulation period, an
amount equal to the excess of the monthly principal amount over the
Series ___excess funding amount (up to the applicable controlled deposit
amount) will be deposited into the principal funding account.(2)
    
    So long as the early amortization period has not
commenced, on the expected final payment date, all available investor
principal collections, together with all available amounts then on
deposit in the principal funding account (including any Series ___excess
funding amount deposited therein during the related collection period),
will be distributed first to the Class A noteholders until paid in full
and then to the Class B noteholders until paid in full.(3)
    
    During the early amortization period, all available
investor principal collections, together with all available amounts, if
any, then on deposit in the principal funding account (including any
Series ___excess funding amount deposited therein during the related
collection period or on such distribution date and available transferor
collections (in an amount not to exceed the available subordinated
amount)), will be distributed first to the Class A noteholders until paid
in full and then to the Class B noteholders until paid in full.(4)
    
    On each distribution date with respect to the
controlled accumulation period and the early amortization period, the
balance of available investor principal collections will be treated as
shared principal collections with respect to principal sharing group one
and applied as described below under  Groups
 Principal Sharing Group One and under Description of the Notes 
Groups  Principal Sharing Groups in the prospectus. Any remaining
funds not needed for other series in principal sharing group one will
be paid to the
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holders of the transferor interest to the extent not
required to be deposited into the excess funding account, as described
above under  Excess Funding Account.
 
 Investor Default Amount and Reallocated Principal Collections
 investor default amount
 Application of Collections  Payment of Interest, Fees and
Other Items
 Application of Collections  Payment of
Interest, Fees and Other Items over reallocated principal collections
 (1)
    
    with respect to the Class A notes, the sum of the available subordinated amount
plusthe invested amount of the Class B notes for that distribution date (in each case
after giving effect to any change in that amount on that date), and(2)
    
    with respect to the Class B notes, the available subordinated amount for that
distribution date (after giving effect to any change in that amount on that date).
 Application
of Collections  Payment of Interest, Fees and Other Items
 
 Ineligible Receivables and Overconcentration Amounts
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dealer overconcentration
 
    
    the aggregate amount of the trusts principal receivables arising in
all the designated accounts of a dealer or a group of affiliated dealers as of
the last day of the related collection period, over
    
    [___]% (or [___]% in the case of dealers affiliated with
]) of the pool balance as of the last day of that collection period.
 manufacturer overconcentration
 
    
    any excess of:
 (1)
    
    the aggregate amount of the trusts principal
receivables financed by Ford Credit through its PRIMUS division that
relate to a particular vehicle manufacturer (other than Ford or one of
its associated manufacturers) with a long-term credit rating of at least
[___] by Standard & Poors and Fitch (if rated by Fitch), and [___] by
Moodys (if rated by Moodys) as of the last day of the related
collection period, over(2)
    
    [___]% of the pool balance as of the last day of
that collection period, or
 
    
    any excess of:
 (1)
    
    the aggregate amount of the trusts principal
receivables financed by Ford Credit through its PRIMUS division that
relate to a particular vehicle manufacturer (other than Ford or one of
its associated manufacturers) with a long-term credit rating of [___] or
lower by Standard & Poors or unrated by Standard & Poors, or [___] or
lower by Fitch (if rated by Fitch), or [___] or lower by Moodys (if
rated by Moodys) as of the last day of the related collection period,
over(2)
    
    [___]% of the pool balance as of the last day of
that collection period.
 PRIMUS overconcentration
 
    
    the aggregate amount of the trusts principal receivables financed
by Ford Credit through its PRIMUS division that relate to all vehicle
manufacturers (other than Ford or one of its associated manufacturers) as of the
last day of the related collection period, over
    
    [___]% of the pool balance as of the last day of that collection
period.
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used vehicle overconcentration
 
    
    the aggregate amount of the trusts principal receivables relating
to used vehicles as of the last day of the related collection period, over
    
    [___]% of the pool balance as of the last day of that collection
period.
  
 Groups
 Excess Interest Sharing Group One
 excess interest sharing
group one divided by
 Principal Sharing Group One
 principal sharing group
one divided by Excess Funding Account
 
 Servicing Compensation and Payment of Expenses
 monthly servicing fee times series cut-off date
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Optional Redemption or Clean Up Call Option
  (1)
    
    the outstanding principal balance of the Series ___notes, plus(2)
    
    any accrued and unpaid interest through the day preceding the distribution date
on which the redemption occurs or, if the redemption occurs on any other date, through
the day preceding such redemption date.
  
 Reports to Noteholders
 Description of the Agreements  Reporting Obligations of the Servicer www.fordcredit.com/institutionalinvestments/index_html
 For information regarding other reports prepared by the servicer, including assessment of
compliance with the minimum servicing criteria, you should read Description of the Notes  Reports
to Noteholders Description of the Agreements  Reporting Obligations of the Servicer in the
prospectus.
 
 TRANSACTION FEES AND EXPENSES
 Description of the Notes  Application of Collections  Payment of
Interest, Fees and Other Items
 Fee
    
    Monthly AmountMonthly servicing fee
    
    1/12 of ___% of the portion of the receivables
allocated to your series
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AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
   
 MATERIAL FEDERAL INCOME TAX CONSEQUENCES
 Material Federal Income Tax Consequences State and Local Tax Consequences
 
 
    
    assuming the parties comply with the terms of the governing agreements, the
trust will not be characterized as an association or publicly traded partnership
taxable as a corporation and will be treated as a division of the depositors for U.S.
federal income tax purposes, and
    
    for U.S. federal income tax purposes, the Series ___notes will be
characterized as indebtedness.
  Material Federal Income Tax Consequences  Tax Characterization and Treatment of
the Notes  Original Issue Discount
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Material Federal Income Tax Consequences  Tax Characterization and
Treatment of the Notes  Disposition of Notes
 
 ERISA CONSIDERATIONS
 ERISA
 
    
    are expected to be characterized as indebtedness for U.S. federal income tax purposes, and
    
    should not be deemed to have any substantial equity features.
  For a more detailed description of the treatment of the notes under ERISA, you should read
ERISA Considerations in the prospectus.
 
 UNDERWRITING
  Underwriters
    
    Class A notes
    
    
    Class B notes[_____]
    
    $
    
    
    
    $
    [_____]
    
    $
    
    
    
    $
    [_____]
    
    $
    
    
    
    $
    [_____]
    
    $
    
    
    
    $
    Total
    
    $
    
    
    
    $
    
  SellingConcessions
    
    
    Reallowancesnot to exceed
    
    
    not to exceedClass A notes
    
    
    
    %
    
    
    
    %Class B notes
    
    
    
    %
    
    
    
    %Total
    
    $
    
    
    
    $
  S-48




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LEGAL OPINIONS
 
 S-49




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##### Table of Contents



INDEX OF DEFINED TERMS IN THE PROSPECTUS SUPPLEMENT
 
 accumulation period reserve account required amount
    
    
    S-32accumulation period reserve draw amount
    
    
    S-33amortization event
    
    
    S-9, S-35available investor interest collections
    
    
    S-40available investor principal collections
    
    
    S-40available subordinated amount
    
    
    S-29available transferor collections
    
    
    S-39available transferor interest collections
    
    
    S-39available transferor principal collections
    
    
    S-39classic floorplan receivables
    
    
    S-19clean up call
    
    
    S-9closing date
    
    
    S-4controlled accumulation amount
    
    
    S-27controlled deposit amount
    
    
    S-27corporate trust office
    
    
    S-14dealer overconcentration
    
    
    S-44defaulted amount
    
    
    S-7distribution date
    
    
    S-4ERISA
    
    
    S-48FCF Corp
    
    
    S-4FCF LLC
    
    
    S-4fixed investor percentage
    
    
    S-39floating investor percentage
    
    
    S-39Ford Credit
    
    
    S-4incremental subordinated amount
    
    
    S-30initial pool balance
    
    
    S-6interest period
    
    
    S-4in-transit period
    
    
    S-17investor percentages
    
    
    S-38LIBOR determination date
    
    
    S-25manufacturer overconcentration
    
    
    S-44monthly principal amount
    
    
    S-38monthly servicing fee
    
    
    S-46pool balance
    
    
    S-7PRIMUS overconcentration
    
    
    S-47rating agency
    
    
    S-9rating agency condition
    
    
    S-37reallocated principal collections
    
    
    S-43receivables
    
    
    S-6record date
    
    
    S-26required subordinated amount
    
    
    S-30reserve fund required amount
    
    
    S-31Series __ excess funding amount
    
    
    S-7, S-38series amortization events
    
    
    S-35series cut-off date
    
    
    S-46series enhancement
    
    
    S-5statistical calculation date
    
    
    S-6subordinated percentage
    
    
    S-30subordination factor
    
    
    S-30transferor amount
    
    
    S-40transferor interest
    
    
    S-6trust
    
    
    S-4used vehicle overconcentration
    
    
    S-45




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##### Table of Contents



Annex A
 OTHER SERIES ISSUED AND OUTSTANDING
 
  
 [Series  notesInitial invested amount
    
    $Initial Class A principal balance
    
    $Class A note interest rate
    
    One-month LIBOR plus% per annumInitial Class B principal balance
    
    $Class B note interest rate
    
    One-month LIBOR plus% per annumExpected final payment date
    

, 20 distribution dateFinal maturity date
    

, 20 distribution dateClosing date
    
    , 20Excess interest sharing group designation
    
    [One]Principal sharing group designation
    
    [One]Series  notesInitial invested amount
    
    $Initial Class A principal balance
    
    $Class A note interest rate
    
    One-month LIBOR plus% per annumInitial Class B principal balance
    
    $Class B note interest rate
    
    One-month LIBOR plus% per annumExpected final payment date
    
    , 20 distribution dateFinal maturity date
    

, 20 distribution dateClosing date
    
    , 20Excess interest sharing group designation
    
    [One]Principal sharing group designation
    
    [One]Series  notesInitial invested amount
    
    $Initial Class A principal balance
    
    $Class A note interest rate
    
    One-month LIBOR plus% per annumInitial Class B principal balance
    
    $Class B note interest rate
    
    One-month LIBOR plus% per annumExpected final payment date
    
    , 20 distribution dateFinal maturity date
    
    , 20 distribution dateClosing date
    
    , 20Excess interest sharing group designation
    
    [One]Principal sharing group designation
    
    [One]Series  variable funding notesThe Series  notes are a series of variable funding notes, the investment of which
may be increased or repaid periodically.Current aggregate invested amount
    
    $Current aggregate funding commitments
    
    $Stated commitment expiration dates
    

, 20 (subject to extension)Final maturity date
    
    , 20Closing date
    
    , 20Excess interest sharing group designation
    
    [One]Principal sharing group designation
    
    [One]




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##### Table of Contents



Prospectus
 Ford Credit Floorplan Master Owner Trusts
Issuing Entities or Trusts
 Asset Backed Notes
 Ford Credit Floorplan CorporationFord Credit Floorplan LLC
    
    Ford Motor Credit CompanyDepositors
    
    Sponsor and Servicer
  Before you purchase any notes, be sure you understand the structure and the risks.
You should review carefully the risk factors beginning on page [___] of
this prospectus and in the prospectus supplement.
 Each issuing entity:
 
    
    will be a master owner trust formed by an owner trustee and either or both of the depositors,
    
    may issue asset-backed notes in one or more series, each having one or more classes, and
    
    will have assets consisting of:
 
    
    a revolving pool of receivables arising in connection with the purchase and financing by motor vehicle dealers of their new and used car and truck inventory,
    
    collections on the receivables, and
    
    any other property identified in this prospectus and the prospectus supplement for a series.
 
 The notes:
 
    
    will be asset-backed securities payable only from the assets
of the issuing entity,
    
    may benefit from one or more forms of series enhancement,
    
    will be debt obligations of the issuing entity, and
    
    will be issued as part of a designated series that may include one or more classes of notes and credit enhancement.
 
  Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined that this prospectus or the prospectus supplement is
accurate or complete. Any representation to the contrary is a criminal offense.




