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                                                                     Exhibit 1.1
                                                                  Execution Copy


                   FORD CREDIT FLOORPLAN MASTER OWNER TRUST A

                 SERIES 2006-3 FLOATING RATE ASSET BACKED NOTES

                        FORD CREDIT FLOORPLAN CORPORATION

                                       AND

                            FORD CREDIT FLOORPLAN LLC

                                  (DEPOSITORS)

                             UNDERWRITING AGREEMENT

                                                              New York, New York
                                                                   June 21, 2006

Each of the Underwriters party to
this agreement, as an Underwriter and as a Representative
of the other Underwriters named in
the Terms Annex

Ladies and Gentlemen:

     1. Introduction. Each of Ford Credit Floorplan Corporation, a Delaware
corporation, ("FCF Corp" or a "Depositor")) and Ford Credit Floorplan LLC, a
Delaware limited liability company ("FCF LLC" or a "Depositor" and, together
with FCF Corp, the "Depositors"), propose to sell the notes (the "Notes")
described in the Terms Annex (the "Terms Annex") that is attached as Annex A and
incorporated into and made part of this agreement (this agreement including the
Terms Annex, this "Agreement") through the representatives (the
"Representatives") of the underwriters signing this Agreement (the
"Underwriters").

          The Notes will be issued by Ford Credit Floorplan Master Owner Trust
A, a Delaware statutory trust (the "Issuer" or the "Trust") established under a
trust agreement (the "Trust Agreement") between the Depositors, The Bank of New
York, as owner trustee (the "Owner Trustee"), and The Bank of New York
(Delaware), as Delaware trustee (the "Delaware Trustee"), and will be secured by
a revolving pool of receivables arising in connection with the purchase and
financing by various motor vehicle dealers of their new and used car and light
truck inventory and the Related Security and certain monies due thereunder on or
after the Series Cutoff Date identified in the Terms Annex. The assets of the
Issuer also include an Interest in Other Floorplan Assets comprised of a
participation interest in a pool of Receivables existing outside of the Issuer.
References herein to the Receivables include the Receivables held by the Issuer
both directly and indirectly through any participation interest.

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          The Receivables arising from the purchase by dealers of
Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or
have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford
Motor Credit Company, a Delaware corporation ("Ford Credit"), pursuant to an
amended and restated sale and assignment agreement between Ford and Ford Credit
dated as of June 1, 2001 (the "Sale and Assignment Agreement"). All Receivables
have been or will be sold by Ford Credit to the Depositors pursuant to separate
receivables purchase agreements between Ford Credit and FCF Corp and between
Ford Credit and FCF LLC, each as further described in the Terms Annex, and in
turn transferred by each Depositor to the Issuer and serviced for the Issuer by
Ford Credit (in such capacity, the "Servicer") pursuant to a transfer and
servicing agreement, each as further described in the Terms Annex. The Notes
will be issued in an aggregate principal amount of $1,500,000,000. The Notes
will be issued pursuant to an indenture, dated as of August 1, 2001 (the "Base
Indenture"), between the Issuer and JPMorgan Chase Bank, N.A., as indenture
trustee (the "Indenture Trustee"), as supplemented by the Series 2006-3
supplement to the Base Indenture, to be dated as of June 1, 2006 (the "Indenture
Supplement"), between the Issuer and the Indenture Trustee. The Base Indenture
and the Indenture Supplement are collectively referred to as the "Indenture."
Payments in respect of the Class B Notes, to the extent specified in the
Indenture, are subordinated to the rights of the holders of the Class A Notes.

          Ford Credit has agreed to provide notices and perform on behalf of the
Issuer certain other administrative obligations required of the Issuer by the
Transfer and Servicing Agreements, the Base Indenture and each indenture
supplement for each series of Notes issued by the Issuer pursuant to an amended
and restated administration agreement dated as of December 19, 2002 (the
"Administration Agreement"), among Ford Credit, as administrator (in such
capacity, the "Administrator"), the Indenture Trustee and the Issuer.

          The Sale and Assignment Agreement, the Receivables Purchase
Agreements, the Transfer and Servicing Agreements, the Indenture, the Trust
Agreement and the Administration Agreement are referred to herein, collectively,
as the "Basic Documents." This Underwriting Agreement, the indemnification
agreement dated June 21, 2006 (the "Indemnification Agreement"), among Ford
Credit and the Representatives and the Basic Documents are collectively called
the "Transaction Documents". Capitalized terms used herein and not otherwise
defined have the meanings given them in the Transaction Documents.

          The Depositors have prepared and filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act") and the rules and regulations of the Commission
under the Securities Act (the "Rules and Regulations"), a registration statement
on Form S-3 (having the registration number stated in the Terms Annex),
including a form of prospectus and all amendments that are required as of the
date of this Agreement relating to the Notes and the offering of notes from time
to time in accordance with Rule 415 under the Securities Act. The registration
statement, as amended, has been declared effective by the


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Commission. Such registration statement, as amended at the time of
effectiveness, including all material incorporated by reference therein, is
referred to in this Agreement as the "Registration Statement." The Depositors
also have filed with, or will file with, the Commission pursuant to Rule 424(b)
("Rule 424(b)") under the Securities Act a prospectus supplement relating to the
Notes (the "Prospectus Supplement"). The prospectus relating to the Notes in the
form first required to be filed to satisfy the condition set forth in Rule
172(c) under the Securities Act is referred to as the "Base Prospectus", and the
Base Prospectus as supplemented by the Prospectus Supplement required to be
filed to satisfy the condition set forth in Rule 172(c) under the Securities Act
is referred to as the "Prospectus." Any reference in this Agreement to the
Registration Statement, any preliminary prospectus used in connection with the
offering of the Notes described in the Terms Annex (the "Preliminary
Prospectus") or the Prospectus will be deemed to refer to and include any
exhibits thereto and any documents incorporated by reference therein, as of the
effective date of the Registration Statement or the date of such Preliminary
Prospectus or Prospectus, as the case may be.

          At or prior to the time that the Underwriters first sold the Notes to
investors, which time will be specified in the Terms Annex (such time, the "Time
of Sale"), the Depositors had prepared the Preliminary Prospectus and the
information (including any "free-writing prospectus," as defined pursuant to
Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the
Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale
Information"). If, subsequent to the date of this Agreement, the Depositors and
the Representatives determine that such information included an untrue statement
of material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading and the
Representatives advise the Depositors that they have reformed the purchase
contracts with investors of the Notes, then the "Time of Sale" shall refer to
the time of entry into the first reformed purchase contract and "Time of Sale
Information" will refer to the information available to purchasers at the time
of entry into the first reformed purchase contract (but prior to the Closing
Date), including any information that corrects such material misstatements or
omissions (such new information, the "Corrective Information") and the Terms
Annex will be deemed to be amended to include such Corrective Information in the
Time of Sale Information. Notwithstanding the foregoing, for the purposes of the
Indemnification Agreement and Section 7 hereof, in the event that an investor
elects not to reform its purchase contract, "Time of Sale" shall refer to the
time of entry into such purchase contract and "Time of Sale Information" with
respect to Notes to be purchased by such investor shall refer to information
available to such purchaser at the time of entry into such purchase contract.

     2. Representations and Warranties of the Depositors. Each Depositor
represents and warrants to and agrees with the Underwriters that, as of the date
of this Agreement:

          (a) Registration Statement and Prospectus. The Registration Statement
has been declared effective by the Commission under the Securities Act; no stop
order suspending the effectiveness of the Registration Statement has been


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issued by the Commission and no proceeding for that purpose has been instituted
or, to the knowledge of the Depositors, threatened by the Commission, and the
Registration Statement and the Prospectus and any amendment thereto, at the time
the Registration Statement became effective, and as of the Time of Sale,
complied, and as of the date of the Prospectus Supplement will comply, in all
material respects with the Securities Act and the Registration Statement did not
at the time the Registration Statement became effective or as of the Time of
Sale, and will not on the Closing Date, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and as of the date of
the Prospectus and any amendment or supplement thereto and on the date of this
Agreement, the Prospectus will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided that the Depositors make no
representation and warranty with respect to any statements or omissions made in
reliance upon and in conformity with information relating to any Underwriter
furnished to a Depositor in writing by such Underwriter through the
Representatives expressly for use in the Registration Statement and the
Prospectus and any amendment or supplement thereto; and the conditions to the
use by the Depositors of a registration statement on Form S-3 under the
Securities Act, as set forth in the General Instructions to Form S-3, have been
satisfied with respect to the Registration Statement and the Prospectus. When
the Indenture is executed by all the parties to the Indenture, it will conform
in all material respects with the Trust Indenture Act of 1939, as amended (the
"TIA") and at all times thereafter will be duly qualified under the TIA.

          (b) Time of Sale Information. The Time of Sale Information, at the
Time of Sale did not, and at the Closing Date will not, contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided
that the Depositors make no representation and warranty with respect to any
statements or omissions made in reliance upon and in conformity with information
furnished to the Depositors by an Underwriter through the Representatives
expressly for use in such Time of Sale Information; provided that if subsequent
to the Time of Sale but prior to or on the Closing Date the Depositors and the
Representatives determine that the Time of Sale Information included an untrue
statement of material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, for purposes of this
paragraph as it refers to the Closing Date, Time of Sale Information shall
include any Corrective Information provided to the Representatives or
Underwriters by the Depositors in accordance with Section 5(c).

          (c) Trust Free Writing Prospectus. Other than the Preliminary
Prospectus and the Prospectus, the Depositors (including their respective agents
and representatives other than the Underwriters in their capacity as such) have
not


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prepared or authorized, and will not prepare or authorize any "written
communication" (as defined in Rule 405 under the Securities Act) that
constitutes an offer to sell or solicitation of an offer to buy the Notes other
than the documents, if any, listed as a Trust Free Writing Prospectus (each, a
"Trust Free Writing Prospectus") under "Time of Sale Information" in the Terms
Annex. Each such Trust Free Writing Prospectus complied in all material respects
with the Securities Act, has been filed in accordance with Section 8 (to the
extent required by Rule 433 under the Securities Act) and, when taken together
with the Preliminary Prospectus, such Trust Free Writing Prospectus, did not at
the Time of Sale, and at the Closing Date will not, contain any untrue
statements of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided
that the Depositors make no representation and warranty with respect to any
statements or omissions made in reliance upon and in conformity with information
furnished to a Depositor by an Underwriter through the Representatives expressly
for use in such Trust Free Writing Prospectus.