---



##### 



TABLE OF CONTENTS
 
 Reading this Prospectus and the Prospectus Supplement
    
    
    1Summary
    
    
    2Risk Factors
    
    
    8The Sponsor and Servicer
    
    
    14General
    
    
    14General Securitization Experience
    
    
    15U.S. Securitization Program for Dealer Floorplan Receivables
    
    
    15Servicing Experience
    
    
    16Origination and Underwriting
    
    
    16Servicing and Dealer Relations
    
    
    19The Depositor
    
    
    22The Issuing Entity
    
    
    23The Owner Trustee and the Delaware Trustee
    
    
    24The Indenture Trustee
    
    
    26Use of Proceeds
    
    
    27The Trust Portfolio
    
    
    27Receivables in Designated Accounts
    
    
    27Other Floorplan Assets
    
    
    28Additional Information Regarding the Trust Portfolio
    
    
    30Static Pool Information
    
    
    30Description of the Notes
    
    
    30General
    
    
    30New Issuances
    
    
    31Funding Period
    
    
    32Interest Payments
    
    
    33Principal Payments
    
    
    34Amortization Events
    
    
    36Credit Enhancement and Other Enhancement
    
    
    37Optional Redemption or Clean Up Call Option
    
    
    39Final Payment of Principal; Termination
    
    
    39Defeasance
    
    
    40Reports to Noteholders
    
    
    40Groups
    
    
    40Trust Bank Accounts
    
    
    41Investor Percentage, Transferor Percentage and Credit Enhancement Percentage
    
    
    42Application of Collections
    
    
    42Investor Default Amount and Reallocated Principal Collections
    
    
    45Book-Entry Registration
    
    
    46Definitive Notes Only in Limited Circumstances
    
    
    46Description of the Indenture
    
    
    47Events of Default; Rights Upon Event of Default
    
    
    47Notes Owned by Transaction Parties
    
    
    49Modification of the Indenture
    
    
    49Annual Compliance Statement
    
    
    50List of Noteholders
    
    
    50Satisfaction and Discharge of the Indenture
    
    
    50Description of the Agreements
    
    
    50Sale and Transfer of Assets
    
    
    51Representations of Ford Credit and the Depositor
    
    
    53Certain Covenants
    
    
    54Subsequent Depositors
    
    
    55Eligible Accounts
    
    
    55Eligible Receivables
    
    
    55Additional Designated Accounts
    
    
    56Redesignation of Accounts
    
    
    58Servicing Compensation and Payment of Expenses
    
    
    59Collection and Other Servicing Procedures
    
    
    60Servicer Covenants
    
    
    60Matters Regarding the Servicer and the Depositor
    
    
    61Servicer Default
    
    
    62Reporting Obligations of the Servicer
    
    
    63Amendments
    
    
    65Termination
    
    
    66Some Important Legal Issues Relating to the Receivables
    
    
    66Sale and Transfer of Receivables
    
    
    66Matters Relating to Bankruptcy
    
    
    67Material Federal Income Tax Consequences
    
    
    69General
    
    
    69Tax Characterization of the Trusts
    
    
    71Tax Characterization and Treatment of the Notes
    
    
    71State and Local Tax Consequences
    
    
    73ERISA Considerations
    
    
    73General Investment Considerations
    
    
    73Prohibited Transactions
    
    
    74Benefit Plans Not Subject to ERISA or the Internal Revenue Code
    
    
    74Plan of Distribution
    
    
    75Legal Opinions
    
    
    76Where You Can Find More Information
    
    
    76Incorporation of Documents by Reference
    
    
    76Index of Defined Terms for Prospectus
    
    
    78
 
  i




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##### Table of Contents



READING THIS PROSPECTUS
AND THE PROSPECTUS SUPPLEMENT
 
  
 
  
 
 
    
    whether the issuing entity will be newly formed or will have previously issued other
series that are still outstanding,
    
    information about the receivables owned and to be owned by
the issuing entity,
    
    the timing and amount of interest and principal payments on each class of notes,
    
    information about credit enhancement or other enhancement for each class of notes,
    
    the credit ratings of each class of notes, and
    
    the method for selling the notes to investors.
   
    
    Summary provides an overview of the terms of the notes.
    
    Risk Factors describes some of the risks of investing in the notes.
  
  1




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##### Table of Contents



SUMMARY
 This summary provides an overview of the most important terms of the notes. It does not
contain all of the information that may be important to you. To understand fully the terms of the
notes, you should read this prospectus and the prospectus supplement completely.
 Transaction Parties
 
 Sponsor,
Servicer and Administrator of the Issuing Entity
 
 
 Ford Credit Ford
 
 Depositor
 
 transferor
 
 
    
    Ford Credit Floorplan Corporation, or FCF Corp, a Delaware corporation,
    
    Ford Credit Floorplan LLC, or FCF LLC, a Delaware limited liability company, or
    
    both companies.
  
 depositor
 
 Issuing Entity or Trust
 
 trust
 
 
  
 Indenture Trustee and Owner Trustee
 
 co-trustees owner trustee
 
 The Notes
 
 SEC
 
  
    
    the principal amount,
    
    the interest rate or method for determining the interest rate,
    
    the expected final payment date,
    
    the final maturity date,
    
    the rights to any series enhancement, and
 2




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##### Table of Contents




    
    the note ratings.
  For a more detailed description of the features of the notes, you should read Description of
the Notes in this prospectus and the prospectus supplement.
 Payments on the Notes
 
  
 Revolving Period
 revolving period Description of the NotesApplication of Collections
 Accumulation or Amortization Periods
  
    
    a controlled accumulation period during which principal is accumulated in specified
amounts each month and paid on an expected final payment date,
    
    a controlled amortization period during which principal is paid in fixed amounts on each
distribution date, or
    
    an early accumulation period or an early amortization period during which principal is
accumulated or paid in varying amounts each month based on the amount of principal
collections following an amortization event.
 For a more detailed description of the accumulation and amortization periods, you should read
Description of the NotesPrincipal Payments in this prospectus and the prospectus supplement
 Amortization Events
 
 amortization event series amortization
events trust amortization events
 
    
    the failure of the depositor to transfer to the issuing entity receivables arising in connection
with additional designated accounts or interests in other floorplan assets within 10
business days of when required under a transfer and servicing agreement,
    
    the occurrence of bankruptcy or similar events relating to the depositor, Ford Credit or
Ford, and
    
    the issuing entity becomes subject to regulation as an investment company under the Investment
Company Act of 1940.
 
 For a more detailed description of the amortization events, you should read Description of
the NotesAmortization Events in this prospectus and the prospectus supplement
 3




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##### Table of Contents



Events of Default
 
 events of default
 
    
    the issuing entity fails to pay interest due on any note within the time period specified in the
prospectus supplement,
    
    the issuing entity fails to pay the principal of any note in full on its final maturity date,
    
    the issuing entity fails to observe or performance of any covenant or any agreement under the
indenture and the failure continues unremedied for 60 days after written notice of the
failure is given to the issuing entity,
    
    the occurrence of bankruptcy or similar events relating to the issuing entity, and
    
    any other events of default for a series described in the prospectus supplement.
  
  Events of Default Remedies
 
  
    
    funds on deposit in the collection account and any of the issuing entitys bank accounts with
respect to the affected series will be applied to pay principal and interest on those notes,
    
    principal collections and interest collections allocated to the affected series will be
applied monthly to pay principal and interest on those notes, and
    
    the indenture trustee, acting on its own or at the direction of holders of a specified
percentage of the principal balance of the accelerated notes of the affected series, will
have a limited right to cause the issuing entity to sell the portion of the
trust assets allocable to
the affected series and use the proceeds to pay principal and interest on those notes.
 
 For a more detailed description of the events of default, you should read Description of the
IndentureEvents of Default; Rights Upon Event of Default in this prospectus
 Credit Enhancement and Other Enhancement
 series enhancement
 
    
    excess spread,
    
    subordination of a portion of the transferor interest,
    
    subordination of other series or classes of notes,
    
    a reserve fund or spread account,
    
    an accumulation period reserve account,
    
    a cash collateral account or guaranty,
    
    a letter of credit or other credit facility,
    
    a surety bond or insurance policy,
    
    a guaranteed investment contract or guaranteed rate agreement, or
 4




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##### Table of Contents




    
    an interest rate swap or cap.
 For a more detailed description of the series enhancements, you should read Description of
the NotesCredit Enhancement and Other Enhancement in this prospectus and the prospectus
supplement
 The Trust Assets
 
   
    
    collections on the receivables,
    
    funds and investments held in bank accounts of the issuing entity,
    
    security interests in the vehicles related to the receivables and in any non-vehicle
related security,
    
    an assignment of all rights related to the receivables under the relevant agreements
entered into by Ford Credit or assigned to it by Ford,
    
    all of the issuing entitys rights under the transaction documents, and
    
    any instruments or rights providing enhancement to a series or a class.
  
 For a more detailed description of the trust assets, including other floorplan assets, you
should read The Trust Portfolio in this prospectus and the prospectus supplement
 The Designated Accounts
 
  Description of the AgreementsEligible Accounts
  The Receivables
  
 
    
    Fords rights to receive payments from dealers for their purchase of Ford-manufactured new
car and truck inventory, called in-transit receivables,
    
    Ford Credits rights to receive adjustment fees from Ford for the in-transit receivables,
and
    
    Ford Credits rights to receive payments from dealers for financing of the dealers new
and used car and truck inventory.
 5




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##### Table of Contents



For more information about the receivables, you should read The Sponsor and
ServicerOrigination and Underwriting and The Trust Portfolio in this prospectus.
 Transfer of Receivables
 
  
  
  
 For more information about the transfer of receivables, you should read Description of the
AgreementsAdditional Designated Accounts and Redesignation of Accounts in this prospectus.
 Servicing of Receivables
 
  
 Collections and Allocations
 
  
  
 transferor
interest transferor amount
 
 Groups
 
  
 
    
    a group of series, called an excess interest sharing group, that shares excess
interest collections,
 6




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##### Table of Contents




    
    a group of series, called an interest reallocation group, that combines and
reallocates interest collections and other similar amounts among the series in that
group, or
    
    a group of series, called a principal sharing group, that shares excess principal
collections.
 For more information about these groups, you should read Description of the NotesGroups in
this prospectus.
 Optional Redemption or Clean Up Call Option
 clean up call
 For more information about the clean up call option, you should read Description of the
NotesOptional Redemption or Clean Up Call Option in this prospectus
 Tax Status
 
  
    
    the notes will be characterized as debt, and
    
    the issuing entity will not be classified as an association or publicly traded partnership taxable
as a corporation.
 