          (d) Documents Incorporated by Reference. The information and documents
incorporated by reference in the Preliminary Prospectus and the Prospectus,
regardless of whether it is deemed a part thereof under the Rules and
Regulations, when they were filed with the Commission, conformed in all material
respects to the requirements of the Securities Exchange Act of 1934, as amended,
and the Rules and Regulations thereunder (collectively, the "Exchange Act"); and
any further information and documents so filed and incorporated by reference in
the Preliminary Prospectus and the Prospectus, regardless of whether it is
deemed a part thereof under the Rules and Regulations, when such information and
documents are filed with the Commission, will conform in all material respects
to the requirements of the Exchange Act and the Rules and Regulations
thereunder.

          (e) Organization and Qualification. FCF Corp is duly organized and
validly existing as a corporation in good standing under the laws of the State
of Delaware. FCF Corp is qualified as a foreign corporation in good standing and
has obtained all necessary licenses and approvals in all jurisdictions in which
the ownership or lease of its properties or the conduct of its activities
requires such qualification, license or approval, unless the failure to obtain
such qualifications, licenses or approvals would not reasonably be expected to
have a material adverse effect on FCF Corp's ability to perform its obligations
under the Transaction Documents to which it is a party. FCF LLC is duly
organized and validly existing as a limited liability company in good standing
under the laws of the State of Delaware. FCF LLC is qualified as a foreign
limited liability company in good standing and has obtained all necessary
licenses and approvals in all jurisdictions in which the ownership or lease of
its properties or the conduct of its activities requires such qualification,
license or approval, unless the failure to obtain such qualifications, licenses
or approvals would not reasonably be expected to have a material adverse effect
on FCF LLC's ability to perform its obligations under the Transaction Documents
to which it is a party.


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          (f) No Conflicts and No Violation. The consummation of the
transactions contemplated by the Transaction Documents to which such Depositor
is a party and the fulfillment of the terms of the Transaction Documents to
which such Depositor is a party will not (i) conflict with or result in a breach
of the terms or provisions of, or constitute a default under any indenture,
mortgage, deed of trust, loan agreement, guarantee or similar agreement or
instrument under which such Depositor is a debtor or guarantor, (ii) result in
the creation or imposition of any lien, charge or encumbrance upon any of the
properties or assets of such Depositor pursuant to the terms of any such
indenture, mortgage, deed of trust, loan agreement, guarantee or similar
agreement or instrument (other than the lien pursuant to the related Transfer
and Servicing Agreement), (iii) violate the Certificate of Formation,
Certificate of Incorporation, Limited Liability Company Agreement or Bylaws, as
applicable, or (iv) violate any law or, to such Depositor's knowledge, any
order, rule or regulation applicable to such Depositor of any court or of any
federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over such Depositor or its properties, in
each case which conflict, breach, default, lien, or violation would reasonably
be expected to have a material adverse effect on such Depositor's ability to
perform its obligations under the Transaction Documents to which it is a party.

          (g) Power, Authorization and Enforceability. Such Depositor has the
power and authority to execute, deliver and perform the terms of each of the
Transaction Documents to which it is a party. Such Depositor has authorized the
execution, delivery and performance of the terms of this Agreement and on the
Closing Date, the other Transaction Documents to which such Depositor will be a
party will have been duly authorized, executed and delivered by such Depositor.
Each of the Transaction Documents to which such Depositor will be a party is the
legal, valid and binding obligation of such Depositor enforceable against such
Depositor, except as may be limited by insolvency, bankruptcy, reorganization or
other laws relating to the enforcement of creditors' rights generally or by
general equitable principles.

          (h) Conformity of Transaction Documents. The Transaction Documents
will conform to their descriptions in the Preliminary Prospectus and the
Prospectus in all material respects.

          (i) Enforceability of Notes. On the Closing Date, the Notes will have
been duly executed, issued and delivered, and when authenticated by the
Indenture Trustee and paid for by the Underwriters in accordance with this
Agreement, will constitute valid and binding obligations of the Trust entitled
to the benefits provided by the Indenture.

          (j) Representations and Warranties in the Basic Documents. The
representations and warranties of such Depositor in the Basic Documents to which
it will be a party will be true and correct in all material respects as of the
date specified.


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          (k) Ineligible Issuer. Neither Depositor is, and on the date on which
the first bona fide offer of the Notes is made will be, an "ineligible issuer",
as defined in Rule 405 under the Securities Act.

     3. Purchase, Sale, and Delivery of the Notes. On the Closing Date, on the
basis of the representations, warranties and agreements contained in this
Agreement, but subject to the terms and conditions set forth in this Agreement,
the Depositors agree to sell to the Underwriters, and the Underwriters agree,
severally and not jointly, to purchase from the Depositors, the respective
principal amounts of the Notes set forth opposite such Underwriter's name in the
Terms Annex. The Notes will be purchased by the Underwriters at the purchase
prices set forth in the Terms Annex.

          Payment of the Notes will be made to the Depositors or to their order
by wire transfer of immediately available funds at 10:00 a.m., New York City
time, on the closing date specified in the Terms Annex (the "Closing Date") or
at such other time not later than seven (7) full Business Days after such
specified closing date as the Representatives and the Depositor may determine.

     4. Offering by Underwriters. The Depositors understand that the
Underwriters intend to offer the Notes for sale to the public (which may include
selected dealers) upon the terms set forth in the Prospectus.

     5. Covenants of the Depositors. Each Depositor covenants and agrees with
the Underwriters:

          (a) Preparation of Offering Documents. Immediately following the
execution of this Agreement, to prepare the Prospectus Supplement setting forth
such information from the Terms Annex and such other information as the
Depositors deem appropriate.

          (b) Filing of Prospectus and any Trust Free Writing Prospectus. If
required, to transmit the Prospectus to the Commission within the applicable
time period prescribed for such filings under the Rules and Regulations by a
means reasonably calculated to result in a timely filing with the Commission
pursuant to Rule 424(b) and subject to Section 8, file any Trust Free Writing
Prospectuses to the extent required by Rule 433 under the Securities Act.

          (c) Delivery of Proposed Amendment or Supplement. Prior to the Closing
Date, to furnish the Representatives with a copy of any proposed amendment or
supplement to the Registration Statement or the Prospectus and to give the
Representatives reasonable opportunity to review such amendment or supplement
before it is filed and to provide any final Corrective Information to the
Representatives or such Underwriter at a time prior to the new Time of Sale
reasonably calculated to allow such Underwriter to provide such Corrective
Information to each investor at least 24 hours prior to the new Time of Sale.


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          (d) Notice to the Representatives. Prior to the Closing Date, to
advise the Representatives promptly (i) when any amendment to the Registration
Statement or supplement to the Prospectus is filed or becomes effective, (ii) of
any request by the Commission for any amendment to the Registration Statement or
any supplement to the Prospectus, (iii) of any stop order issued by the
Commission suspending the effectiveness of the Registration Statement or the
initiation or threat of any proceeding for that purpose, and (iv) of the receipt
of any notification with respect to any suspension of the qualification of the
Notes for offer and sale in any jurisdiction or the initiation or threat of any
proceeding for such purpose; and to use its best efforts to prevent the issuance
of any such stop order or notification and, if issued, to promptly use its best
efforts to obtain its withdrawal.

          (e) Blue Sky Compliance. To endeavor to qualify the Notes for offer
and sale under the securities laws of such states as the Representatives may
reasonably request and to continue such qualifications in effect so long as
necessary under such laws for the distribution of such Notes, provided that
neither Depositor will be required to qualify as a foreign limited liability
company or corporation to do business, or to file a general consent to service
of process in any jurisdiction, and provided further that the expense of
maintaining any such qualification more than one year from the Closing Date with
respect to the Notes will be at the Representatives' expense.

          (f) Delivery of Prospectus. To furnish the Underwriters with copies of
the Prospectus as amended or supplemented in such quantities as the
Representatives may reasonably request prior to the Closing Date. If the
delivery of a prospectus or offering document is required by law in connection
with sales of any Notes in the six-month period following the Closing Date, and
either (i) an event has occurred as a result of which the Prospectus would
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or (ii) for any other reason it is necessary during such same period
to amend or supplement the Prospectus as amended or supplemented, to notify the
Representatives and to prepare and furnish to the Representatives as the
Representatives may from time to time reasonably request an amendment or a
supplement to the Prospectus that will correct such statement or omission or
effect such compliance. If an Underwriter is required by law to deliver a
prospectus or other offering document in connection with sales of any Notes at
any time six months or more after the Closing Date, upon the Representatives'
request, but at the expense of such Underwriter, the Depositor will prepare and
deliver to such Underwriter as many copies as the Representatives may reasonably
request of an amended or supplemented prospectus or offering document complying
with the Securities Act.

          (g) Earnings Statement. To make generally available to Noteholders as
soon as practicable, but in any event no later than eighteen months after the
Closing Date, an earnings statement for the Trust complying with Rule 158


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under the Securities Act and covering a period of at least twelve consecutive
months beginning after the Closing Date; provided that this covenant may be
satisfied by posting the monthly investor report for the Trust on a publicly
available website.

          (h) Payment of Costs and Expenses. To pay or cause to be paid the
following costs and expenses incident to the performance of its obligations
hereunder: (i) the Commission's filing fees with respect to the Notes; (ii) all
fees of any rating agencies rating the Notes; (iii) all fees and expenses of the
Indenture Trustee, the Delaware Trustee and the Owner Trustee; (iv) all
reasonable fees and expenses of counsel to the Indenture Trustee; (v) all
reasonable fees and expenses of counsel to the Owner Trustee; (vi) all
reasonable fees and expenses of counsel to the Delaware Trustee; (vii) all fees
and expenses of the independent accountants relating to the letter referred to
in Section 6(a); (viii) all fees and expenses of accountants incurred in
connection with the delivery of any accountants' or auditors' reports required
pursuant to the Indenture or the Transfer and Servicing Agreement; (ix) the cost
of printing any preliminary and final prospectuses provided to investors
(including any amendments and supplements thereto required within six months
from the Closing Date pursuant to Section 5(f)) relating to the Notes and the
Registration Statement; and (x) any other fees and expenses incurred in
connection with the performance of its obligations hereunder.

          (i) Underwriters' Costs and Expenses. The Underwriters will pay the
following costs and expenses incident to the performance of their obligations
under this Agreement: (i) all Blue Sky fees and expenses as well as reasonable
fees and expenses of counsel in connection with state securities law
qualifications and any legal investment surveys; and (ii) the reasonable fees
and expenses of counsel to the Underwriters. Except as provided in this
subsection (i) and Section 10, the Underwriters will pay all their own costs and
expenses, including the cost of printing any agreement among underwriters,
transfer taxes on resale of the Notes by the Underwriters, and any advertising
expenses in connection with any offers that the Underwriters may make.

          (j) Delivery of Reports. From the date of this Agreement until the
retirement of the Notes, or until such time as the Representatives advise the
Depositors that the Underwriters have ceased to maintain a secondary market in
the Notes, whichever occurs first, to deliver to the Representatives upon
request to the extent not otherwise available from any publicly available source
copies of: (i) the annual statement of compliance, the Servicer's report on its
assessment of compliance with the minimum servicing criteria and the related
attestation report delivered pursuant to Article III of the Transfer and
Servicing Agreements, (ii) each certificate and the annual statements of
compliance delivered to the Indenture Trustee pursuant to Article III of the
Indenture, (iii) each material amendment to any Basic Document and (iv) each
monthly investor report for the Trust.

          (k) Computer Records. On or before the Closing Date, to cause Ford
Credit's computer records relating to the Receivables contained in any Accounts


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designated to the Issuer by such Depositor to be marked to show the Issuer's
absolute ownership of the Receivables, and from and after the Closing Date
neither such Depositor or nor the Servicer will take any action inconsistent
with the Issuer's ownership of such Receivables other than as permitted by the
related Transfer and Servicing Agreement.

          (l) Cooperation with Rating Agencies. If the ratings provided with
respect to the Notes by the rating agency or agencies that initially rate the
Notes are conditional upon the furnishing of documents or the taking of any
other actions by the Depositors, the Depositors will furnish such documents and
take any such other actions.

     6. Conditions of the Obligations of the Underwriters. The obligations of
the Underwriters to purchase and pay for the Notes will be subject to the
accuracy of the representations and warranties of the Depositors in this
Agreement, to the accuracy of the statements of officers of the Depositors and
Ford Credit made pursuant to the provisions of this Agreement, to the
performance by the Depositors of their respective obligations under this
Agreement and to the following additional conditions precedent:

          (a) Accountants' Letter. On or prior to the Time of Sale and on or
prior to the Closing Date, PricewaterhouseCoopers LLP (or other independent
accountants reasonably acceptable to the Representatives) will have furnished to
the Representatives a letter, substantially in the form and substance of the
draft to which the Representatives previously agreed, concerning information in
the Preliminary Prospectus and the final Prospectus.

          (b) Registration Compliance; No Stop Order. The Prospectus and each
Trust Free Writing Prospectus will have been timely filed with the Commission
under the Securities Act (in the case of an Trust Free Writing Prospectus, to
the extent required by Rule 433 under the Securities Act) and in accordance with
Section 5(b) of this Agreement; and, as of the Closing Date, no stop order will
have been issued suspending the effectiveness of the Registration Statement or
any post-effective amendment, and no proceedings for such purpose will be
pending before or, to the knowledge of either Depositor, threatened by the
Commission.

          (c) Officer's Certificates as to Representations and Warranties. The
Representatives will have received an officer's certificate dated the Closing
Date of the Chairman of the Board, the President, an Executive Vice President, a
Vice President, the Treasurer or any Assistant Treasurer of:

               (i) Ford Credit, in which such officer will state that, to his or
     her knowledge after reasonable investigation, the representations and
     warranties of the Servicer contained in each Transfer and Servicing
     Agreement and of Ford Credit contained in each Receivables Purchase
     Agreement are true and correct in all material respects and that Ford
     Credit has complied with all agreements and


                                       10
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     satisfied all conditions to be performed by it or satisfied by it under
     such agreements in all material respects.

               (ii) Each Depositor, in which such officer will state that, to
     his or her knowledge after reasonable investigation, the representations
     and warranties of such Depositor contained in the Trust Agreement, the
     related Transfer and Servicing Agreement and the related Receivables
     Purchase Agreement are true and correct in all material respects, and that
     such Depositor has complied with all agreements and satisfied all
     conditions to be performed by it or satisfied by it under such agreements
     in all material respects.

          (d) Officer's Certificates as to Conditions Precedent. The
Representatives will have received as of the Closing Date an officer's
certificate signed by the Chairman of the Board, the President, an Executive
Vice President, a Vice President, the Treasurer or the Assistant Treasurer of
each Depositor representing and warranting that the representations and
warranties of such Depositor in this Agreement are true and correct in all
material respects, and that such Depositor has complied with all agreements and
satisfied all conditions to be performed by it or satisfied by it under this
Agreement in all material respects.

          (e) No Material Adverse Change. Since the applicable date as of which
information is given in the Preliminary Prospectus, as amended or supplemented,
there has not occurred any material adverse change, or any development involving
a prospective material adverse change, in or affecting particularly (i) the
business or assets of either Depositor, or any material adverse change in the
financial position or results of operations of either Depositor or (ii) the
business or assets of Ford Credit and its subsidiaries considered as a whole, or
any material adverse change in the financial position or results of operations
of Ford Credit and its subsidiaries considered as a whole, otherwise than as set
forth or contemplated in the Preliminary Prospectus, which in any case makes it
impracticable or inadvisable in the Representatives' reasonable judgment to
proceed with the public offering or the delivery of the Notes on the terms and
in the manner contemplated in the Prospectus.

          (f) Market Out. Subsequent to the execution and delivery of this
Agreement,

               (i) (A) there shall not have occurred a declaration of a general
     moratorium on commercial banking activities by either the Federal or New
     York State authorities or a material disruption in the securities
     settlement or clearance systems in the United States, which moratorium or
     disruption remains in effect and which, in the Representatives' reasonable
     judgment, substantially impairs the Underwriters' ability to settle the
     transaction; provided that the exercise of such judgment will take into
     account the availability of alternative means for settlement and the likely
     duration of such moratorium or disruption with the understanding that if


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     the Commission or with respect to a banking moratorium, the Board of
     Governors of the Federal Reserve System or New York State banking
     authority, as applicable, has unequivocally stated prior to the Closing
     Date that the resumption of such systems will occur within three (3)
     Business Days of the scheduled Closing Date for the Notes, the ability to
     settle the transaction will not be deemed to be substantially impaired and
     (B) the United States shall not have become engaged in hostilities which
     have resulted in the declaration of a national emergency or a declaration
     of war, which makes it impracticable or inadvisable, in the
     Representatives' reasonable judgment, to proceed with the public offering
     or the delivery of the Notes on the terms and in the manner contemplated in
     the Prospectus as amended or supplemented; and

               (ii) there shall not have occurred (A) any suspension or
     limitation on trading in securities generally on the New York Stock
     Exchange or the National Association of Securities Dealers National Market
     system, or any setting of minimum prices for trading on such exchange or
     market system, (B) any suspension of trading of any securities of Ford
     Motor Company on any exchange or in the over-the-counter market or (C) any
     material outbreak or material escalation of hostilities involving the
     engagement of armed conflict in which the United States is involved or (D)
     any material adverse change in the general economic, political, legal, tax,
     regulatory or financial conditions or currency exchange rates in the United
     States (whether resulting from events within or outside the United States)
     which, in the Representatives' view has caused a substantial deterioration
     in the price and/or value of the Notes, that in the case of clause (A),
     (B), (C) or (D), in the mutual reasonable determination of the
     Representatives and Ford Credit, the effect of any such event or
     circumstance makes it impracticable or inadvisable to proceed with the
     public offering or the delivery of the Notes on the terms and in the manner
     contemplated in the Prospectus as amended or supplemented.

          (g) Depositor Opinions. Joseph P. Topolski, Esq., Assistant Secretary
of and counsel to the Depositors, or other counsel satisfactory to the
Representatives in their reasonable judgment, will have furnished to the
Representatives, his written opinion, dated as of the Closing Date, in form
satisfactory to the Representatives and counsel to the Underwriters in their
reasonable judgment, to the effect that:

               (i) FCF Corp is validly existing and in good standing as a
     corporation under the Delaware General Corporation Law. FCF Corp is duly
     qualified to transact business and is in good standing in each jurisdiction
     in the United States of America in which the conduct of its business or the
     ownership of its properties requires such qualification, unless the failure
     to obtain such qualification would not reasonably be expected to have a
     material adverse


                                       12

<PAGE>

     effect on the ability of FCF Corp to perform its obligations under the
     Transaction Documents to which it is a party.

               (ii) FCF LLC is validly existing and in good standing as a
     limited liability company under the Delaware Limited Liability Company Act.
     FCF Corp is duly qualified to transact business is in good standing in each
     jurisdiction in the United States of America in which the conduct of its
     business or the ownership of its properties requires such qualification,
     unless the failure to obtain such qualification would not reasonably be
     expected to have a material adverse effect on the ability of FCF LLC to
     perform its obligations under the Transaction Documents to which it is a
     party.

               (iii) FCF Corp has the corporate power and authority to execute,
     deliver and perform all its obligations under the Transaction Documents to
     which it is a party under the Delaware General Corporation Law. FCF Corp
     has duly authorized the execution and delivery of the Transaction Documents
     to which it is a party and the consummation of the transactions
     contemplated thereby by all requisite action under the Delaware General
     Corporation Law. FCF Corp has duly executed and delivered each of the
     Transaction Documents to which it is a party under the Delaware General
     Corporation Law.

               (iv) FCF LLC has the limited liability company power and
     authority to execute, deliver and perform all its obligations under the
     Transaction Documents to which it is a party under the Delaware Limited
     Liability Company Act. FCF LLC has duly authorized the execution and
     delivery of the Transaction Documents to which it is a party and the
     consummation of the transactions contemplated thereby by all requisite
     action under the Delaware Limited Liability Company Act. FCF LLC has duly
     executed and delivered each of the Transaction Documents to which it is a
     party under the Delaware Limited Liability Company Act.

               (v) The execution and delivery by FCF Corp and FCF LLC of each of
     the Transaction Documents to which it is a party and the consummation by
     FCF Corp and FCF LLC of the transactions contemplated thereby, will not
     conflict with or result in a breach of any of the terms or provisions of,
     or constitute a default under or result in the creation or imposition of
     any lien, charge or encumbrance, other than pursuant to the Transaction
     Documents, upon any of the properties or assets of FCF Corp or FCF LLC
     pursuant to the terms of, any indenture, mortgage, deed of trust, loan
     agreement, guarantee, lease financing agreement or similar agreement or
     instrument known to me under which FCF Corp or FCF LLC is a debtor or
     guarantor, nor will such action conflict with or violate the provisions of
     the Certificate of Incorporation or the Bylaws of FCF Corp or the
     Certificate of Formation or Limited Liability Company of FCF LLC.