 For additional information concerning the application of U.S. federal, state and local tax laws,
you should read Material Federal Income Tax Consequences in this prospectus and the prospectus
supplement and State and Local Tax Consequences in this prospectus.
 7




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##### Table of Contents



RISK FACTORS
  The absence of a secondary
market for your notes could limit your
ability to resell them
    
    The absence of a secondary
market for your notes could
limit your ability to resell
them. This means that if you
want to sell any of your notes
before they mature, you may be
unable to find a buyer or, if
you find a buyer, the selling
price may be less than it
would have been if a secondary
market existed. The
underwriters may assist in the
resale of notes, but they are
not required to do so. If a
secondary market does develop,
it might not continue or it
might not be sufficiently
liquid to allow you to resell
any of your notes.The assets of your trust are
limited and are the only source
of payments
    
    The trusts will not have any
assets or sources of funds
other than the receivables and
related property they own and
any external series
enhancement described in the
prospectus supplement. Any
series enhancement is limited.
Your notes will not be
insured or guaranteed by Ford
Credit or any of its
affiliates. If the assets of
your trust allocable to your
notes prove to be
insufficient, you could incur
losses on your notes.Subordination will cause
some classes of notes to bear
additional credit risk, which
could result in losses on those
notes
    
    The rights of the holders of
any class of notes to receive
payments of interest and
principal may be subordinated
to one or more other classes
of notes. If you hold notes
of a subordinated class, you
will bear more credit risk
than holders of more senior
classes of notes and you will
incur losses, if any, prior to
holders of more senior classes
of notes.Amortization events could
result in accelerated payments
on your notes
    
    If an amortization event
occurs, it may shorten the
average term and date of final
payment of your notes. You
may not be able to reinvest
the principal repaid to you
earlier than expected at a
rate of return that is equal
to or greater than the rate of
return on your notes.For more information about
amortization events, you
should read Description of
the NotesAmortization Events
in this prospectus.Competition in the automobile
industry may result in a
decline in Ford Credits ability
to generate new receivables or a decline
in payment rates, which could result in
the accelerated payments on your notes
    
    Each trust depends on Ford
Credit for the generation of
new receivables. The ability
of Ford Credit to generate
receivables, in turn, depends
to a large extent on the sale
and lease of cars and trucks
manufactured and distributed
by Ford, because the dealers
willingness to purchase new
vehicle inventory depends to a
large extent on the sale and
lease of its existing vehicle
inventory. The ability of the
dealer to sell or lease its
vehicle inventory is directly
affected by competition in the
automobile industry. There
can be no assurance that Ford
Credit will continue to
generate receivables at the
same rates as in past years or
that payment rates will remain
at the same levels as in past
years. A significant
reduction in the rate at which
Ford Credit generates new
receivables or in the payment
rate could lead to an
amortization event, resulting
in accelerated payments on
your notes.
 8




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##### Table of Contents



Fords failure to pay
adjustment fees to Ford
Credit in connection with the
in-transit period could
result in reduced or delayed
payments on your notes
    
    Ford will be obligated to pay
adjustment fees with respect
to any in-transit receivables
held by the trust. Each
adjustment fee will be
calculated based on an agreed
upon rate and the number of
days elapsed during the
"in-transit period, which is
generally the period from
shipment to delivery of the
vehicle, and will be treated
by the trust as interest
collections on the related
receivable. Failure by Ford
to pay adjustment fees for any
reason could result in
shortfalls in amounts
available to pay your notes
and could result in reduced or
delayed payments on your
notes.Fords termination of dealer
financial assistance could
result in losses on your
notes
    
    Ford has on occasion in the
past provided financial
assistance to Ford-franchised
dealers. This financial
assistance includes Fords
purchase of new, current model
year vehicles in the dealers
inventory upon the termination
of a dealership. If Ford was
unable to provide, or elected
to terminate, this financial
assistance, losses on the
receivables could increase and
you could incur losses on your
notes.Failure by Ford Credit, the
depositor or the servicer to
honor their repurchase
obligations could result in
accelerated, reduced or
delayed payments on your
notes
    
    Ford Credit, the depositor and
the servicer generally are not
obligated to make any payments
on your notes or the
receivables. However, if the
representations made with
respect to a receivable or a
designated account prove to be
untrue or incorrect, Ford
Credit may be required to
repurchase the affected
receivable from the depositor,
and the depositor may be
required to repurchase the
affected receivable from the
trust. Ford Credit, as
servicer, may also be required
to repurchase receivables from
a trust if it breaches its
servicing obligations with
respect to those receivables.
If Ford Credit, the depositor
or the servicer fails to
repurchase the affected
receivable, an amortization
event will occur, and you
could experience accelerated,
reduced or delayed payments on
your notes.Ford Credits ability to
change the terms of the
receivables could result in
accelerated, reduced or
delayed payments on your
notes
    
    Ford Credit has the ability to
change the terms of the
receivables, including the
applicable interest rates or
adjustment fees and the
payment terms. Ford Credits
ability to change the terms of
the receivables could result
in accelerated, reduced, or
delayed payments on your
notes.
 9




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##### Table of Contents



Bankruptcy of Ford Credit or
the depositor could result in
accelerated, reduced or
delayed payments on your
notes
    
    Ford Credit will treat the
transfer of receivables to the
depositor as a sale, and the
depositor will treat the
transfer of the receivables to
a trust as a valid transfer.
However, if Ford Credit or the
depositor were to become
subject to bankruptcy
proceedings, a bankruptcy
court could conclude that the
sale of receivables to the
depositor or the transfer of
receivables to the trust
should be recharacterized as a
pledge of the receivables to
secure a borrowing of the
debtor or that the assets and
liabilities of the depositor
should be consolidated with
those of Ford Credit for
bankruptcy purposes. In
either case, the trust could
experience delays in receiving
collections on the receivables
and you could experience
delayed payments on your
notes. In addition, if the
bankruptcy court were to
conclude that the transfers of
the receivables were pledges
or that the assets of the
depositor should be
consolidated, some liens on
the property of Ford Credit or
the depositor arising before
new receivables come into
existence could have priority
over the trusts interest in
the receivables. Those liens
include a tax or government
lien or other liens permitted
under law without the consent
of Ford Credit or the
depositor. In such an event,
the trust could receive less
than the full amount of
collections and you could
experience reduced or delayed
payments on your notes.
Alternatively, if a bankruptcy
or similar event occurs with
respect to Ford Credit or the
depositor, an amortization
event will occur, and you
could experience accelerated
payments on your notes.For more information about the
possible consequences of a
bankruptcy of Ford Credit or
the depositor, you should read
Some Important Legal Issues
Relating to the
ReceivablesMatters Relating
to Bankruptcy in this
prospectus.The servicers commingling of
collections it holds with its
own funds could result in
reduced or delayed payments
on your notes
    
    The servicer will be required
to remit collections on the
receivables to the related
trust within two business days
or on a monthly basis,
depending on its credit
ratings. Prior to remittance,
the servicer may commingle
collections it receives on the
receivables with its own funds
and may invest such
collections at its own risk
and for its own benefit. If
the servicer does not pay
these funds to your trust on
any deposit date for any
reason, which could occur if
the servicer were to become
subject to bankruptcy
proceedings, you could
experience reduced or delayed
payments on your notes.
 10




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##### Table of Contents



Delays in collecting payments could occur
if Ford Credit ceases to be the servicer
    
    If Ford Credit resigns or is
terminated as servicer, the
processing of payments on the
receivables and information
relating to collections could
be delayed, which could result
in delayed payments on your
notes. Ford Credit may be
removed as servicer if it
defaults on its servicing
obligations or upon the
occurrence of a bankruptcy or
similar event relating to Ford
Credit.For more details about the
servicer defaults, you should
read Description of the
AgreementsServicer Default
in this prospectus.Each trust will have security
interests in the underlying
vehicles securing the
receivables. However, at the
time that a dealer sells or
leases a financed vehicle, the
trusts security interest in
the vehicle will generally
terminate, regardless of
whether the dealer pays for
the vehicle. Consequently, if
a dealer sells or leases a
vehicle and fails to pay the
related receivable, your trust
will not have any recourse to
the vehicle, which could
result in reduced or delayed
payments on your notes.Loss of security in the
underlying vehicle and the
junior status of a trusts
interest in non-vehicle
related security could result
in reduced or delayed
payments on your notes
    
    Each trust will also have
junior security interests in
any non-vehicle related
security granted by some of
the dealers in order to secure
the receivables transferred to
the trust. These security
interests, however, will be
subordinate to the senior
interests of Ford Credit in
the non-vehicle related
security. Accordingly, any
non-vehicle related security
owned by your trust may not be
available to support your
notes if the dealer sells or
leases the underlying vehicle
and fails to pay the related
receivable, which could result
in reduced or delayed payments
on your notes.For more information about the
security interests in vehicles
and non-vehicle related
security, you should read The
Sponsor and
ServicerOrigination and
UnderwritingSecurity
Interests in Vehicles and
Non-Vehicle Related Security
and Description of the
AgreementsSale and Transfer
Assets" in this prospectus.
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The addition or removal of
trust assets may decrease the
credit quality of the trust
assets securing your notes
and could result in
accelerated, reduced or
delayed payments on your
notes
    
    The depositor may periodically
choose, or be obligated, to
transfer to your trust
receivables arising in
additional designated
accounts. While each
additional designated account
must be an eligible account at
the time of its designation,
additional designated accounts
may not be of the same credit
quality as the accounts
currently designated for your
trust. For example,
additional designated accounts
may have been originated or
acquired by Ford Credit using
credit criteria different from
those applied by Ford Credit
to the initial accounts
designated for your trust.
Conversely, the depositor may
periodically choose to
redesignate accounts from your
trust and remove the related
receivables. Consequently,
we cannot assure you that the
accounts designated for your
trust at any time in the
future will have the same
credit quality as those
currently designated for your
trust. If the addition or
removal of trust assets
reduces the credit quality of
the trust assets, it will
increase the likelihood of
accelerated, reduced or
delayed payments on your
notes.Issuance of additional series
by your trust could affect
the timing and amounts of the
payments on your notes
    
    Each trust may issue
additional series of notes
from time to time. Your trust
may issue series with terms
that are different from your
series without your consent.
The terms of a new series
could affect the timing and
amounts of payments on any
other outstanding series. In
addition, some actions require
the consent of a majority of
the noteholders of all
outstanding series. The
interests of the holders of
any new series of notes issued
by your trust could be
different from your interests.For more information about the
issuance of new series, you
should read Description of
the NotesNew Issuances in
this prospectus.Failure to pay principal on a note will
not constitute an event of default until
its final maturity date
    
    Your trust does not have an
obligation to pay a specified
amount of principal on any
note on any date other than
its outstanding amount on its
final maturity date. Failure
to pay principal on a note
will not constitute an event
of default until its final
maturity date.
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You may have limited or no
ability to control actions under the indenture
    
    Your remedies will be limited
if an event of default with
respect to your series or
class of notes occurs. Under
the indenture for each trust,
noteholders holding a
specified percentage of the
outstanding principal balance
of notes of a series or class
or all the notes issued by the
trust may take actions, or may
direct the indenture trustee
to take various actions,
following an event of default,
including accelerating the
notes. The actions taken or
not taken by the controlling
noteholders may be contrary to
the actions that you determine
to be in your best interest.
In the case of votes by
series, the most senior class
of notes will generally be
substantially larger than the
subordinate classes of notes.
The holders of the most senior
class of notes will therefore
generally have the ability to
control the actions to be
taken, and these actions may
be contrary to the interests
of the holders of the
subordinate classes of notes.For more details about your
rights upon an event of
default, you should read
Description of the
IndentureEvents of Default;
Rights Upon Event of Default
in this prospectus.
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##### Table of Contents



THE SPONSOR AND SERVICER
 
 General
    
    
    Retail financing purchasing retail installment sale contracts and retail
leases from dealers,
    
    Wholesale financing making loans to dealers to finance the purchase of
vehicle inventory, also known as floorplan financing, and
    
    Other financing making loans to dealers for working capital, improvements to
dealership facilities, and acquisition of real estate and making loans to entities for
daily rental, long-term lease, chassis upfitting and other commercial automotive
purposes.
  
    
    payments on retail installment sale contracts and leases, including interest
supplements and other support payments Ford Credit receives from Ford on special-rate
retail financing programs,
    
    investment and other income related to sold receivables, and
    
    payments made under wholesale and other dealer loan financing programs.
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For more information about the representations and repurchase obligations, you should read
Description of the AgreementsRepresentations of Ford Credit and the Depositor in this
prospectus.
 
 General Securitization Experience
     www.fordcredit.com
 
 U.S. Securitization Program for Dealer Floorplan Receivables
  15




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##### Table of Contents



Servicing Experience
   Servicing and Dealer Relations
  For a more detailed discussion of the servicing activities to be performed by the servicer in
respect of the securitization transaction, you should read Description of the
AgreementsCollection and Other Servicing Procedures in this prospectus
 
 Origination and Underwriting
  new vehicles
 
 
    
    currently untitled vehicles, or
    
    previously titled vehicles, including vehicles previously subject to Ford
Credits retail lease programs, purchased by a dealer at market prices established by
Ford Credit or at an auction conducted by Ford.
 