                                       13

<PAGE>

               (vi) Such counsel does not know of any contract or other document
     of a character required to be filed as an exhibit to the Registration
     Statement or required to be incorporated by reference into the Prospectus
     or required to be described in the Registration Statement or the Prospectus
     that is not filed or incorporated by reference or described as required.

               (vii) To such counsel's knowledge, there are no legal or
     governmental proceedings pending or threatened against FCF Corp or FCF LLC,
     or to which its/their respective properties are subject, (i) seeking any
     determination or ruling that could reasonably be expected to have a
     material adverse effect on the ability of FCF Corp or FCF LLC to enter into
     or perform their respective obligations under any of the Transaction
     Documents to which they are parties, or (ii) seeking to prevent the
     issuance of the Notes or the consummation of any of the transactions
     contemplated by the Transaction Documents, or to adversely affect the
     characterization of the Notes as indebtedness for U.S. federal income tax
     purposes.

               (viii) Immediately prior to the sale or assignment of the
     Receivables and the Related Security by FCF Corp and FCF LLC to the Trust,
     FCF Corp and FCF LLC, as applicable, owned the Receivables and the Related
     Security free and clear of any lien, security interest or charge. The
     assignment of the Receivables and the Related Security, all documents and
     instruments relating thereto and all proceeds thereof to the Trust pursuant
     to the Transfer and Servicing Agreements vests in the Trust all interests
     that were purported to be conveyed thereby, free and clear or any lien,
     security interest or charge, except as specifically permitted pursuant to
     the Transfer and Servicing Agreements or other Transaction Documents.

               (ix) No consent, approval, authorization or order of any United
     States federal or Michigan State court or governmental agency or body,
     which has not been obtained or taken and is not in full force and effect,
     is required for the consummation of the transactions contemplated by the
     Transaction Documents.

               (x) Neither the issuance or sale of the Notes, nor the execution
     and delivery by FCF Corp or FCF LLC of the Transaction Documents to which
     they are a party, nor the consummation of any of the other transactions
     contemplated in the Transaction Documents to which they are a party will
     contravene the terms of any material provision of any United States federal
     or Michigan State statute, order or regulation applicable to FCF Corp or
     FCF LLC, as the case may be, or the Delaware General Corporation Law or
     Delaware Limited Liability Company Act, as applicable, unless such
     contravention would not reasonably be expected to have a material adverse
     effect on the ability of FCF Corp or FCF LLC to enter into or perform its
     obligations under the Transaction Documents, or have a material adverse
     effect on the validity or enforceability of the Transaction Documents.


                                       14

<PAGE>

     Such opinion may be made subject to the qualifications that the
enforceability of the terms of the Transaction Documents and the Notes may be
limited by bankruptcy, insolvency, reorganization or other similar laws relating
to or affecting the enforcement of creditors' rights generally and by general
equitable principles, regardless of whether such enforceability is considered in
a proceeding in equity or at law.

          (h) Ford Credit Opinions. Joseph P. Topolski, Esq., Assistant
Secretary of and counsel to Ford Credit, or other counsel satisfactory to the
Representatives in their reasonable judgment, will have furnished to the
Representatives his written opinion, dated as of the Closing Date, in form
satisfactory to the Representatives and counsel to the Underwriters in their
reasonable judgment, to the effect that:

               (i) Ford Credit is validly existing and in good standing as a
     corporation under the Delaware General Corporation Law. Ford Credit is duly
     qualified to transact business and is in good standing in each jurisdiction
     in the United States of America in which the conduct of its business or the
     ownership of its properties requires such qualification, unless the failure
     to obtain such qualification would not reasonably be expected to have a
     material adverse effect on the ability of Ford Credit to perform its
     obligations under the Transaction Documents to which it is a party.

               (ii) Ford Credit has the corporate power and authority to
     execute, deliver and perform all its obligations under the Transaction
     Documents to which it is a party under the Delaware General Corporation
     Law. Ford Credit has duly authorized the execution and delivery of the
     Transaction Documents to which it is a party and the consummation of the
     transactions contemplated thereby by all requisite corporate action under
     the Delaware General Corporation Law. Ford Credit has duly executed and
     delivered each of the Transaction Documents to which it is a party under
     the Delaware General Corporation Law.

               (iii) The execution and delivery by Ford Credit of each of the
     Transaction Documents to which it is a party and the consummation by Ford
     Credit of the transactions contemplated thereby, will not conflict with or
     result in a breach of any of the terms or provisions of, or constitute a
     default (in each case material to Ford Credit and its subsidiaries
     considered as a whole) under, or result in the creation or imposition of
     any lien, charge or encumbrance (in each case material to Ford Credit and
     its subsidiaries considered as a whole), other than pursuant to the
     Transaction Documents, upon any of the properties or assets of Ford Credit
     pursuant to the terms of any indenture, mortgage, deed of trust, loan
     agreement, guarantee, lease financing agreement or similar agreement or
     instrument known to me under which Ford Credit is a debtor or guarantor,
     nor will such action conflict with or violate any of the provisions of the
     Certificate of Incorporation or the By-Laws of Ford Credit.


                                       15

<PAGE>

               (iv) To such counsel's knowledge, there are no legal or
     governmental proceedings pending or threatened against Ford Credit or to
     which its properties are subject, (i) seeking any determination or ruling
     that could reasonably be expected to have a material adverse effect on the
     ability of Ford Credit to enter into or perform its obligations under any
     of the Transaction Documents to which it is a party or have a material
     adverse effect on the validity and enforceability of any of the Transaction
     Documents to which it is a party, or (ii) seeking to prevent the issuance
     of the Notes or the consummation of any of the transactions contemplated by
     the Transaction Documents, or to adversely affect the characterization of
     the Notes as indebtedness for U.S. federal income tax purposes.

               (v) The statements in the Preliminary Prospectus and the
     Prospectus under the caption "Material Legal Aspects of the Receivables",
     to the extent they constitute matters of the law or legal conclusions, are
     correct in all material respects.

               (vi) Immediately prior to the sale of the Receivables by Ford
     Credit to FCF Corp and FCF LLC, Ford Credit owned the Receivables free and
     clear of any lien, security interest or charge. Ford Credit has duly and
     validly assigned each Receivable to FCF Corp or FCF LLC, as applicable.

               (vii) No consent, approval, authorization or order of any United
     States federal or Michigan State court or governmental agency or body,
     which has not been obtained or taken and is not in full force and effect,
     is required for the consummation of the transactions contemplated by the
     Transaction Documents.

               (viii) Neither the issuance or sale of the Notes, nor the
     execution and delivery by Ford Credit of the Notes or the Transaction
     Documents to which it is a party, nor the consummation of any of the other
     transactions contemplated in the Transaction Documents to which it is a
     party will contravene the terms of any material provision of any United
     States federal or Michigan State statute, order or regulation applicable to
     Ford Credit, or the Delaware General Corporation Law, unless such
     contravention would not reasonably be expected to have a material adverse
     effect on the ability of Ford Credit to enter into or perform its
     obligations under the Transaction Documents, or have a material adverse
     effect on the validity or enforceability of the Transaction Documents.

          (i) Ford Opinions. Peter J. Sherry, Jr., Secretary and Associate
General Counsel of Ford, or other counsel satisfactory to the Representatives in
their reasonable judgment, will have furnished to the Representatives his
written opinion, dated as of the Closing Date, in form satisfactory to the
Representatives and counsel to the Underwriters in their reasonable judgment, to
the effect that:


                                       16

<PAGE>

               (i) Ford is validly existing and in good standing as a
     corporation under the Delaware General Corporation Law. Ford is duly
     qualified to transact business and is in good standing in each jurisdiction
     in the United States of America in which the conduct of its business or the
     ownership of its property requires such qualification, unless the failure
     to obtain such qualification would not reasonably be expected to have a
     material adverse effect on the ability of Ford to perform its obligations
     under the Sale and Assignment Agreement.

               (ii) Ford has the corporate power and authority to execute,
     deliver and perform all its obligations under the Sale and Assignment
     Agreement under the Delaware General Corporation Law. The execution and
     delivery of the Sale and Assignment Agreement and the consummation of the
     transaction contemplated thereby have been duly authorized by all requisite
     action on the part of Ford under the Delaware General Corporation Law. The
     Sale and Assignment Agreement has been duly executed and delivered by Ford
     under the Delaware General Corporation Law.

               (iii) The execution and delivery by Ford of the Sale and
     Assignment Agreement, and the consummation of the transactions contemplated
     thereby, will not conflict with or result in a breach of any of the terms
     or provisions of, or constitute a default (in each case material to Ford
     and its subsidiaries considered as a whole) under, or result in the
     creation or imposition of any lien, charge or encumbrance (in each case
     material to Ford and its subsidiaries considered as a whole), other than
     pursuant to the Sale and Assignment Agreement, upon any of the properties
     or assets of Ford pursuant to the terms of any indenture, mortgage, deed of
     trust, loan agreement, guarantee, lease financing agreement or similar
     agreement or instrument known to me under which Ford is a debtor or
     guarantor, nor will such action conflict with or violate any of the
     provisions of the Certificate of Incorporation or the By-Laws of Ford.

               (iv) To such counsel's knowledge, there are no legal or
     governmental proceedings pending or threatened against Ford or to which any
     property of Ford is subject, (i) seeking any determination or ruling that
     could reasonably be expected to have a material adverse effect on the
     ability of Ford to enter into or perform its obligations under the Sale and
     Assignment Agreement or have a material adverse effect on the validity and
     enforceability of the Sale and Assignment Agreement or (ii) seeking to
     prevent the consummation of any of the transactions contemplated by the
     Sale and Assignment Agreement.

               (v) Immediately prior to the sale of the In-Transit Receivables
     by Ford to Ford Credit, Ford owned the In-Transit Receivables free and
     clear of any lien, security interest or charge. Ford has duly and validly
     assigned each In-Transit Receivable to Ford Credit.


                                       17

<PAGE>

               (vi) No consent, approval, authorization or order of any United
     States federal or Michigan State court or governmental agency or body,
     which has not been obtained or taken and is not in full force and effect,
     is required for the consummation of the transactions contemplated by the
     Sale and Assignment Agreement.

               (vii) Neither the execution and delivery by Ford of the Sale and
     Assignment Agreement nor the consummation of the transactions contemplated
     thereby will contravene the terms of any material provision of any United
     States federal or Michigan State statute, order or regulation applicable to
     Ford or the Delaware General Corporation Law, unless such contravention
     would not reasonably be expected to have a material adverse effect on the
     ability of Ford to enter into or perform its obligations under the Sale and
     Assignment Agreement, or have a material adverse effect on the validity or
     enforceability of the Sale and Assignment Agreement.