 16




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##### Table of Contents



used vehicles
 Origination of Receivables
 Security Interests in Vehicles and Non-Vehicle Related
Security
 in-transit
period adjustment fee plus
  
  
 
    
    the wholesale invoice price, in the case of untitled vehicles, or
    
    the purchase price (including buyer fees and/or auction fees, if applicable),
in the case of previously titled vehicles.
 ®
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Credit Underwriting Process; Dealer Risk Rating
    
    
    capitalization and leverage,
    
    liquidity and cash flow,
    
    profitability, and
    
    credit history with Ford Credit and others.
  Group I
 Group II
 Group III
 Group IV
 Dealer Monitoring
  18




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suspended
 Security Interests in Vehicles and Non-Vehicle Related Security
   
 Servicing and Dealer Relations
  Payment Terms
 
 prime rate plus
 
 status Dealer Status
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Insurance Coverage
   Relationship with Ford and Other Manufacturers
  20




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Dealer Monitoring
 Origination and
Underwriting Credit Underwriting Process; Dealer Risk Rating
  
 suspended status
 
 Dealer Status
 status
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
    
    suspend the dealers credit lines,
    
    place Ford Credit employees or hired security personnel at the dealership,
    
    hold the vehicle keys and titles,
    
    require certified funds for all sold vehicles, or
    
    initiate legal actions to exercise rights under the financing agreements.
  
    
    a voluntary liquidation in which the dealer reduces its inventory through
ordinary course sales to retail customers,
    
    a forced liquidation in which the dealers inventory is transferred to another
dealer, returned to the manufacturer or auctioned, or
    
    a voluntary surrender of the dealers inventory.
 
 THE DEPOSITOR
  FCF Corp FCF LLC
  Description of the AgreementsSubsequent Depositors
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The
Sponsor and ServicerGeneral Securitization Experience
 For more information about the representations and repurchase obligations, you should read
Description of the AgreementsRepresentations of Ford Credit and the Depositor in this
prospectus.
  Plan of Distribution
 
 THE ISSUING ENTITY
    
    
    acquire and hold the receivables and other trust assets,
    
    issue the notes and pledge the trust assets to the indenture trustee to secure
payments on the notes,
    
    make payments on the notes, and
    
    engage in any other related activities to accomplish these purposes.
   
    
    without the consent of the related noteholders, if the depositor (1) provides
an officers certificate that the amendment will not materially and adversely affect
the interest of the noteholders and (2) delivers a required federal income tax opinion;
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
    
    without the consent of the related noteholders, if the depositor (1) provides
an officers certificate that the amendment is necessary to enable the trust to avoid
the imposition of certain state or local taxes and (2) delivers confirmation from each
rating agency that the amendment will not result in a reduction or withdrawal of the
then-current rating of any outstanding series or class; and
    
    with the consent of the holders of a majority of the outstanding amount of the
related notes (unless the amendment relates to the amount or timing of distributions or
the percentage of noteholders required to consent to such an amendment, in which case
all noteholders must consent), if the depositor delivers a required federal income tax
opinion.
 required federal income tax opinion
    
 THE OWNER TRUSTEE AND THE DELAWARE TRUSTEE
 co-trustees
  
    
    creating the trust by filing a certificate of trust with the Delaware Secretary
of State, along with the Delaware trustee,
    
    maintaining an account for the benefit of the holders of the transferor interest, and
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
    
    executing documents on behalf of the trust.
  
    
    creating the trust by filing a certificate of trust with the Delaware Secretary
of State, along with the owner trustee,
    
    accepting legal process served on the trust in the state of Delaware, and
    
    executing and filing any certificates with the Delaware Secretary of State
required pursuant to the Delaware Statutory Trust Statute.
      
 THE INDENTURE TRUSTEE
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
    
    holding the security interest in the receivables and other trust assets on
behalf of the noteholders,
    
    administering the trusts bank accounts,
    
    enforcing remedies following an event of default and acceleration of the notes,
    
    acting as note registrar to maintain a record of noteholders and provide for
the registration, transfer, exchange and replacement of notes, and
    
    acting as note paying agent to make payments from the trusts bank accounts to
the noteholders and others.
   For a description of the rights and duties of the indenture trustee after an event of default
and upon acceleration of the notes, you should read Description of IndentureEvents of Default;
Rights Upon Event of Default in this prospectus.
    26




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USE OF PROCEEDS
  
 THE TRUST PORTFOLIO
 
 Receivables in Designated Accounts
 e.g.
 27




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trust portfolio
 Description of the AgreementsEligible Accounts
  For more information about the designation and redesignation of accounts, you should read
Description of the AgreementsAdditional Designated Accounts and Redesignation of Accounts in
this prospectus.
 
 Other Floorplan Assets
 other floorplan assets
 
    
    participation interests in pooled participation receivables,
    
    participation interests in purchased participation receivables,
    
    syndicated receivables,
    
    third-party financed in-transit receivables, and
    
    third-party purchased receivables.
 pooled participation receivables
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purchased
participation receivables interests in other floorplan assets
 syndicated receivables
 third-party financed in-transit receivables
 third-party purchased receivables
   
 Additional Information Regarding the Trust Portfolio
  
    
    the number and total outstanding principal balance of the receivables,
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
    
    the average outstanding balance of principal receivables per designated account,
    
    the weighted average spread over the prime rate charged on the receivables,
    
    the total outstanding balance of ineligible receivables,
    
    the geographic concentration of the receivables, and
    
    the distribution of account balances.
 
 Static Pool Information
  
 DESCRIPTION OF THE NOTES
 The notes of each trust will be issued in series. Each series will represent an obligation of
the issuing trust only and not of any other trust. Although the following discussion summarizes
the terms generally applicable to the notes of any series that any trust may issue, all references
in this discussion to notes, noteholders and series relate only to those notes issued by a
single trust. Accordingly, you should read this discussion and the provisions that it summarizes
only in the context of that single trust.
 
 General
    
    
    the principal amount,
    
    the interest rate or method for determining the interest rate,
    
    the expected final payment date,
    
    the final maturity date,
    
    the rights to any series enhancement, and
    
    the note ratings.
  30




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Investor Default Amount and Reallocated
Principal Collections
 transferor interest transferor amount over New Issuances
 adjustment
payments
 required transferor amount
 (1)
    
    the sum of the products for all series issued by that trust of (a) the excess
of the required pool percentages for each of these series over 100%, times(b) their
initial invested amounts, plus(2)
    
    if applicable, the sum of the required subordinated amounts for each series
issued by that trust.
 
 New Issuances
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
    
    an indenture supplement specifying the principal terms of the new series,
    
    a required federal income tax opinion,
    
    an enhancement agreement for any enhancement required by the related indenture
supplement executed by the depositor and the series enhancer,
    
    confirmation from each rating agency that the new issuance will not result in a
reduction or withdrawal of its rating of any outstanding series or class,
    
    a certificate of an authorized officer of the depositor to the effect that such
officer reasonably believes the new issuance will not have a significant adverse
effect on any outstanding series or class, meaning that it will not cause an
amortization event or an event of default to occur, or materially and adversely effect
the amount or timing of payments to be made to the noteholders of any outstanding
series or class, and
    
    after giving effect to the new issuance, the net adjusted pool balance exceeds
the required pool balance.
  
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Interest Payments
   LIBOR
   
    
    interest collections allocated to the invested amount during the preceding
collection period or periods, except that if the notes are included in an interest
reallocation group, interest collections that would otherwise be allocated to them will
instead be combined
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with those of other series in the group and made available for all
series in that interest reallocation group,
    
    net investment earnings on any funds held in the trusts bank accounts,
    
    any excess interest collections from other series in the same excess interest
sharing group, and
    
    any series enhancement, including amounts available from any swap counterparty,
to the extent described in the prospectus supplement,
 interest funding account
 
 Principal Payments
  Revolving Period
 revolving period
 Accumulation Periods
  controlled accumulation period
 
    
    the end of the collection period preceding the distribution date on which the
notes of that series or class will be paid in full, and
 
    
    the day before the start of an early amortization period or an early
accumulation period for that series or class.
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early accumulation period
 
    
    the end of the collection period preceding the distribution date on which the
notes of that series or class will be paid in full,
    
    the final maturity date for that series or class, and
    
    the trust termination date.
 expected final
payment date
  Amortization Periods
  controlled amortization period
 
    
    the end of the collection period preceding the distribution date on which the
notes of that series or class will be paid in full, and
    
    the day before the start of an early amortization period or an early
accumulation period for that series or class.
 early amortization period
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
    
    the end of the collection period preceding the distribution date on which the
notes of that series or class will be paid in full,
    
    the final maturity date for that series or class, and
    
    the trust termination date.
   
 Amortization Events
 amortization event series amortization events trust amortization
events
 (1)
    
    a failure by the depositor to transfer to the trust receivables arising in
additional eligible accounts or, if applicable, interests in other floorplan assets
within ten business days after the date required to do so by the transfer and servicing
agreement,(2)
    
    the occurrence of bankruptcy or similar events relating to the depositor, Ford
Credit or Ford, unless written confirmation is received from each rating agency that,
with respect
to Ford Credit or Ford, it will not result in a reduction or withdrawal of its
rating of any outstanding series or class, or(3)
    
    the trust becomes subject to regulation as an investment company within the
meaning of the Investment Company Act of 1940.
  36




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Application of Collections
  
 Credit Enhancement and Other Enhancement
 series enhancement series enhancer
 Excess Spread
 excess spread
 Subordination of Transferor Interest
 available subordinated amount trust available subordinated amount
 37




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Subordination of Other Series or Classes
  
    
    the extent to which the rights of the holders of these subordinated notes to
receive distributions of principal and/or interest on any distribution date for that
series will be subordinated to the rights of the holders of other senior series or
senior notes within that series,
    
    if subordination will apply in all cases or only in the event of specified
types of losses or shortfalls not covered by other series enhancement,
    
    the manner, if any, in which the amount of subordination will change over time,
and
    
    the conditions under which amounts available from payments that would otherwise
be made to holders of those subordinated notes will be distributed to holders of other
senior series or senior notes of that series.
 Reserve Fund or Spread Account
 reserve fund spread account
 Accumulation Period Reserve Account
 accumulation period reserve account
 Cash Collateral Account or Guaranty
 cash collateral account cash collateral guaranty
 Letter of Credit
  38




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Surety Bond or Insurance Policy
  Guaranteed Investment Contract or Guaranteed Rate Agreement
  Interest Rate Swap or Cap
  
 Optional Redemption or Clean Up Call Option
 clean up call redemption price plus
 
 Final Payment of Principal; Termination
 final maturity date Description of
the IndentureEvents of Default; Rights Upon Event of Default
 trust termination date
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Defeasance
  
    
    a statement from a firm of nationally recognized independent public
accountants, to the effect that the deposit is sufficient to make all the payments
specified above,
    
    an officers certificate stating that the depositor reasonably believes that
the deposit and termination of obligations will not, based on the facts known to that
officer at the time of the certification, cause an event of default or an amortization
event with respect to any series,
    
    written confirmation from each rating agency that the deposit and termination
of obligations will not result in a reduction or withdrawal of its rating of any
outstanding series or class,
    
    a legal opinion that the deposit and termination of obligations will not result
in the trust being required to register as an investment company within the meaning
of the Investment Company Act of 1940, and
    
    a required federal income tax opinion.
 
 Reports to Noteholders
 paying agent Book Entry Registration
 For a description of the reports prepared by the servicer, you should read Description of the
AgreementsReporting Obligations of the Servicer in this prospectus.
  