          (j) Bankruptcy Opinions. Dewey Ballantine LLP, or other counsel
satisfactory to the Representatives in their reasonable judgment, will have
furnished their written opinion, dated the Closing Date, with respect to the
characterization of the transfer of the In-Transit Receivables by Ford to Ford
Credit as a sale, the transfer of the Receivables by Ford Credit to the
applicable Depositor as a sale, with respect to the characterization of the
transfer of the Receivables from the Depositors to the Issuer, as well as
certain related matters, to the nonconsolidation under the Bankruptcy Code of
the assets and liabilities of the Depositors with the assets and liabilities of
Ford Credit in the event that Ford Credit were to become the subject of a case
under the Bankruptcy Code, and with respect to the security interest of the
Trust in the Receivables, and such opinion will be in substantially the form
previously discussed with the Representatives and Ford Credit and in any event
satisfactory, in form satisfactory to the Representatives and counsel to the
Underwriters in their reasonable judgment and to Ford Credit.

          (k) Delaware UCC Opinions. Richards, Layton & Finger P.A., special
Delaware counsel, or such other counsel satisfactory to the Representatives in
their reasonable judgment, will have furnished an opinion, dated the Closing
Date, addressing such matters as the Representatives and their counsel may
reasonably request regarding various Delaware UCC matters, in form satisfactory
to the Representatives and counsel to the Underwriters in their reasonable
judgment.

          (l) Tax and ERISA Opinions. Dewey Ballantine LLP, or other counsel
satisfactory to the Representatives in their reasonable judgment, federal tax
counsel to the Depositors, will have furnished their written opinion, dated as
of the Closing Date, in form satisfactory to the Representatives and counsel to
the Underwriters in their reasonable judgment, to the effect that:

               (i) The statements in the Registration Statement, Preliminary
     Prospectus and the Prospectus under the headings "Summary -- Tax Status,"


                                       18

<PAGE>

     "-- ERISA Considerations," "Material Federal Income Tax Consequences" and
     "ERISA Considerations," to the extent that they constitute matters of law
     or legal conclusions with respect thereto, have been prepared or reviewed
     by such counsel and are correct in all material respects.

               (ii) The Issuer will not be classified as an association or a
     publicly traded partnership taxable as a corporation for United States
     federal income tax purposes and the Class A and Class B Notes will be
     characterized as debt for United States federal income tax.

          (m) Legality Opinions. The Representatives will have received an
opinion of Dewey Ballantine LLP, or other counsel satisfactory to the
Representatives in their reasonable judgment, addressed to the Representatives,
dated the Closing Date, with respect to the validity of the Notes and such other
related matters as the Representatives, in their reasonable judgment, will
require, in form satisfactory to the Representatives and counsel to the
Underwriters in their reasonable judgment, and the Depositors shall have
furnished or caused to be furnished to such counsel such documents as they may
reasonably request for the purpose of enabling them to pass upon such matters.

          (n) Negative Assurances. Dewey Ballantine LLP, or other counsel
satisfactory to the Representatives in their reasonable judgment, special
counsel to the Depositors and Ford Credit, will have stated that they have
participated in conferences with representatives of the Depositors and Ford
Credit and with Ford Credit's in-house counsel, and with the Representatives and
their counsel, concerning the Registration Statement, the Preliminary Prospectus
and the Prospectus and, although such counsel is not independently verifying the
accuracy, completeness or fairness of such documents, confirms that on the basis
of such information:

               (i) Each of the Registration Statement, as of its Effective Date,
     and the Preliminary Prospectus and the Prospectus, as of its date and the
     Closing Date, appeared on its face to be appropriately responsive in all
     material respects to the Securities Act and the Rules and Regulations
     (except that such counsel does not express any view as to financial
     statements, schedules or other financial or statistical information
     included or incorporated by reference therein or excluded therefrom or to
     the exhibits to the Registration Statement).

               (ii) No facts have come to such counsel's attention to cause such
     counsel to believe that the Time of Sale Information, considered as a
     whole, as of the Time of Sale, considered together with the statements in
     the Prospectus with respect to items dependent upon the pricing terms and
     delivery date of the Notes, contained an untrue statement of a material
     fact or omitted to state any material fact required to be stated therein or
     necessary in order to make the statements therein not misleading, or that
     the Prospectus, as last amended or supplemented, as of their respective
     dates and as of the Closing Date, contained or contains an untrue statement
     of a material fact or omitted to state a material fact required to be
     stated therein or necessary in order to make


                                       19
<PAGE>

     the statements therein, in light of the circumstances under which they were
     made, not misleading (except that such counsel does not express any view as
     to financial statements, schedules or other financial or statistical
     information included or incorporated by reference therein or excluded
     therefrom).

          (o) Owner Trustee Opinions. The Representatives will have received an
opinion addressed to the Representatives, the Depositors and the Servicer of
Emmet, Marvin & Martin LLP, counsel to the Owner Trustee, or other counsel
satisfactory to the Representatives in their reasonable judgment, dated the
Closing Date, in form satisfactory to the Representatives and counsel to the
Underwriters in their reasonable judgment, to the effect that:

               (i) The Owner Trustee has been duly incorporated and is validly
     existing as a banking corporation in good standing under the laws of the
     State of New York.

               (ii) The Owner Trustee has all necessary power and authority to
     execute and deliver the Trust Agreement and the Certificate of Trust and to
     execute and deliver, on behalf of the Issuer, the Transfer and Servicing
     Agreements, the Indenture and the Administration Agreement. The Owner
     Trustee has all necessary power and authority to execute the Notes on
     behalf of the Issuer.

               (iii) Each of the Trust Agreement and the Certificate of Trust
     has been duly executed and delivered by the Owner Trustee and each of the
     Transfer and Servicing Agreements, the Indenture and the Administration
     Agreement has been duly executed and delivered by the Owner Trustee on
     behalf of the Issuer. Each of the Notes has been duly executed and
     delivered by the Owner Trustee on behalf of the Issuer.

               (iv) Neither the execution and delivery of the Trust Agreement
     and the Certificate of Trust by the Owner Trustee nor the execution and
     delivery of the Transfer and Servicing Agreements, the Indenture, the
     Administration Agreement and the Notes, on behalf of the Issuer, conflict
     with or result in a breach of or constitute a default under the Owner
     Trustee's organizational certificate or by-laws, any federal or New York
     State law, rule or regulation governing its banking or trust powers or, to
     the best of such counsel's knowledge, without independent investigation,
     any judgment or order applicable to the Owner Trustee or its acts,
     properties or, to the best of such counsel's knowledge, without independent
     investigation, any indenture, mortgage, contract or other agreement or
     instrument to which the Owner Trustee in its respective capacities is a
     party or by which it is bound.

               (v) Neither the execution and delivery by the Owner Trustee, on
     behalf of the Issuer, of the Transfer and Servicing Agreements, the
     Indenture, the Administration Agreement or the Notes nor the execution and


                                       20

<PAGE>

     delivery by the Owner Trustee of the Trust Agreement or the Certificate of
     Trust require the consent, authorization, order or approval of, the giving
     of notice to, the registration with, or the taking of any other action with
     respect to, any governmental authority or agency under the laws of the
     State of New York or the federal laws of the United States governing the
     banking or trust powers of the Owner Trustee.

               (vi) To the best of such counsel's knowledge, without independent
     investigation, there are no actions or proceedings pending or threatened
     against the Owner Trustee in any court or before any governmental
     authority, arbitration board or tribunal of the State of New York which
     involve the Trust Agreement, the Certificate of Trust, the Transfer and
     Servicing Agreements, the Indenture, the Administration Agreement or the
     Notes or would question the right, power or authority of the Owner Trustee
     to enter into or perform its obligations under the Trust Agreement or the
     Certificate of Trust or to execute and deliver, on behalf of the Issuer,
     the Transfer and Servicing Agreements, the Indenture, the Administration
     Agreement or the Notes.

          (p) Delaware Trustee Opinions. The Representatives will have received
an opinion addressed to the Representatives, the Depositors and the Servicer of
Richards, Layton & Finger P.A., counsel to the Delaware Trustee, or other
counsel satisfactory to the Representatives in their reasonable judgment, dated
the Closing Date, in form satisfactory to the Representatives and counsel to the
Underwriters in their reasonable judgment, to the effect that:

               (i) The Delaware Trustee is duly incorporated and validly
     existing as a banking corporation under the laws of the State of Delaware.

               (ii) The Delaware Trustee has the power and authority to execute,
     deliver and perform its obligations under the Trust Agreement.

               (iii) The Trust Agreement has been duly authorized, executed and
     delivered by the Delaware Trustee and constitutes a legal, valid and
     binding agreement of the Delaware Trustee, enforceable against the Delaware
     Trustee, in accordance with its terms.

               (iv) Neither the execution, delivery and performance by the
     Delaware Trustee of the Trust Agreement, nor the consummation by the
     Delaware Trustee of any of the transactions contemplated thereby, requires
     the consent, authorization, order or approval of, the giving of notice to,
     the registration with or the taking of any other action in respect of, any
     governmental authority or agency under the laws of the State of Delaware or
     any federal law of the United States governing the banking or trust powers
     of the Delaware Trustee, other than the filing of the Certificate of Trust
     with the Secretary of State (which Certificate of Trust has been duly
     filed).


                                       21

<PAGE>

               (v) Neither the execution, delivery and performance by the
     Delaware Trustee of the Trust Agreement, nor the consummation by the
     Delaware Trustee of any of the transactions contemplated thereby, (i)
     conflicts with or constitutes a breach of or default under the Certificate
     of Trust, the Trust Agreement, the certificate of incorporation or by-laws
     of the Delaware Trustee or, to the best of counsel's knowledge, without
     independent investigation, any agreement, indenture or other instrument to
     which the Delaware Trustee is a party or by which it or any of its
     properties may be bound or (ii) violates any law, governmental rule or
     regulation of the State of Delaware or any federal law of the United States
     of America governing the banking or trust powers of the Delaware Trustee,
     or, to the best of such counsel's knowledge, without independent
     investigation, any court decree applicable to the Delaware Trustee.

               (vi) To the best of such counsel's knowledge, without independent
     investigation, there are no actions or proceedings pending or threatened
     against the Delaware Trustee in any court or before any governmental
     authority, arbitration board or tribunal of the State of Delaware which
     involve the Trust Agreement or would question the right, power or authority
     of the Delaware Trustee to enter into or perform its obligations under the
     Trust Agreement.