 Groups
  40




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Excess Interest Sharing Groups
 excess interest sharing group excess interest collections
 Interest Reallocation Groups
 interest reallocation group
 For more information on the risks caused by the issuance of additional series, you should read
Risk FactorsIssuance of additional series by your trust could affect the timing and amounts of
the payments on your notes in this prospectus.
 Principal Sharing Groups
 principal sharing group
 
 Trust Bank Accounts
 collection account excess funding
account
   41




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Investor Percentage, Transferor Percentage and Credit Enhancement Percentage
  credit enhancement percentage
 investor percentage invested amount
 (1)
    
    the initial principal balance of the notes of that series or class, minus(2)
    
    the amount of principal previously paid to the noteholders of that series or
class, minus(3)
    
    the cumulative amount of unreimbursed reallocated principal collections for
that series or class, minus(4)
    
    the cumulative amount of unreimbursed investor charge-offs for that series or
class.
 adjusted invested amount, minus
 transferor percentage
 (1)
    
    100%, minus(2)
    
    the sum of the investor percentages for all series issued by that trust, minus(3)
    
    the sum of the credit enhancement percentages for all series issued by that
trust, if applicable.
 
 Application of Collections
 collection period
 (1)
    
    Ford Credits short-term debt is rated at least A-1 by Standard & Poors, F1 by
Fitch and P-1 by Moodys,
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(2)
    
    Ford Credit maintains a letter of credit or other form of enhancement
acceptable to the rating agencies to support Ford Credits obligation to deposit
collections into the collection account, or(3)
    
    Ford Credit otherwise satisfies each rating agencys requirements.
    (1)
    
    The transferor percentage of interest collections and principal collections
will be:
 (a)
    
    paid to the holders of the transferor interest to the extent
that these collections are not attributable to the trust available subordinated
amount,(b)
    
    deposited into the excess funding account in order to maintain
the net adjusted pool balance at the required pool balance, or(c)
    
    available for deposit into the collection account to the extent
that these collections are attributable to the trust available subordinated
amount for application and payment as set forth in the prospectus supplement,
except that such amounts may be deposited into the excess funding account in
order to maintain the net adjusted pool balance at the required pool balance.
 (2)
    
    The investor percentage of interest collections allocated to each series will
be available for deposit into the collection account for application and payment as set
forth in the prospectus supplement.(3)
    
    The investor percentage of principal collections allocated to each series that
is in its revolving period will be:
 (a)
    
    available to make principal payments or deposits required by
noteholders of one or more series in the same principal sharing group if those
collections are required to be treated as shared principal collections,(b)
    
    deposited into the excess funding account in order to maintain
the net adjusted pool balance at the required pool balance, or(c)
    
    paid to the holders of the transferor interest.
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(4)
    
    The investor percentage of principal collections allocated to each series that
is in its controlled accumulation period, controlled amortization period or early
accumulation period up to the amount, if any, specified in the prospectus supplement
will be deposited into the collection account or a principal funding account, as
applicable, for allocation and payment to noteholders as described in the prospectus
supplement. However, if principal collections exceed the principal payments required
to be allocated or distributed to noteholders, the excess will be paid to other
noteholders or to the holders of the transferor interest, subject to the limitations
described in clauses (1) and (3) above.(5)
    
    The investor percentage of principal collections allocated to each series that
is in its early amortization period will be deposited into the collection account for
application and payment as provided in the prospectus supplement.
  Interest collections
 (1)
    
    all collections of interest receivables owned by that trust and, if applicable,
the non-principal portion of the trusts interests in other floorplan assets, plus(2)
    
    all net investment earnings on amounts on deposit in the collection account and
the excess funding account, plus(3)
    
    all amounts recovered, including any insurance proceeds, on defaulted
receivables or on any interests in other floorplan assets that have defaulted.
 Principal collections
 (1)
    
    all collections of principal receivables owned by that trust and, if
applicable, the principal portion of the trusts interests in other floorplan assets,
plus(2)
    
    all amounts representing payments by related dealers under cash management
agreements entered into by such dealers with Ford Credit as described under The
Sponsor and ServicerServicing and Dealer RelationsPayment Terms in this prospectus,
   Interest receivables
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(1)
    
    all amounts billed and payable by the dealer pursuant to the related floorplan
financing agreement with Ford Credit that constitute (a) interest and (b) other
non-principal and non-interest charges, including flat charges established by Ford
Credit from time to time to cover miscellaneous costs, and(2)
    
    all adjustment fees payable by Ford to Ford Credit under the sale and
assignment agreement.
 Principal receivables
  required pool balance times plus
  
 Investor Default Amount and Reallocated Principal Collections
 investor
default amount
 investor charge-off
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Book-Entry Registration
 Definitive Notes Only in Limited Circumstances DTC
    
 Definitive Notes Only in Limited Circumstances
  
    
    the administrator determines that DTC is no longer willing or able to discharge
properly its responsibilities as depository for the notes and the administrator or the
depositor is unable to reach an agreement with a qualified successor,
    
    the administrator elects to terminate the book-entry system through DTC, or
    
    after the occurrence of an event of default or a servicer default, note owners
of a class representing at least a majority of the outstanding principal balance of
that class of notes advise the indenture trustee and the DTC in writing that they elect
to terminate the book-entry system through DTC for that class of notes.
 definitive notes
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DESCRIPTION OF THE INDENTURE
 Each trust will be a party to a separate indenture with an indenture trustee, under which the
trust will issue notes in one or more series, the terms of which will be specified in an indenture
supplement to that indenture. The following summarizes the material terms of each indenture. We
have filed forms of the indenture and the indenture supplement as exhibits to the registration
statement filed with the Securities and Exchange Commission that includes this prospectus.
 
 Events of Default; Rights Upon Event of Default
 event of default
 (1)
    
    failure to pay the principal of any note in full on its final maturity date,(2)
    
    failure to pay interest due on any notes within the time period specified in
the prospectus supplement,(3)
    
    the occurrence of a bankruptcy or similar event relating to the trust,(4)
    
    failure by the trust to observe or perform any covenant or agreement made in
the indenture and the failure continues or is not cured for a period of 60 days after
written notice was given to the trust by the indenture trustee or to the trust and the
indenture trustee by at least 25% of the outstanding principal balance of the affected
series, or(5)
    
    any other events of default for a series described in the prospectus
supplement.
   Acceleration of the Notes
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Remedies Following Acceleration
   
    
    may institute proceedings in its own name for the collection of all amounts
then payable on the accelerated notes,
    
    may take any other appropriate action to protect and enforce the rights and
remedies of the indenture trustee and the noteholders of the accelerated notes,
    
    may, at its own election or at the direction of the holders of at least a
majority of the outstanding principal balance of the accelerated notes of a series,
foreclose on and cause the trust to sell the portion of the trust assets securing the
accelerated notes, but only if the indenture trustee determines that the proceeds of
the sale of such assets will be sufficient to pay the principal of and interest on the
accelerated notes in full, or
    
    must, at the direction of the holders of at least 66-2/3% of the outstanding
principal balance of the notes of each class of the accelerated series, foreclose on
and cause the trust to sell the portion of the trust assets securing the accelerated
notes, regardless of the sufficiency of the proceeds from the sale of such assets to
pay the principal of and interest on the accelerated notes in full.
  Standard of Care of the Indenture Trustee Following an Event of Default
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Limitation on Suits
  (1)
    
    the noteholders of at least 25% of the outstanding principal balance of the
affected series have requested the indenture trustee in writing to institute such legal
proceeding,(2)
    
    the noteholders give the indenture trustee written notice of a continuing event
of default,(3)
    
    the noteholders offer reasonable security or indemnity to the indenture trustee
against any costs, expenses and liabilities that the indenture trustee may incur in
complying with the request,(4)
    
    the indenture trustee fails to institute the legal proceeding within 60 days
after its receipt of the notice, request and offer of indemnity, and(5)
    
    the holders of at least a majority of the outstanding principal balance of the
notes of that series have not given the indenture trustee any inconsistent direction
during the 60-day period.
  
 Notes Owned by Transaction Parties
  
 Modification of the Indenture
  
    
    without the consent of any noteholders, to correct or enhance the description
of any property subject to the lien of the indenture, to reflect the agreement of
another person to assume the role of the trust, to surrender certain rights of the
trust, to transfer or pledge property to the indenture trustee, to maintain
qualification under the Trust Indenture Act (or any other statute), to permit the
issuance of one or more new series of notes, to
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terminate a credit enhancement arrangement, in each case upon receipt of
confirmation from each rating agency that the action will not result in a reduction
or withdrawal of its rating of any outstanding series or class,
    
    without the consent of any noteholders and, to cure any ambiguity, to correct
or supplement any inconsistent provision in the indenture or to make any other
provisions with respect to matters or questions arising under the indenture, upon
receipt of an officers certificate of the depositor that, in the depositors
reasonable belief, the action will not have a significant adverse effect,
    
    without the consent of any noteholders, to add provisions to, change in any
manner or eliminate any provision of the indenture, or to change the rights of the
noteholders under the indenture, upon receipt of: (1) confirmation from each rating
agency that the action will not result in a reduction or withdrawal of its rating of
any outstanding series or class, (2) an officers certificate of the depositor that, in
the depositors reasonable belief, the action will not have a significant adverse
effect, and (3) a required federal income tax opinion,
    
    without the consent of any noteholders, to add, modify or eliminate any
provisions to avoid the imposition of state or local income or franchise taxes on the
trusts property or its income, upon receipt of (1) an officers certificate of the
depositor that the requirements under the indenture applicable to the proposed
amendments have been met and (2) confirmation from each rating agency that the action
will not result in a reduction or withdrawal of its rating of any outstanding series or
class,
    
    with the consent of the holders of at least 66-2/3% of the outstanding
principal balance of the notes of each adversely affected series, to change in any
manner or eliminate any provision of the indenture, or to change the rights of the
noteholders under the indenture, except as described in the next paragraph.
    
    with the consent of each noteholder affected, to:
 (1)
    
    change the due date of any installment of principal of or
interest on any note or the note interest rate,(2)
    
    reduce the principal balance or change the redemption price of
a note, or change the place of payment or the currency in which any note is
payable,(3)
    
    impair the right to institute suit for the enforcement of
specified payment provisions of the indenture,(4)
    
    reduce the percentage of the outstanding principal balance of
the notes of any series necessary to (a) direct the indenture trustee to
liquidate the trust assets if proceeds would be insufficient to pay the
principal balance and interest due on the notes, (b) amend certain sections of
the indenture and (c) enter into certain supplemental indentures,(4)
    
    modify any provisions regarding the voting of notes held by the
trust, the depositor, the servicer or any of their affiliates,
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(5)
    
    permit the creation of any lien superior or equal to the lien
of the indenture with respect to any of the collateral for any notes, or(6)
    
    terminate the lien on the collateral or deprive any noteholder
of the security provided by the lien of the indenture.
 
 Annual Compliance Statement
  
 List of Noteholders
  
 Satisfaction and Discharge of the Indenture
  
 DESCRIPTION OF THE AGREEMENTS
 Each trust will be a party to one or more separate transfer and servicing agreements under
which the depositor will transfer receivables and, if applicable, any interests in other floorplan
assets to the trust. The depositor will enter into a receivables purchase agreement with Ford
Credit, under which Ford Credit will sell receivables and, if applicable, interests in any other
floorplan assets to the depositor. If a trust has more than one depositor, each depositor will
enter into a separate transfer and servicing agreement with that trust and the servicer and a
separate receivables purchase agreement with Ford Credit. In each transfer and servicing
agreement, Ford Credit will agree to service the receivables and, if applicable, any interests in
other floorplan assets for the related trust. The following summarizes the material terms of each
transfer and servicing agreement and each receivables purchase agreement. We have filed forms of
these agreements as exhibits to the registration statement filed with the Securities and Exchange
Commission that includes this prospectus.
 