               (vii) To the best of such counsel's knowledge, without
     independent investigation, there exist no liens, security interests or
     charges affecting any of the property of the Issuer resulting from acts or
     claims against the Delaware Trustee that are unrelated to the transactions
     contemplated by the Trust Agreement.

          (q) Issuer Opinions. The Representatives will have received an opinion
addressed to the Representatives, the Depositors and the Servicer of Richards,
Layton & Finger P.A., counsel to the Issuer, or other counsel satisfactory to
the Representatives in their reasonable judgment, dated the Closing Date, in
form satisfactory to the Representatives and counsel to the Underwriters in
their reasonable judgment, to the effect that:

               (i) The Issuer has been duly formed and is validly existing as a
     statutory trust under the Delaware Statutory Trust Act, 12 Del. C. Section
     3801 et seq. (the "Delaware Trust Act"), and has the power and authority
     under the Trust Agreement and the Delaware Trust Act to execute, deliver
     and perform its obligations under the Indenture, the Transfer and Servicing
     Agreements, the Administration Agreement and the Notes.

               (ii) The Trust Agreement is the legal, valid and binding
     agreement of the Depositors and the Owner Trustee, enforceable against the
     Depositors and the Owner Trustee, in accordance with its terms.


                                       22

<PAGE>

               (iii) The Issuer has the power and authority under the Trust
     Agreement and the Delaware Trust Act to Grant the Indenture Trust Estate to
     the Indenture Trustee pursuant to the Indenture.

               (iv) Each of the Indenture, the Transfer and Servicing
     Agreements, the Administration Agreement and the Notes has been duly
     authorized by the Issuer.

               (v) The issuance of the Transferor Interest has been duly
     authorized by the Issuer and the Transferor Interest, when executed and
     delivered to and paid for by the purchasers thereof in accordance with the
     Trust Agreement, will be validly issued and outstanding and entitled to the
     benefits of the Trust Agreement.

               (vi) Neither the execution, delivery and performance by the
     Issuer of the Indenture, the Transfer and Servicing Agreements, the
     Administration Agreement and the Notes, nor the consummation by the Issuer
     of any of the transactions contemplated thereby, requires the consent or
     approval of, the giving of notice to, the registration with, or the taking
     of any other action with respect to, any court, or governmental or
     regulatory authority or agency under the laws of the State of Delaware,
     except for the filing of the Certificate of Trust with the Secretary of
     State (which Certificate of Trust has been duly filed) and the filing of
     UCC financing statements pursuant to the Indenture.

               (vii) Neither the execution, delivery and performance by the
     Issuer of the Indenture, the Transfer and Servicing Agreements and the
     Administration Agreement, including the execution and delivery of such
     documents by the Owner Trustee on behalf of the Issuer, nor the
     consummation by the Issuer or the Owner Trustee on behalf of the Issuer of
     any of the transactions contemplated thereby, is in violation of the Trust
     Agreement or of any law, rule or regulation of the State of Delaware
     applicable to the Issuer or the Owner Trustee or, to the best of such
     counsel's knowledge, without independent investigation, any agreement,
     indenture, instrument, order, judgment or decree to which the Issuer or any
     of its property is subject.

               (viii) After due inquiry on the date specified in such opinion,
     limited to, and solely to the extent disclosed thereupon, court dockets for
     active cases of the Court of Chancery of the State of Delaware in and for
     New Castle County, Delaware, of the Superior Court of the State of Delaware
     in and for New Castle County, Delaware, and of the United States District
     Court sitting in the State of Delaware, such counsel is not aware of any
     legal or governmental proceeding pending against the Trust.

               (ix) Under the Delaware Trust Act, the Issuer constitutes a
     separate legal entity, separate and distinct from the holder of the
     Transferor


                                       23

<PAGE>

     Interest and any other entity and, insofar as the substantive law of the
     State of Delaware is applicable, the Issuer rather than the holder of the
     Transferor Interest will hold whatever title to such property as may be
     conveyed to it from time to time pursuant to the Trust Agreement and the
     Transfer and Servicing Agreements, except to the extent that such Issuer
     has taken action to dispose of or otherwise transfer or encumber any such
     property.

               (x) Except as otherwise provided in the Trust Agreement, under
     Section 3805(a) of the Delaware Trust Act, a holder of a Transferor
     Interest has no interest in specific statutory trust property.

               (xi) Under Section 3805(b) of the Delaware Trust Act, no creditor
     of any holder of a Transferor Interest shall have any right to obtain
     possession of, or otherwise exercise legal or equitable remedies with
     respect to, the property of the Issuer except in accordance with the terms
     of the Trust Agreement.

               (xii) Under the Trust Agreement, the Owner Trustee has the
     authority to execute and deliver on behalf of the Issuer the Transaction
     Documents to which the Issuer is a party.

          (r) Indenture Trustee Opinions. The Representatives will have received
an opinion addressed to the Representatives, the Depositors and the Servicer of
Kelley Drye & Warren LLP, counsel to the Indenture Trustee, or other counsel
satisfactory to the Representatives in their reasonable judgment, dated the
Closing Date, in form satisfactory to the Representatives and counsel to the
Underwriters in their reasonable judgment, to the effect that:

               (i) The Indenture Trustee has been duly organized and is validly
     existing in good standing as a national banking association under the laws
     of the United States.

               (ii) The Indenture Trustee has the corporate power and authority
     to enter into, and perform its obligations under, the Indenture and the
     Administration Agreement and has duly authorized, executed and delivered
     the Indenture and Administration Agreement. Assuming that each of the
     Indenture and Administration Agreement is the legal, valid, binding and
     enforceable obligation of the other party or parties thereto, each of the
     Indenture and the Administration Agreement constitutes the legal, valid and
     binding obligation of the Indenture Trustee enforceable against the
     Indenture Trustee in accordance with its terms except as such
     enforceability may be limited by applicable bankruptcy, insolvency,
     reorganization, moratorium or other laws of general application relating to
     or affecting enforcement of creditors' rights and the application of
     equitable principles in any action, at law or in equity.


                                       24

<PAGE>

               (iii) The execution and delivery of the Indenture and the
     Administration Agreement and the performance by the Indenture Trustee of
     their respective terms do not conflict with, result in a breach or
     violation of, or constitute a default under, any of the terms, conditions
     or provisions of any law, governmental rule or regulation of the United
     States or the State of New York governing the banking or trust powers of
     the Indenture Trustee or the Certificate of Incorporation or By-laws of the
     Indenture Trustee or of any agreement, instrument, order, writ, judgment or
     decree known to such counsel to which the Indenture Trustee is a party or
     is subject.

               (iv) No approval, authorization or other action by, or filing
     with, any United States of America or State of New York governmental
     authority having jurisdiction over the banking or trust powers of the
     Indenture Trustee is required in connection with its execution and delivery
     of the Indenture or the Administration Agreement.

               (v) To such counsel's knowledge, with respect to the Indenture
     Trustee, there is no legal action, suit, proceeding or investigation before
     any court, agency or other governmental body pending or threatened against
     it which, either in one instance or in the aggregate, draws into question
     the validity of the Indenture or the Administration Agreement, seeks to
     prevent the consummation of any of the transactions contemplated by the
     Indenture or the Administration Agreement or would impair materially the
     ability of the Indenture Trustee to perform its obligations under the
     Indenture or the Administration Agreement.

               (vi) The Notes have been duly authenticated and delivered by the
     Indenture Trustee, as Trustee under the Indenture.

          (s) Closing Certificates. The Representatives will have received an
officer's certificate dated the Closing Date of the Chairman of the Board, the
President, an Executive Vice President, a Vice President, the Treasurer or any
Assistant Treasurer or the Secretary or any Assistant Secretary of each of Ford,
Ford Credit, the Depositors and the Servicer in which such officers state that,
to the best of their knowledge after reasonable investigation, the
representations and warranties of Ford and Ford Credit contained in the Sale and
Assignment Agreement, the representations and warranties of Ford Credit and the
Depositors contained in the Receivables Purchase Agreements, the representations
and warranties of the Depositors and the Servicer contained in the Transfer and
Servicing Agreements and the representations and warranties of the Depositors
contained in the Trust Agreement, as the case may be, are true and correct in
all material respects, that Ford, Ford Credit, the Depositors or the Servicer,
as the case may be, has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied under such agreements at or
prior to the Closing Date in all material respects.


                                       25

<PAGE>

          (t) Underwriters Counsel Opinion. The Representatives will have
received an opinion addressed to the Representatives of McKee Nelson LLP,
counsel to the Underwriters, or such other counsel satisfactory to the
Representatives in their reasonable judgment, dated the Closing Date, with
respect to the validity of the Notes and such other related matters as the
Representatives require, in form satisfactory to the Representatives in their
reasonable judgment, and the Depositor will have furnished or caused to be
furnished to such counsel such documents as they may reasonably request for the
purpose of enabling them to pass upon such matters.

          (u) Ratings Letters. The Depositor will have received ratings letters
that assign the ratings to the Notes specified in the Terms Annex.

          (v) Transaction Documents. Each Transaction Document will have been
executed and delivered by the parties to such Transaction Document.

          (w) Consideration. At the Closing Date, the Notes will have been
validly issued by the Trust and paid for by the Depositor.

     7. Indemnification and Contribution. (a) Each Depositor will indemnify and
hold each Underwriter harmless against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the Registration Statement, the Prospectus, the Preliminary Prospectus, or
any amendment or supplement to any of such documents or any Trust Free Writing
Prospectus or the Time of Sale Information or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and will reimburse
each Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such action or
claim; provided, however, that such Depositor will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement in or omission
or alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to either Depositor by any
Underwriter through the Representatives specifically for use therein; and
provided further, that such Depositor will not be liable to any Underwriter or
any person controlling any Underwriter under the indemnity agreement in this
subsection (a) with respect to any of such documents to the extent that any such
loss, claim, damage or liability results from the fact that such Underwriter
sold the Notes to a person to whom there was not sent or given, at or prior to
the Time of Sale, a copy of the Preliminary Prospectus, the Time of Sale
Information or the Prospectus, whichever is more recent, if the Depositor has
previously furnished copies thereof to such Underwriter.

     The indemnity agreement in this subsection (a) will be in addition to any
liability which each Depositor may otherwise have and will extend, upon the same
terms


                                       26

<PAGE>

and conditions, to each person, if any, who controls any Underwriter within the
meaning of the Securities Act.

          (b) Each Underwriter, severally and not jointly, will indemnify and
hold harmless each Depositor against any losses, claims, damages or liabilities
to which such Depositor may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
the Prospectus, the Preliminary Prospectus, or any amendment or supplement to
any such documents, or any Free Writing Prospectus or the Time of Sale
Information, or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any of such documents (i) in reliance upon and
in conformity with written information furnished to either Depositor by such
Underwriter through the Representatives specifically for use therein or (ii) in
an Underwriter Free Writing Prospectus prepared by such Underwriter and is not
Issuer Information, and will reimburse any legal or other expenses reasonably
incurred by such Depositor in connection with investigating or defending any
such action or claim.

     The indemnity agreement in this subsection (b) will be in addition to any
liability which each Underwriter may otherwise have and will extend, upon the
same terms and conditions, to each person, if any, who controls either Depositor
within the meaning of the Securities Act.

          (c) Promptly after receipt by an indemnified party under subsection
(a) or (b) of written notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof, and in the event that such indemnified party does not so
notify the indemnifying party within 30 days following receipt of any such
notice by such indemnified party, the indemnifying party will have no further
liability under such subsection to such indemnified party unless the
indemnifying party has received other notice addressed and delivered in the
manner provided in Section 12 hereof of the commencement of such action; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under such
subsection. In case any such action is brought against any indemnified party and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party in its
reasonable judgment, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying


                                       27

<PAGE>

party will not be liable to such indemnified party under such subsection for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation.

          (d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party will contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Depositors on the one hand and such
Underwriter on the other from the offering of the Notes. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law, then each indemnifying party will contribute to such amount paid
or payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Depositors on the one hand and such Underwriter on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative benefits received by the Depositors on
the one hand and such Underwriter on the other will be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Depositors bear to the total underwriting discounts
and commissions received by such Underwriter, in each case as set forth in the
table on the cover page of the Prospectus as amended or supplemented with
respect to the Notes. The relative fault will be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by either Depositor and its affiliates or by such
Underwriter and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission,
including, with respect to such Underwriter, the extent to which such losses,
claims, damages or liabilities (or actions in respect thereof) result from the
fact that such Underwriter sold the Notes to a person to whom there was not sent
or given, at or prior to the Time of Sale, a copy of the Preliminary Prospectus,
the Time of Sale Information or the Prospectus, whichever is more recent, if
either Depositor has previously furnished copies thereof to such Underwriter.

     Each Depositor and the Underwriters, severally and not jointly, agree that
it would not be just and equitable if contribution pursuant to this subsection
(d) were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above in
this subsection (d). The amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof) referred
to above in this subsection (d) will be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim. Notwithstanding the provisions
of this subsection (d), no Underwriter will be required to contribute any amount
pursuant to this


                                       28

<PAGE>

Agreement and the Indemnification Agreement (collectively) in excess of the
amount by which the total price at which the Notes underwritten by it and
distributed to the public were offered to the public, exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) will be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The obligations of the
Underwriters of the Notes in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations with respect to such
Notes as set forth in the Terms Annex and not joint.

     8. Free Writing Prospectuses; Delivery of Preliminary Prospectus

          (a) Unless preceded or accompanied by a prospectus satisfying the
requirements of Section 10(a) of the Securities Act, no Underwriter will convey
or deliver any written communication to any person in connection with the
initial offering of the Notes unless such written communication (i) is made in
reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus
satisfying the requirements of Rule 430B under the Securities Act or (iii)
constitutes a Free Writing Prospectus.

          (b) Each Underwriter represents and agrees with the Depositor and Ford
Credit that (i) it has not and will not prepare or use any Free Writing
Prospectus (any Free Writing Prospectus prepared by or on behalf of an
Underwriter is referred to as an "Underwriter Free Writing Prospectus") that
contains any information other than (x) information included in the Preliminary
Prospectus or to be included in the final Prospectus ("Issuer Information") or
(y) expected pricing parameters for the Notes and status of subscriptions or
allocations for the Notes, unless otherwise agreed to by the Depositors, (ii) it
will discuss with the Depositors and Ford Credit the information to be included,
prior to its first use, in any Underwriter Free Writing Prospectus that includes
pricing-related information (including class size, coupons or spread and price
placed on Bloomberg screens) unless such pricing-related information was
contained in an Underwriter Free Writing Prospectus previously discussed with
the Depositors, and (iii) it will not use any "ABS informational and
computational material," as defined in Item 1101(a) of Regulation AB under the
Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each
Underwriter will deliver to the Depositors any Underwriter Free Writing
Prospectus required to be filed with the Commission (other than an Underwriter
Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to
its first use (except as otherwise agreed by the Depositors), except that the
Underwriters agree to provide an Underwriter Free Writing Prospectus with all
final pricing information as soon as practicable on the day the Notes are
priced.

          (c) Each Depositor represents and agrees with the Underwriters that is
has not prepared any Free Writing Prospectuses other than any listed in the
Terms Annex under "Trust Free Writing Prospectuses."


                                       29
<PAGE>

          (d) Each Underwriter represents and agrees with the Depositors and
Ford Credit that each Underwriter Free Writing Prospectus prepared or used by
such Underwriter, if any, when read in conjunction with the Time of Sale
Information, will not, as of the date such Free Writing Prospectus was conveyed
or delivered to any prospective purchaser of Notes, include any untrue statement
of a material fact or omit any material fact necessary to make the statements
contained therein, in light of the circumstances under which they were made, not
misleading; provided, however, that such Underwriter makes no representation to
the extent such misstatements or omissions were the result of any inaccurate
Issuer Information supplied by either Depositor or Ford Credit to the
Representatives or such Underwriter, which information was not corrected by
Corrective Information provided to the Representatives or Underwriters by the
Depositors in accordance with Section 5(c).

          (e) The Depositors agree to file with the Commission when required
under the Rules and Regulations the following:

               (i) the Preliminary Prospectus;

               (ii) each Trust Free Writing Prospectus required to be filed
     pursuant to Rule 433(d) under the Securities Act;

               (iii) any Underwriter Free Writing Prospectus required to be
     filed pursuant to Rule 433(d) under the Securities Act (other than an
     Underwriter Free Writing Prospectus required to be filed pursuant to Rule
     433(d)(1)(ii) under the Securities Act), provided such Underwriter Free
     Writing Prospectus was delivered to the Depositor reasonably in advance of
     the time required to be filed pursuant to Rule 433(d) under the Securities
     Act; and

               (iv) any Free Writing Prospectus for which either Depositor or
     any person acting on its behalf provided, authorized and approved
     information that is prepared and published or disseminated by a person
     unaffiliated with the Depositors or any other offering participant that is
     in the business of publishing, radio or television broadcasting or
     otherwise disseminating communications.

          (f) Each Underwriter agrees to file with the Commission any
Underwriter Free Writing Prospectus prepared by it when required to be filed
under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a
copy to the Depositors and Ford Credit.

          (g) Notwithstanding the provisions of Section 8(e) and Section 8(f),
neither the Depositors nor any Underwriter will be required to file any Free
Writing Prospectus that does not contain substantive changes from or additions
to a Free Writing Prospectus previously filed with the Commission.

          (h) Each Depositor and each Underwriter agrees that any Free Writing
Prospectuses prepared by it will contain substantially the following legend:


                                       30

<PAGE>

     The Issuer has filed a registration statement (including a prospectus) with
     the SEC for the offering to which this free writing prospectus relates.
     Before you invest, you should read the prospectus in that registration
     statement and other documents the Issuer has filed with the SEC for more
     complete information about the Issuer and this offering. You may get these
     documents for free by visiting EDGAR on the SEC website at www.sec.gov.
     Alternatively, the Issuer, any underwriter or any dealer participating in
     the offering will arrange to send you the prospectus if you request it by
     calling toll-free 1-8[xx-xxx-xxxx]

          (i) Each Depositor and each Underwriter agree to retain, for a period
of three years, all Free Writing Prospectuses that they have used and that are
not filed with the Commission in accordance with Rule 433 under the Securities
Act.

          (j) Each Underwriter, severally and not jointly, represents and agrees
(i) that it did not enter into any contract of sale for any Notes prior to the
Time of Sale and (ii) that it will, at any time that such Underwriter is acting
as an "underwriter" (as defined in Section 2(a)(11) of the Securities Act) with
respect to the Notes, convey the Preliminary Prospectus to each investor to whom
Notes are sold by it during the period prior to the filing of the final
Prospectus (as notified to the Underwriters by either Depositor), at or prior to
the applicable time of any such contract of sale with respect to such investor.

          (k) Each Underwriter covenants with the Depositors and the Trust that
after the final Prospectus is made available to such Underwriter it will not
distribute any written information in connection with the offering of Notes to a
prospective purchaser thereof during the ninety-day period (or such longer
period as required by law) following the Closing Date unless such information is
preceded or accompanied by the final Prospectus.

     9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Depositors or the officers of the Depositors and of the Underwriters set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation or statement as to the results thereof, made by
or on behalf of any Underwriter, the Depositors or any of their respective
representatives, officers or directors of any controlling person, and will
survive delivery of and payment for the Notes.

     10. Failure to Purchase the Notes.

          (a) If the purchase of the Notes is not consummated because the
circumstances described in Section 6(f) have occurred, then the Depositors will
not have any liability to the Underwriters with respect to the Notes except as
provided in Section 5(i) and Section 7; but if for any other reason but subject
to subsection (b) below, the Notes are not delivered to the Underwriters as
provided in this Agreement,


                                       31

<PAGE>

the Depositors will be liable to reimburse the Underwriters, through the
Representatives, for all out-of-pocket expenses, including counsel fees and
disbursements reasonably incurred by the Underwriters in making preparations for
the offering of the Notes, but the Depositors will not then have any further
liability to any Underwriter with respect to the Notes except as provided in
Section 5(i) and Section 7.

          (b) If any Underwriter or Underwriters default on their obligations to
purchase Notes hereunder and the aggregate principal amount of Notes that such
defaulting Underwriter or Underwriters agreed but failed to purchase does not
exceed 10% of the total principal amount of the Notes, the Representatives may
make arrangements satisfactory to the Depositors for the purchase of such Notes
by other persons, including the non-defaulting Underwriter or Underwriters, but
if no such arrangements are made by the Closing Date, the non-defaulting
Underwriter or Underwriters will be obligated, in proportion to their
commitments hereunder, to purchase the Notes that such defaulting Underwriter or
Underwriters agreed but failed to purchase. If any Underwriter or Underwriters
so default and the aggregate principal amount of Notes with respect to which
such default or defaults occur exceeds 10% of the total principal amount of the
Notes and arrangements satisfactory to the non-defaulting Underwriter or
Underwriters and the Depositors for the purchase of such Notes by other persons
are not made within 36 hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Underwriter and the
Depositors, except as provided in Section 5(h) and Section 7 hereof. Nothing
herein will relieve a defaulting Underwriter or Underwriters from liability for
its default.