 Sale and Transfer of Assets
 Sale and Transfer of Receivables and Related Security
  
    
    receivables in the designated accounts as of the series cut-off date
specified in the related prospectus supplement for the first series issued by the
related trust and receivables in additional accounts as of the applicable additional
cut-off
date specified in the addition notice for such additional accounts,
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
    
    receivables arising in the designated accounts after the series cut-off date or
the additional cut-off date, as applicable,
    
    all related security consisting of:
 (1)
    
    the security interests granted by the dealers in the related
vehicles,(2)
    
    the junior security interests granted by some of the dealers in
non-vehicle related security, such as vehicle parts inventory, equipment,
fixtures, service accounts and, in some cases, real property and a personal
guarantee, and(3)
    
    all related rights under the sale and assignment agreement
between Ford and Ford Credit, and
 
    
    the proceeds of all of the above.
  Additional Designated Accounts Redesignation of Accounts
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For more information concerning the security interests in trust assets, you should read Risk
FactorsBankruptcy of Ford Credit or the depositor could result in accelerated, reduced or delayed
payments on your notes, The Sponsor and ServicerOrigination and UnderwritingSecurity Interests
in Vehicles and Non-Vehicle Related Security and Some Important Legal Issues Relating to the
Receivables in this prospectus.
 Sale and Transfer of Other Floorplan Assets
  
 Representations of Ford Credit and the Depositor
  Ford Credit and the depositor will make representations as to the receivables and designated
accounts transferred to the trust, including the following:
    
    at the time of transfer, each receivable and its related security is
transferred free and clear of any liens, except as otherwise permitted by the
transaction documents, and Ford Credit or the depositor, as applicable, has obtained
all governmental consents required to transfer that receivable and related security,
    
    at the time of designation for the trust and as of each series cut-off date,
each designated account is an eligible account, and
    
    at the time of transfer, each receivable being transferred is (1) an eligible
receivable or, (2) if the related prospectus supplement permits, an ineligible
receivable arising in an eligible account, so long as the available subordinated amount
for each series is increased as specified in the related prospectus supplement.
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transferor deposit amount
   
 Certain Covenants
  (1)
    
    that it will perform its obligations under the agreements relating to the
receivables and the accounts in conformity with its customary policies and procedures
relating to dealer floorplan accounts,(2)
    
    that, except for the sale of receivables under the receivables purchase
agreement and the interests created under the related transfer and servicing agreement,
it will not sell or pledge any interest in the receivables to any other person,(3)
    
    to defend and indemnify the depositor for any loss, liability or expense
incurred by the depositor in connection with a breach by Ford Credit of any of its
representations or covenants contained in the receivables purchase agreement, and(4)
    
    not to realize upon any security interest in a vehicle that it may have in
respect of advances or loans made in connection with the designated accounts other than
the related receivable until the related trust has fully realized on its security
interest in that
receivable, as described above under Sale and Transfer of AssetsSale and Transfer
of Receivables and Related Security.
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Subsequent Depositors
  
    
    a required federal income tax opinion, and
    
    confirmation from each rating agency that the designation will not result in a
reduction or withdrawal of its rating of any outstanding series or class.
 
 Eligible Accounts
 eligible account
 
    
    is in existence and maintained and serviced by or on behalf of Ford Credit,
    
    relates to a dealer showroom located in the geographical regions specified in
the applicable transfer and servicing agreement,
    
    is in favor of a dealer in which Ford or any of its affiliates does not have an
equity investment exceeding 5% as determined by the servicer on a quarterly basis,
    
    is in favor of a dealer that has not been classified by the servicer as
status (or other comparable classification) by reason of (1) the dealers failure to
make any principal or interest payments when due under the floorplan financing
agreement or (2) the occurrence of bankruptcy or similar events relating to the dealer,
and
    
    is an account as to which no material amounts have been charged off as
uncollectible at any time within the previous 24 months.
  
 Eligible Receivables
 eligible receivable
 
    
    was originated or acquired by Ford Credit in the ordinary course of business
and was originated or acquired on or after the eligible receivable origination cut-off
date specified in the related addition notice,
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
    
    except for any adjustment fees payable by Ford, is secured by a perfected first
priority interest in the related vehicle,
    
    does not relate to fleet purchases,
    
    relates to a car or truck,
    
    is the subject of a valid transfer and assignment from the depositor to the
trust of all the depositors rights and interest in the receivable, and all related
security,
    
    is created in compliance with all requirements of applicable law and pursuant
to, as applicable, the sales and service agreement, the sale and assignment agreement
or the floorplan financing agreement,
    
    as to which Ford, Ford Credit and the depositor, as applicable, have obtained
all material consents and governmental authorizations required to be obtained by them,
    
    as to which the trust will at all times have good and marketable title to the
receivable, free and clear of all liens arising before the transfer or arising at any
time, other than the liens permitted under the transfer and servicing agreement,
    
    except for any adjustment fees payable by Ford, will at all times be the legal
and assignable payment obligation of the related dealer, enforceable against the dealer
in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy or other similar laws,
    
    as to any adjustment fees payable by Ford, will at all times be the legal and
assignable payment obligation of Ford, enforceable against Ford in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy or other
similar laws,
    
    is not subject to any right of rescission, setoff or any other defense,
    
    as to which Ford, Ford Credit and the depositor have satisfied in all material
respects all of their obligations relating to the receivable required to be satisfied
by them,
    
    as to which none of Ford, Ford Credit or the depositor has taken or failed to
take any action that would materially impair the rights of the trust or the noteholders
in the receivable, and
    
    constitutes either a general intangible, an account, a payment intangible
or tangible chattel paper, each as defined in Article 9 of the Uniform Commercial
Code as in effect in the applicable jurisdiction.
 
 Additional Designated Accounts
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addition date
   
    
    the depositor has delivered:
 (1)
    
    an addition notice specifying the additional cut-off date and
the addition date,(2)
    
    an assignment of the related receivables and an account
schedule listing the additional accounts,(3)
    
    all collections relating to the additional accounts since the
additional cut-off date to the servicer, and(4)
    
    one or more opinions of counsel with respect to the transfer of
the receivables arising in the additional accounts,
 
    
    the depositor has represented that:
 (1)
    
    each additional account is an eligible account,(2)
    
    no selection procedures reasonably believed by the depositor to
be adverse to the interests of the noteholders and any series enhancers were
used in selecting the additional accounts,(3)
    
    the account schedule is true and correct in all material
respects,(4)
    
    none of Ford Credit, the depositor or the servicer is insolvent
or will be made insolvent by the transfer, and(5)
    
    the addition of the related receivables will not, in the
depositors reasonable belief, cause an amortization event to occur, and
 
    
    the depositor has delivered an officers certificate confirming that each of
the above conditions has been satisfied.
  
    
    the aggregate number or aggregate amount of principal receivables of such
additional accounts in any calendar quarter exceeds 10% of the number of all designated
accounts or the pool balance, respectively, or
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
    
    the aggregate number or the aggregate amount of principal receivables of such
additional accounts in any twelve-month period commencing on July 1 of each year
exceeds 20% of the number of all designated accounts or the pool balance, respectively.
 
 Redesignation of Accounts
 Eligible Accounts
   
    
    the depositor has delivered:
 (1)
    
    a notice specifying the redesignation date,(2)
    
    a notice directing the servicer to select for redesignation
eligible accounts whose principal receivables approximately equal the amount
specified by the depositor in such notice for removal from the trust,(3)
    
    a redesignated account schedule, and(4)
    
    a required federal income tax opinion,
 
    
    the depositor has represented that:
 (1)
    
    the redesignation will not, in the depositors reasonable
belief, cause an amortization event to occur or cause the net adjusted pool
balance to be less than the required pool balance,(2)
    
    the redesignated accounts were not chosen through a selection
process that was materially adverse to the interests of the noteholders, any
series enhancer or the holders of the transferor interest, and(3)
    
    the redesignated account schedule is true and correct in all
material respects, and
 
    
    the depositor has delivered an officers certificate confirming that each of
the above conditions has been satisfied.
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Ineligible Accounts
  
    
    deliver a notice specifying the redesignation date (which may be incorporated
in the monthly servicer report),
    
    deliver a redesignated account schedule, and
    
    represent that the redesignated account schedule is true and correct in all
material respects.
  
    
    remain in the trust, or
    
    be transferred to the depositor to the extent they do not exceed 3.0% of the
pool balance on a rolling 12-month basis.
  
    
    principal collections will be allocated to the receivable that relates to the
vehicle whose sale or lease generated such collections, and
    
    interest collections will be allocated between the trust and the depositor on
the basis of the ratio of the principal receivables owned by the trust arising in such
account to the total amount of principal receivables arising in such account.
  
 Servicing Compensation and Payment of Expenses
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Collection and Other Servicing Procedures
  
    
    it will not have an adverse effect on the noteholders,
    
    the change is made applicable to the comparable segment of the dealer floorplan
accounts owned or serviced by the servicer, and
    
    in the case of a reduction in the rate of interest charges, the reduction will
not cause the interest earned on the receivables to be less than the sum of the
interest payable on the notes and the servicing fee.
 
 Servicer Covenants
  
    
    satisfy all of its obligations in connection with the receivables and accounts,
maintain in effect all qualifications required to service the receivables and accounts
and comply in all material respects with all requirements of law in connection with
servicing the receivables and the accounts, the failure to comply with which would have
a material adverse effect on the noteholders, the holders of the transferor interest or
any series enhancers,
    
    not permit any rescission or cancellation of a receivable, except as ordered by
a court or other government authority,
    
    not do anything to impair the rights of the noteholders, the holders of the
transferor interest or any series enhancers in the receivables,
    
    not reschedule, revise or defer payments due on any receivable, except in
accordance with its customary policies and procedures, and
    
    except for the liens permitted by the transaction documents, not sell, transfer
or pledge to any other person or permit the creation or existence of any lien on the
receivables transferred to the trust.
 determination date
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Matters Regarding the Servicer and the Depositor
  
    
    upon a determination that performance of its duties is no longer permissible
under applicable law and there is no reasonable action that the servicer could take to
make the performance of its duties permissible under applicable law, or
    
    upon assumption of its obligations and duties by a successor in compliance with
the requirements relating to the servicers consolidation, merger or sale of its assets
to another person as described below.
     supplemental interest
  
    
    execution of a supplement to the transfer and servicing agreement,
    
    in the case of a succession relating to the depositor:
 (1)
    
    delivery to the owner trustee and the indenture trustee of (a)
a certificate of an authorized officer of the depositor and an opinion of
counsel, each addressing
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compliance with the transfer and servicing agreement
and the validity and enforceability of the supplemental agreement and (b) a
required federal income tax opinion, and(2)
    
    receipt of written confirmation from each rating agency that
the succession will not result in a reduction or withdrawal of its rating of
any outstanding series or class.
 
    
    in the case of a succession relating to the servicer:
 (1)
    
    delivery to the owner trustee and the indenture trustee of (a)
a certificate of an authorized officer of the successor and an opinion of
counsel, each addressing compliance with the transfer and servicing agreement
and the validity and enforceability of the supplemental agreement and (b) a
certificate of an authorized officer of the successor stating that it is
eligible to act as servicer under the transfer and servicing agreement, and(2)
    
    delivery to each rating agency of a notice informing such
rating agency of the succession.
 
 Servicer Default
  servicer default
 (1)
    
    failure by the servicer to make any payment, transfer or deposit, or to give
instructions or notice to the indenture trustee to make any payment, transfer or
deposit, on the required date or within the applicable grace period not exceeding five
business days,(2)
    
    failure by the servicer to observe or perform in any material respect any of
its other covenants or agreements if the failure:
 
    
    has a significant adverse effect, and
    
    continues unremedied for a period of 60 days after notice to
the servicer by the owner trustee or the indenture trustee, or to the servicer,
the owner trustee and the indenture trustee by noteholders of 10% or more of
the outstanding principal balance of all of all the series affected,
 or the assignment or the delegation by the servicer of its duties, except as
specifically permitted under the transfer and servicing agreement,(3)
    
    any representation made by the servicer in the transfer and servicing
agreement, or in any certificate delivered as required by the transfer and servicing
agreement, proves to have been materially incorrect when made and it:
 
    
    has a significant adverse effect, and
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
    
    continues unremedied for a period of 60 days after notice to
the servicer by the owner trustee or the indenture trustee, or to the servicer,
the owner trustee and the indenture trustee by noteholders of 10% or more of
the outstanding principal balance of all of all series affected,
 (4)
    
    the occurrence of bankruptcy or similar events relating to the servicer, or(5)
    
    any other event for a series described in the applicable prospectus supplement.
    
 Reporting Obligations of the Servicer
 Description of the NotesReports to Noteholders
 Monthly Investor Report
  
    
    the total amount distributed,
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
    
    the amount of principal and interest for distribution,
    
    if the series or a class of the series bears interest at a floating or variable
rate, information relating to that rate,
    
    interest collections and principal collections allocated to the series,
    
    the amount of new principal receivables transferred to the related trust during the
related collection period,
    
    the defaulted amount, which is the principal amount of defaulted receivables
owned by the trust, allocated to the series,
    
    reductions of the invested amount of the series and any reimbursements of
previous reductions of the invested amount,
    
    the monthly servicing fee for the series,
    
    the pool balance, which is the amount of the principal receivables and, if
applicable, the principal portion of the trusts interests in other floorplan assets,
as of any determination date,
    
    the adjusted pool balance, which is the sum of the pool balance as of any
determination date, plusthe amount then on deposit in the excess funding account
(excluding net investment earnings)
    
    the net adjusted pool balance, which is the adjusted pool balance as of any
determination date minusthe non-conforming receivable amount as of that date
    
    the outstanding principal balance of the notes,
    
    the invested amount and adjusted invested amount,
    
    the amount of net swap payments paid to or received from, the swap counterparty, if
any, during the related collection period, and
    
    the amount available under any other series enhancement for the series or for each
class of the series.
 defaulted receivable
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Annual Compliance Reports
  
    
    Compliance Certificate: a certificate stating that the servicer has
fulfilled all of its obligations under the transfer and servicing agreement in all
material respects throughout the preceding calendar year or, if there has been a
failure to fulfill any such obligation in any material respect, specifying the nature
and status of each failure,
    
    Assessment of Compliance: an assessment of compliance with the minimum
servicing criteria regarding general servicing, cash collection and administration,
investor remittances and reporting and pool asset administration during the preceding
calendar year, including disclosure of any material instance of noncompliance
identified by the servicer, and
    
    Attestation Report: a report by a registered public accounting firm
that attests to, and reports on, the assessment made by the servicer of compliance with
the minimum servicing criteria described above, which must be made in accordance with
standards for attestation engagements issued or adopted by the Public Company
Accounting Oversight Board .
 www.fordcredit.com/institutionalinvestments/index.jhtml.
 
 Amendments
  
    
    without the consent of any noteholders, if the depositor delivers (1) an
officers certificate stating that, in such officers reasonable belief, the amendment
will not have a significant adverse effect and (2) confirmation from each rating agency
that the amendment will not result in a reduction or withdrawal of its rating of any
outstanding series or class,
    
    without the consent of any noteholders, in order to cure any ambiguity, to
correct or supplement any inconsistent provision upon receipt of an officers
certificate of the depositor that, in such officers reasonable belief, the action will
not have a significant adverse effect,
    
    without the consent of any noteholders, to add, modify or eliminate any
provisions to avoid the imposition of certain state or local income or franchise taxes
if the depositor delivers (1) an officers certificate that the requirements under the
transfer and servicing agreement applicable to the amendment have been met and (2)
confirmation from each rating agency that the amendment will not result in a reduction
or withdrawal of its rating of any outstanding series or class,
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
    
    without the consent of any noteholders, for the addition or a sale of
receivables to the trust portfolio,
    
    with the consent of the holders of at least 66-2/3% of the outstanding
principal balance of the notes of each adversely affected series, to make any other
change, except as described in the next paragraph; and
    
    with the consent of each noteholder affected, to (1) reduce the amount or delay
the timing of any payment or deposit, (2) change the manner of calculating the
interests of a noteholder in the trust assets, and (3) reduce the percentage of the
outstanding principal balance of the notes required to consent to any amendment.
 
 Termination
  
 SOME IMPORTANT LEGAL ISSUES RELATING TO THE RECEIVABLES
 
 Sale and Transfer of Receivables
  
    
    its transfer to the related trust constitutes a valid transfer and assignment
to the trust of the receivables, and
    
    under the UCC, the trust has:
 (1)
    
    a valid and enforceable first priority perfected ownership
interest in the receivables, in existence at the time the receivables are sold
and assigned to the trust or at the date of addition of any additional
accounts, and(2)
    
    a valid and enforceable first priority perfected ownership
interest in the receivables created thereafter, in existence at and after their
creation.
 For a discussion of the trusts rights arising from these representations not being satisfied,
you should read Description of the AgreementsRepresentations of Ford Credit and the Depositor in
this prospectus.
 tangible chattel
paper accounts payment intangibles general intangibles
 
    
    tangible chattel paper, accounts or payment intangibles and the transfer of the
receivables by Ford Credit to the depositor or by the depositor to the trust is deemed
to be a sale or to create a security interest, or
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
    
    general intangibles and the transfer of the receivables by Ford Credit to the
depositor or by the depositor to the trust is deemed to create a security interest,
  i.e. Description of the
AgreementsMatters Regarding the Servicer and the Depositor
 
 Matters Relating to Bankruptcy
 Sale of the Receivables true sale true sale
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
    
    the in-transit receivables and the collections on the in-transit receivables
would not be property of Fords bankruptcy estate under U.S. federal bankruptcy laws,
    
    the receivables and the collections on the receivables would not be property of
Ford Credits bankruptcy estate under U.S. federal bankruptcy laws, and
    
    the automatic stay under U.S. federal bankruptcy laws would not apply to
prevent payment of the collections on the receivables to the depositor or the trust.
  Structure of Depositor; Risk of Substantive Consolidation. bankruptcy-remote
  substantive consolidation
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Transfer of Receivables by the Depositor to the Trust; Perfection of Security Interests true sale bankruptcy-remote
 true sale
 Bankruptcy Proceedings of Ford Credit, the Depositor or the Servicer.
  
    
    the transfer of new receivables to that depositor would be prohibited under the
receivables purchase agreement, and
    
    only collections on receivables previously sold to the depositor and
transferred to the trust would be available to pay interest and principal on the notes.
   
 MATERIAL FEDERAL INCOME TAX CONSEQUENCES
 
 General
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IRS,
  
    
    purchase notes in the initial distribution of the notes,
    
    are citizens or residents of the United States, including domestic
corporations, limited liability companies and partnerships, and
    
    hold the notes as capital assets within the meaning of Section 1221 of the
Internal Revenue Code.
 U.S. noteholder
 
    
    a citizen or resident of the United States,
    
    a corporation created or organized in or under the laws of the United States,
any state thereof or the District of Columbia,
    
    an estate whose income is subject to United States federal income tax
regardless of its source, or
    
    a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States persons
have the authority to control all substantial decisions of the trust or that has made a
valid election under applicable Treasury Regulations to be treated as a United States
person.
 U.S. noteholder non-U.S. noteholder
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Tax Characterization of the Trusts
  unrelated business taxable income
 
 Tax Characterization and Treatment of the Notes
 Characterization as Debt.
 For a discussion of the potential federal income tax consequences to noteholders if the IRS
were successful in challenging the characterization of the notes for United States federal income
tax purposes, you should read Tax Characterization of the Trusts above.
 Treatment of Stated Interest. OID
 Original Issue Discount. OID
 Disposition of Notes.
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Information Reporting and Backup Withholding
 Tax Consequences to Non-U.S. Noteholders. Withholding Agent
 
    
    is signed under penalties of perjury by the beneficial owner of the note,
    
    certifies that such owner is not a U.S. noteholder, and
    
    provides the beneficial owners name and address.
 Withholding Agent
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
    
    the gain is not effectively connected with the conduct of a trade or business
in the United States by the non-U.S. noteholder, and
    
    in the case of a foreign individual, the non-U.S. noteholder is not present in
the United States for 183 days or more in the taxable year.
 effectively connected earnings and profits
 
 STATE AND LOCAL TAX CONSEQUENCES
  
 ERISA CONSIDERATIONS
 
 General Investment Considerations
 ERISA plans
 
    
    whether the investment is permitted under the plans governing documents,
    
    whether the fiduciary has the authority to make the investment,
    
    whether the investment is consistent with the plans funding objectives,
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
    
    the tax effects of the investment,
    
    whether under the general fiduciary standards of investment prudence and
diversification an investment in notes is appropriate for the plan, taking into account
the overall investment policy of the plan and the composition of the plans investment
portfolio, and
    
    whether the investment is prudent considering the factors discussed in this
prospectus and the prospectus supplement.
 parties in interest disqualified
persons
 ERISA Considerations
 
 Prohibited Transactions
 plan assets equity interest
 party in interest disqualified person
 
 Benefit Plans Not Subject to ERISA or the Internal Revenue Code
 ERISA Considerations
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PLAN OF DISTRIBUTION
        
    
    over-allotments, in which members of the selling syndicate sell more notes than
the seller actually sold to the syndicate, creating a syndicate short position,
    
    stabilizing transactions, in which purchases and sales of the notes may be made
by the members of the selling syndicate at prices that do not exceed a specified
maximum,
    
    syndicate covering transactions, in which members of the selling syndicate
purchase the notes in the open market after the distribution is completed in order to
cover syndicate short positions, and
    
    penalty bids, by which underwriters reclaim a selling concession from a
syndicate member when any of the notes originally sold by that syndicate member are
purchased in a syndicate covering transaction to cover syndicate short positions.
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LEGAL OPINIONS
  
 WHERE YOU CAN FIND MORE INFORMATION
  http://www.sec.gov www.ford.com www.fordcredit.com
 www.fordcredit.com/institutionalinvestments/index.jhtml
 
 INCORPORATION OF DOCUMENTS BY REFERENCE
  www.fordcredit.com/
institutionalinvestments/index.jhtml
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INDEX OF DEFINED TERMS FOR PROSPECTUS
 accumulation period reserve account
    
    
    38addition date
    
    
    56additional cut-off date
    
    
    51adjusted invested amount
    
    
    41adjusted pool balance
    
    
    63adjustment fee
    
    
    9adjustment payments
    
    
    31amortization event
    
    
    35available subordinated amount
    
    
    37cash collateral account
    
    
    38cash collateral guaranty
    
    
    38clean up call
    
    
    7,39collection account
    
    
    41collection period
    
    
    42controlled accumulation period
    
    
    34controlled amortization period
    
    
    35co-trustees
    
    
    24credit enhancement percentage
    
    
    41defaulted amount
    
    
    63defaulted receivable
    
    
    64definitive notes
    
    
    46determination date
    
    
    60DTC
    
    
    45early accumulation period
    
    
    34early amortization period
    
    
    35eligible account
    
    
    54eligible receivable
    
    
    55eligible receivable origination cut-off date
    
    
    55ERISA
    
    
    72event of default
    
    
    46excess funding account
    
    
    41excess interest collections
    
    
    40excess interest sharing group
    
    
    40excess spread
    
    
    37expected final payment date
    
    
    34FCF Corp
    
    
    22FCF LLC
    
    
    22final maturity date
    
    
    39Ford
    
    
    2Ford Credit
    
    
    2interest collections
    
    
    43interest funding account
    
    
    33interest reallocation group
    
    
    40interest receivables
    
    
    44interests in other floorplan assets
    
    
    29in-transit period
    
    
    9,17invested amount
    
    
    41investor charge-off
    
    
    45investor default amount
    
    
    44investor percentage
    
    
    41IRS
    
    
    69LIBOR
    
    
    32net adjusted pool balance
    
    
    63new vehicles
    
    
    16non-U.S. noteholder
    
    
    70OID
    
    
    70other floorplan assets
    
    
    28owner trustee
    
    
    2parties in interest
    
    
    73plans
    
    
    72pool balance
    
    
    63pooled participation receivables
    
    
    28principal collections
    
    
    43principal receivables
    
    
    44principal sharing group
    
    
    40purchased participation receivables
    
    
    29redemption price
    
    
    39required federal income tax opinion
    
    
    24required pool balance
    
    
    44required transferor amount
    
    
    31reserve fund
    
    
    37revolving period
    
    
    33SEC
    
    
    2series amortization events
    
    
    35series cut-off date
    
    
    51series enhancement
    
    
    36series enhancer
    
    
    36servicer default
    
    
    61spread account
    
    
    37status
    
    
    22supplemental interest
    
    
    61syndicated receivables
    
    
    29third-party financed in-transit receivables
    
    
    29third-party purchased receivables
    
    
    29transferor amount
    
    
    31transferor deposit amount
    
    
    53transferor interest
    
    
    31transferor percentage
    
    
    41trust
    
    
    2trust amortization events
    
    
    35trust available subordinated amount
    
    
    37trust portfolio
    
    
    28trust termination date
    
    
    39U.S. noteholder
    
    
    69used vehicles
    
    
    17
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You should rely only on the information contained in or incorporated by reference into
this prospectus supplement or the prospectus. Ford Credit has not authorized anyone to give you
different information. You should not rely on the accuracy of the information in this prospectus
supplement or the prospectus for any date other than on this date. Ford Credit is not offering the
notes in any states where it is not permitted.
 