     11. No Fiduciary Duty. Each Depositor acknowledges that in connection with
the offering of the Notes: (a) the Underwriters have acted at arm's length, are
not agents of, and owe no fiduciary duties to, either Depositor or any other
person, (b) the Underwriters owe each Depositor only those duties and
obligations set forth in this Agreement and (c) the Underwriters may have
interests that differ from those of either Depositor. Each Depositor waives to
the full extent permitted by applicable law any claims it may have against the
Underwriters arising from an alleged breach of fiduciary duty in connection with
the offering of the Notes.

     This Agreement, together with any contemporaneous written agreements and
any prior written agreements (to the extent not superseded by this Agreement)
that relate to the offering of the Notes, represents the entire agreement
between the Depositors and the Underwriters with respect to the preparation of
the Prospectus, and the conduct of the offering, and the purchase and sale of
the Notes.

     12. Notices. All notices, requests, demands, consents, waivers or other
communications to or from the parties to this Agreement must be in writing and
will be deemed to have been given and made:


                                       32

<PAGE>

          (a) upon delivery or, in the case of a letter mailed by registered
first class mail, postage prepaid, 3 days after deposit in the mail,

          (b) in the case of a fax, when receipt is confirmed by telephone,
reply email or reply fax from the recipient,

          (c) in the case of an email, when receipt is confirmed by telephone or
reply email from the recipient.

     Communications to the Representatives or the Underwriters will be given to
the Representatives at:

     (i)      ABN AMRO Incorporated
              Park Avenue Plaza, 55 East 52nd Street
              New York, NY 10055

     (ii)     Deutsche Bank Securities Inc.
              60 Wall Street, 19th Floor
              New York, New York 10005
              Attn: Fahir Han

              and

     (iii)    Lehman Brothers Inc.
              745 Seventh Avenue, 7th Floor
              New York, NY 10019

     Communications to the Depositors will be given to:

     c/o Ford Credit Floorplan Corporation or Ford Credit Floorplan LLC
     c/o Ford Motor Company
     World Headquarters
     One American Road, Suite 801-C1
     Dearborn, Michigan 48126
     Attention: Ford Credit SPE Management Office
     Telephone: (313) 594-3495
     Fax: (313) 390-4133

      With a copy to:

      Ford Motor Credit Company
      One American Road
      Suite 2411, Office 212-016
      Dearborn, Michigan 48126
      Attention: Corporate Secretary
      Telephone: (313) 323-1200


                                       33

<PAGE>

      Fax: (313) 248-7613

     13. Successors. This Agreement will inure to the benefit of and be binding
upon the Underwriters and the Depositors and their respective successors and the
officers and directors and controlling persons referred to in Section 7, and no
other person will have any right or obligations hereunder.

     14. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     15. Submission to Jurisdiction. The parties submit to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York State Court sitting in New York, New York for
purposes of all legal proceedings arising out of or relating to this Agreement.
The parties irrevocably waive, to the fullest extent they may do so, any
objection that they may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.

     16. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

     17. Severability. If any of the covenants, agreements or terms of this
Agreement is held invalid, illegal or unenforceable, then it will be deemed
severable from the remaining covenants, agreements or terms of this Agreement
and will in no way affect the validity, legality or enforceability of the
remaining Agreement.

     18. Counterparts. This Agreement may be executed in any number of
counterparts. Each counterpart will be an original, and all counterparts will
together constitute one and the same instrument.


                                       34

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement as of the date first above written.

                                        FORD CREDIT FLOORPLAN CORPORATION


                                        By: /s/ David M. Brandi
                                            ------------------------------------
                                        Name: David M. Brandi
                                        Title: President and Assistant Treasurer


                                        FORD CREDIT FLOORPLAN LLC


                                        By: /s/ David M. Brandi
                                            ------------------------------------
                                        Name: David M. Brandi
                                        Title: President and Assistant Treasurer


ABN AMRO INCORPORATED


By: /s/ Sue Sproule
    ---------------------------------
Name: Sue Sproule
Title: Vice President


DEUTSCHE BANK SECURITIES INC.


By: /s/ Elizabeth A. Whaler
    ---------------------------------
Name: Elizabeth A. Whaler
Title: Director


By: /s/ Judith Klahn
    ---------------------------------
Name: Judith Klahn
Title: Vice President


LEHMAN BROTHERS INC.


By: /s/ Robert J. Krugel
    ---------------------------------
Name: Robert J. Krugel
Title: Managing Director

Acting on behalf of themselves and as the
Representatives of the Several Underwriters


                                       35

<PAGE>

                                                                         ANNEX A

                                   TERMS ANNEX

                        FORD CREDIT FLOORPLAN CORPORATION

                            FORD CREDIT FLOORPLAN LLC

                                  (DEPOSITORS)

                                                                   June 21, 2006

REPRESENTATIVES

ABN AMRO Incorporated
Deutsche Bank Securities Inc.
Lehman Brothers Inc.

On behalf of themselves as Underwriters
and as Representatives

TERMS OF THE NOTES

Pricing Date: June 21, 2006

Time of Sale: 11:45 a.m. (EST), June 21, 2006

Closing Date: June 28, 2006

Notes:        Class A Notes
              Class B Notes

Required Ratings as of the Closing Date:

<TABLE>
<CAPTION>
                S&P   MOODY'S   FITCH
                ---   -------   -----
<S>             <C>   <C>       <C>
Class A Notes   AAA     Aaa      AAA
Class B Notes   AAA      A1        A
</TABLE>


                                       A-1

<PAGE>

PRICING INFORMATION

<TABLE>
<CAPTION>
                                                        PURCHASE PRICE
                                                        (as a % of the
                    AGGREGATE                        aggregate principal
    NOTES       PRINCIPAL AMOUNT    INTEREST RATE          amount)         FINAL MATURITY DATE
-------------   ----------------   ---------------   -------------------   -------------------
<S>             <C>                <C>               <C>                   <C>
Class A Notes    $1,416,200,000    One-month LIBOR       99.7916700%          June 15, 2011
                                       + 0.18%

Class B Notes    $   83,800,000    One-month LIBOR       99.7416700%          June 15, 2011
                                       + 0.45%
</TABLE>

UNDERWRITERS AND ALLOTMENTS

<TABLE>
<CAPTION>
                                                       Notes
                                  ----------------------------------------------
                                                                     Initial
                                                                    Principal
                                                                    Amount of
                                  Initial Principal Amount of        Class B
Underwriters                             Class A Notes                Notes
------------                      ---------------------------   ----------------
<S>                               <C>                           <C>
Lehman Brothers Inc.                     $  378,314,000            $27,934,000
ABN AMRO Incorporated                    $  378,314,000            $27,933,000
Deutsche Bank Securities Inc.            $  378,314,000            $27,933,000
Bear, Stearns & Co. Inc.                 $   42,486,000                     --
BNP Paribas Securities Corp.             $   42,486,000                     --
Calyon Securities (USA) Inc.             $   42,486,000                     --
Greenwich Capital Markets, Inc.          $   42,486,000                     --
UBS Securities LLC                       $  111,314,000                     --
                                         --------------            -----------
Total...........................         $1,416,200,000            $83,800,000
</TABLE>

PARTIES

Issuer or Trust:   Ford Credit Floorplan Master Owner Trust A

Delaware Trustee:  The Bank of New York (Delaware)

Owner Trustee:     The Bank of New York

Indenture Trustee: JPMorgan Chase Bank, N.A.



                                       A-2

<PAGE>

<TABLE>
<CAPTION>
DOCUMENTS
---------
<S>                                  <C>
Registration Statement               Registration Statement (No. 333-132560)
                                     effective as of June 2, 2006.

Indenture:                           Indenture, dated as of August 1, 2001,
                                     between the Trust and the Indenture
                                     Trustee.

Trust Agreement:                     Amended and Restated Trust Agreement, dated
                                     as of August 1, 2001, among the Depositors,
                                     the Delaware Trustee and the Owner Trustee.

Receivables Purchase Agreements:     (a) Second Amended and Restated Receivables
                                     Purchase Agreement, dated as of September
                                     1, 2005, between Ford Credit and FCF Corp
                                     (relating to the Issuer), (b) Second
                                     Amended and Restated Receivables Purchase
                                     Agreement, dated as of September 1, 2005,
                                     between Ford Credit and FCF Corp (relating
                                     to Ford Credit Floorplan Master Owner Trust
                                     B ("MOTB")) and (c) Second Amended and
                                     Restated Receivables Purchase Agreement,
                                     dated as of September 1, 2005, between Ford
                                     Credit and FCF LLC.

Transfer and Servicing Agreements:   (a) Second Amended and Restated Transfer
                                     and Servicing Agreement, dated as of
                                     September 1, 2005, among FCF Corp, the
                                     Servicer and the Trust, (b) Second Amended
                                     and Restated Transfer and Servicing
                                     Agreement, dated as of September 1, 2005,
                                     among FCF LLC, the Servicer and the Trust
                                     and (c) Second Amended and Restated
                                     Transfer and Servicing Agreement, dated as
                                     of September 1, 2005, among FCF Corp, the
                                     Servicer and MOTB.

Administration Agreement:            Amended and Restated Administration
                                     Agreement, dated as of December 19, 2002,
                                     among Ford Credit, the Trust and the
                                     Indenture Trustee.

Indemnification Agreement:           Indemnification Agreement, dated the
                                     Pricing Date, among Ford Credit and the
                                     Underwriters.
</TABLE>


                                       A-3

<PAGE>

Address for Notice to Representatives:

     (i)     ABN AMRO Incorporated
             Park Avenue Plaza, 55 East 52nd Street
             New York, NY 10055
             Telephone: _________
             Fax: _______________

     (ii)    Deutsche Bank Securities Inc.
             60 Wall Street, 13th Floor
             New York, New York 10005

             and

     (iii)   Lehman Brothers Inc.
             745 Seventh Avenue, 7th Floor
             New York, NY 10019

SEC REGISTRATION NUMBER

Registrants:              Ford Credit Floorplan Corporation

                          Ford Credit Floorplan LLC

Registration Number:      333-132560
                          333-132560-01

TIME OF SALE INFORMATION

Preliminary Prospectus:   Preliminary Prospectus, dated June 16, 2006

TRUST FREE WRITING PROSPECTUSES

Free Writing Prospectus filed June 6, 2006 [Roadshow materials]
Free Writing Prospectus filed June 12, 2006 [Additional Roadshow materials]
Free Writing Prospectus filed June 21, 2006 [Pricing Screen]


                                       A-4