 Ford Credit Floorplan Corporation
Ford Credit Floorplan LLC
Depositor
 Ford Motor Credit Company
Sponsor and Servicer
 
 Dealer Prospectus Delivery Obligation . Until 90 days after the date of this prospectus
supplement all dealers that effect transactions in these securities, whether or not participating
in the offering, may be required to deliver a prospectus. This is in addition to the dealers
obligation to deliver a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
 Ford Credit Floorplan Master
Owner Trust
  Issuing Entity or Trust
 $ Class A [Fixed][Floating Rate]
Asset Backed Notes
 $  Class B [Fixed][Floating Rate]
Asset Backed Notes
 
 PROSPECTUS SUPPLEMENT
 
 [NAMES OF
UNDERWRITERS]
   79




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##### Table of Contents



PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
 Item 14. Other Expenses of Issuance and Distribution.
  
 Securities and Exchange Commission
    
    $
    535,000Rating agency fees
    
    $
    850,000Printing
    
    $
    75,000Legal fees and expenses
    
    $
    350,000Accountants fees
    
    $
    250,000Fees and expenses of Indenture Trustee
    
    $
    70,000Fees and expenses of Owner Trustee
    
    $
    30,000Miscellaneous expenses
    
    $
    40,000Total
    
    $
    2,200,000
 
 
 
 
 Item 15. Indemnification of Directors and Officers.
    Exculpation.
 Liabilities: Indemnification.
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Indemnified Party" Damages"
   II-2




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Amendments: Indemnification.
 II-3




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II-4




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II-5




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(i)
    
    for any breach of the directors duty of loyalty to the Corporation
or its stockholders,(ii)
    
    for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,(iii)
    
    under Section 174 of the Delaware General Corporation Law or(iv)
    
    for any transaction from which the director derived an improper
personal benefit.
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(c)(i)
    
    Each person who was or is made a party or is threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative, investigative or otherwise (hereinafter a proceeding), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director, officer or employee of the Corporation or
is or was serving at the request of the Corporation as a director, officer or
employee of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official capacity as
a director, officer or employee or in any other capacity while serving as a
director, officer or employee, will be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including penalties, fines, judgments, attorneys fees, amounts paid or to be
paid in settlement and excise taxes imposed on fiduciaries with respect to (i)
employee benefit plans, (ii) charitable organizations or (iii) similar matters)
reasonably incurred or suffered by such person in connection therewith and such
indemnification will continue as to a person who has ceased to be a director,
officer or employee and will inure to the benefit of his or her heirs, executors
and administrators; provided, however, that the Corporation will indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person (other than pursuant to subparagraph (c)(ii) of
this Article Six) only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this subparagraph (c)(i) is a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer,
 II-7




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including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified under this
subparagraph (c)(i) or otherwise.(ii)
    
    If a claim which the Corporation is obligated to pay under
subparagraph (c)(i) of this Article Six is not paid in full by the Corporation
within 60 days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant will be entitled to be paid also the expense of prosecuting such claim.
It will be a defense to any such action (other than an action brought to enforce
a claim for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been tendered
to the Corporation) that the claimant has not met the standards of conduct which
make it permissible under the Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel or its stockholders)
that the claimant has not met such applicable standard of conduct, will be a
defense to the action or create a presumption that the claimant has not met the
applicable standard of conduct.(iii)
    
    The provisions of this paragraph (c) of Article Six cover claims,
actions, suits and proceedings, civil or criminal, whether now pending or
hereafter commenced, and is retroactive to cover acts or omissions or alleged
acts or omissions which heretofore have taken place. If any part of this
paragraph (c) of Article Six should be found to be invalid or ineffective in any
proceeding, the validity and effect of the remaining provisions will not be
affected.(iv)
    
    The right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in this
paragraph (c) of Article Six is not exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested directors
or otherwise.
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(v)
    
    The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.(vi)
    
    The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification, and rights to be paid by
the Corporation the expenses incurred in defending any proceeding in advance of
its final disposition, to any agent of the Corporation to the fullest extent of
the provisions of this paragraph (c) of Article Six with respect to the
indemnification and advancement of expenses of directors, officers and employees
of the Corporation.
   5.1. Limitation on Liability of Directors.
 (i)
    
    for any breach of the directors duty of loyalty to the corporation
or its stockholders,(ii)
    
    for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,(iii)
    
    under Section 174 of the Delaware General Corporation Law or
 II-9




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(iv)
    
    for any transaction from which the director derived an improper
personal benefit.
  5.2 Effect of any Repeal or Modification of Subsection 5.1
 5.3. Indemnification and Insurance.
 5.3a. Right to Indemnification.
 II-10




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5.3b Right of Claimant to Bring Suit.
 5.3c Miscellaneous.
 5.3d Non-Exclusivity of Rights.
 5.3e. Insurance.
 II-11




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5.3f. Indemnification of Agents of the Corporation.
   Item 16. Exhibits and Financial Statements.
  1.1
    
    
    
    Form of Underwriting Agreement for the Notes.*1.2
    
    
    
    Form of Indemnification Agreement.*3.1
    
    
    
    Amended and Restated Certificate of Formation of Ford Credit Floorplan .*3.2
    
    
    
    Amended and Restated Limited Liability Company Agreement of Ford Credit
Floorplan LLC.*3.3
    
    
    
    Restated Certificate of Incorporation of Ford Credit Floorplan Corporation. *3.4
    
    
    
    By-Laws of Ford Credit Floorplan Corporation. *4.1
    
    
    
    Form of Indenture between the Trust and the Indenture Trustee.*4.2
    
    
    
    Form of Indenture Supplement (including forms of Notes).*4.3
    
    
    
    Form of Trust Agreement between the Depositors, the Delaware Trustee and the
Owner Trustee (including forms of Certificates).*5.1
    
    
    
    Opinion of Dewey Ballantine LLP with respect to legality.*8.1
    
    
    
    Opinion of Dewey Ballantine LLP with respect to federal income tax matters.*10.1
    
    
    
    Form of Interest Rate Swap between the Trust and the Swap Counterparty.*
 II-12




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23.1
    
    
    
    Consent of Dewey Ballantine LLP (included as part of Exhibit 5.1).*23.2
    
    
    
    Consent of Dewey Ballantine LLP (included as part of Exhibit 8.1).*24.1
    
    
    
    Powers of Attorney.*25.1
    
    
    
    Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
(Incorporated by Reference to Exhibit 25 to the Co-Registrants Form 8-K
filed on July 30, 2001, file no. 033-39027).99.1
    
    
    
    Form of Transfer and Servicing Agreement among the Depositor, the Servicer
and the Trust.*99.2
    
    
    
    Form of Receivables Purchase Agreement between the Depositor and Ford
Credit.*99.3
    
    
    
    Form of Administration Agreement among the Trust, the Administrator and the
Indenture Trustee.*
 
 *
    
    Filed herewith. II-13




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Item 17. Undertakings.
  (a) Rule 415 Offering
         II-14




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II-15




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(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
  (c) Request for Acceleration of Effective Date.
  (d) Filings in Reliance on Rule 430A.
    II-16




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(e) Qualification of Trust Indentures Under the Trust Indenture Act of 1939 For Delayed Offerings
  (f) Filings Regarding Asset-Backed Securities Incorporating By Reference Subsequent Exchange Act
Documents by Third Parties.
  (g) Filings Regarding Asset-Backed Securities That Provide Certain Information Through an Internet
Web Site.
  II-17




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SIGNATURES
 
  
 FORD CREDIT FLOORPLAN CORPORATIONBy:
    /s/ David M. Brandi*(David M. Brandi, Chairman of the Board ofDirectors of Ford Credit FloorplanCorporation)FORD CREDIT FLOORPLAN LLCBy:
    /s/ David M. Brandi*(David M. Brandi, Chairman of the Board ofManagers of Ford Credit Floorplan LLC)
  
 Signature
    
    Title
    
    Date/s/ David M. Brandi*

(David M. Brandi)
    
    Chairman of the Board of 
Directors and President and
Treasurer (principal
executive officer and
principal financial officer)
    
    May 30, 2006/s/ Jane L. Carnarvon*

(Jane L. Carnarvon)
    
    Director and
Controller (principal
accounting officer)
    
    May 30, 2006/s/ Susan J. Thomas*

(Susan J. Thomas)
    
    Director
    
    May 30, 2006
 
 *By:
    
    /s/ Joseph P. Topolski(Joseph P. Topolski, Attorney
in Fact)
 II-18




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Signature
    
    Title
    
    Date/s/ David M. Brandi*

(David M. Brandi)
    
    Chairman of the Board of 
Managers and President and
Treasurer (principal
executive officer and
principal financial officer)
    
    May 30, 2006/s/ Jane L. Carnarvon*

(Jane L. Carnarvon)
    
    Manager and
Controller  (principal
accounting officer)
    
    May 30, 2006/s/ Susan J. Thomas*

(Susan J. Thomas)
    
    Manager
    
    May 30, 2006
 
 *By:
    
    /s/ Joseph P. Topolski(Joseph P. Topolski, Attorney
in Fact)
 II-19




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EXHIBIT INDEX
 Exhibit
    
    
    
    Description1.1
    
    
    
    Form of Underwriting Agreement for the Notes.*1.2
    
    
    
    Form of Indemnification Agreement.*3.1
    
    
    
    Amended and Restated Certificate of Formation of Ford Credit Floorplan LLC.*3.2
    
    
    
    Amended and Restated Limited Liability Company Agreement of Ford Credit
Floorplan LLC.*3.3
    
    
    
    Restated Certificate of Incorporation of Ford Credit Floorplan Corporation. *3.4
    
    
    
    By-Laws of Ford Credit Floorplan Corporation. *4.1
    
    
    
    Form of Indenture between the Trust and the Indenture Trustee.*4.2
    
    
    
    Form of Indenture Supplement (including forms of Notes).*4.3
    
    
    
    Form of Trust Agreement between the Depositors, the Delaware Trustee and the
Owner Trustee (including forms of Certificates).*5.1
    
    
    
    Opinion of Dewey Ballantine LLP with respect to legality.*8.1
    
    
    
    Opinion of Dewey Ballantine LLP with respect to federal income tax matters.*10.1
    
    
    
    Form of Interest Rate Swap between the Trust and the Swap Counterparty.*23.1
    
    
    
    Consent of Dewey Ballantine LLP (included as part of Exhibit 5.1).*23.2
    
    
    
    Consent of Dewey Ballantine LLP (included as part of Exhibit 8.1).*24.1
    
    
    
    Powers of Attorney.*25.1
    
    
    
    Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
(Incorporated by Reference to Exhibit 25 to the Co-Registrants Form 8-K filed
on July 30, 2001, file no. 033-39027).99.1
    
    
    
    Form of Transfer and Servicing Agreement among the Depositor, the Servicer and
the Trust.*99.2
    
    
    
    Form of Receivables Purchase Agreement between the Depositor and Ford Credit.*99.3
    
    
    
    Form of Administration Agreement among the Trust, the Administrator and the
Indenture Trustee.*
 
 *
    
    Filed herewith. II-20