exv4w2






Exhibit 4.2




 





SERIES 20__-_ INDENTURE SUPPLEMENT




between




FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,

as Issuer




and




THE BANK OF NEW YORK MELLON,

as Indenture Trustee




Dated as of _____________, 20__




 





 









 








TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE I USAGE AND DEFINITIONS
	 	 	1	 
	Section 1.1. Usage and Definitions
	 	 	1	 
	Section 1.2. Defined Terms for Other Series
	 	 	16	 
	ARTICLE II CREATION OF SERIES 20__-_ NOTES
	 	 	16	 
	Section 2.1. Principal Terms of Series 20__-_ Notes
	 	 	16	 
	Section 2.2. Additional Issuance; Reopening
	 	 	17	 
	Section 2.3. Payments
	 	 	18	 
	ARTICLE III REPORTS AND SERVICING
	 	 	19	 
	Section 3.1. Reports and Statements to Noteholders of Series 20__-_ Notes
	 	 	19	 
	Section 3.2. Servicing Compensation
	 	 	20	 
	ARTICLE IV RIGHTS OF NOTEHOLDERS OF SERIES 20__-_ NOTES AND ALLOCATION AND APPLICATION OF COLLECTIONS
	 	 	20	 
	Section 4.1. Collections and Allocations
	 	 	20	 
	Section 4.2. Application of Available Funds in Collection Account and
Other Sources
	 	 	23	 
	Section 4.3. Investor Charge-Offs
	 	 	26	 
	Section 4.4. Reallocated Principal Collections
	 	 	27	 
	Section 4.5. Excess Interest Collections
	 	 	27	 
	Section 4.6. Shared Principal Collections
	 	 	27	 
	Section 4.7. Series 20__-_ Accounts
	 	 	27	 
	Section 4.8. Permitted Investments
	 	 	29	 
	Section 4.9. Investment Instructions
	 	 	30	 
	Section 4.10. Notification of LIBOR
	 	 	30	 
	ARTICLE V THE NOTES
	 	 	30	 
	Section 5.1. Note Owner Representations
	 	 	30	 
	ARTICLE VI SERIES 20__-_ AMORTIZATION EVENTS
	 	 	30	 
	Section 6.1. Series 20__-_ Amortization Events
	 	 	30	 
	ARTICLE VII SERIES FINAL MATURITY; FINAL PAYMENTS
	 	 	32	 
	Section 7.1. Series Final Maturity
	 	 	32	 
	ARTICLE VIII MISCELLANEOUS PROVISIONS
	 	 	32	 
	Section 8.1. Ratification of Agreement
	 	 	32	 
	Section 8.2. Counterparts
	 	 	33	 
	Section 8.3. GOVERNING LAW
	 	 	33	 
	 
	 	 	 	 
	Exhibit A Form of Class [A/B/C/D] Note
	 	 	A-1	 
	Exhibit B Form of Monthly Investor Report
	 	 	B-1	 






i









 






     SERIES 20__-_ INDENTURE SUPPLEMENT, dated as of _______, 20__ (this “Indenture
Supplement”), between FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, a Delaware statutory trust,
as Issuer, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee.



BACKGROUND




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



     The parties to this Indenture Supplement, by executing and delivering this Indenture
Supplement, are providing for the creation and specifying the Principal Terms of the Series 20__-_
Notes.



     The parties agree as follows:



GRANTING CLAUSES




     In addition to the Grant of the Indenture, the Issuer Grants to the Indenture Trustee, as
Indenture Trustee for the benefit of the Series 20__-_ Noteholders [and of any Hedge Counterparty
(but only to the extent of its right to receive amounts owed under the related Interest Rate
Hedge)], all of the Issuer’s right, title and interest, whether now owned or hereafter acquired,
in, to and under the Series 20_-_ Collateral.



     The foregoing Grant is made in trust to secure (a) the payment of principal of, interest on
and any other amounts owing in respect of the Series 20__-_ Notes as provided in the Indenture and
this Indenture Supplement for the benefit of the Series 20__-_ Noteholders, [(b) the payment of
amounts owing under any Interest Rate Hedge] and (b) compliance by the Issuer with the provisions
of the Indenture and this Indenture Supplement [and any Interest Rate Hedge], all as provided in
the Series 20__-_ Notes, the Indenture and this Indenture Supplement.



     The Indenture Trustee acknowledges such Grant, accepts the trusts under this Indenture
Supplement in accordance with this Indenture Supplement and agrees to perform the duties in this
Indenture Supplement so that the interests of the Series 20__-_ Noteholders may be adequately
protected.



ARTICLE I

USAGE AND DEFINITIONS




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



 









 





     In addition, the following terms have the following meanings:



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



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




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






	 	(b)	 	the denominator of which equals the sum of (i) the Initial Invested Amount,
plus (ii) the “Initial Invested Amounts” of all Series in Principal Sharing Group One,
other than Series 20__-_, that are not expected to be in their “Revolving Periods” from
such date to the Expected Final Payment Date.





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



     “Adjusted Invested Amount” means, as of any date, (a) the Invested Amount, minus (b)
during an Accumulation Period or Amortization Period for Series 20__-_, the amount of any Principal
Collections in the Collection Account allocable to Series 20__-_, minus (c) the amount in
the Series 20__-_ Principal Funding Account (excluding any net investment earnings), each as of
such date.



     “Available Investor Interest Collections” means, for any Payment Date, an amount equal
to the sum of (a) the Investor Interest Collections for the related Collection Period, plus
(b) any net investment earnings on amounts in the Series 20__-_ Accounts for the related Collection
Period, plus (c) the Series 20__-_ Accumulation Period Reserve Draw Amount for such Payment
Date, plus (d) on the termination of the Series 20__-_ Accumulation Period Reserve Account
pursuant to Section 4.7(c)(iii), all remaining amounts in the Series 20__-_ Accumulation Period
Reserve Account (excluding any net investment earnings), plus (e) the Monthly Depositor
Servicing Fee for such Payment Date[, plus (f) any Net Hedge Receipts received by the
Issuer, plus (g) any Hedge Termination Receipts received by the Issuer and not paid to a
replacement Hedge Counterparty].



     “Available Investor Principal Collections” means, for any Payment Date, an amount
equal to the excess of (a) the sum of (i) the Investor Principal Collections for the related
Collection Period, plus (ii) any Available Investor Interest Collections, Series 20__-_
Reserve Account Available Amounts, Excess Interest Collections from other Series in Excess Interest
Sharing Group One and Available Depositor Collections that, pursuant to Sections 4.2(a) and (b),
are to be treated as Available Investor Principal Collections for such Payment Date, plus
(iii) the Series 20__-_ Excess Funding Amount, plus (iv) any Shared Principal Collections
for other Series in Principal Sharing Group One (including any amounts in the Excess Funding Account



2









 




that are made available to Series 20__-_ pursuant to the Indenture as Shared Principal
Collections), plus (v) upon the termination of the Series 20__-_ Reserve Account pursuant
to Section 4.7(b)(ii), all remaining amounts in the Series 20__-_ Reserve Account (excluding any
net investment earnings and after giving effect to Section 4.2(b)(iii)), over (b) any
Reallocated Principal Collections for such Payment Date.




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




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






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






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






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






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






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






	 	(G)	 	the Subordinated Percentage of the increase in the Series 20__-_ Excess Funding
Amount since the preceding Payment Date to the succeeding Payment Date; plus






	 	(H)	 	the Subordinated Percentage of the decrease in the Series 20__-_ Excess Funding
Amount since the preceding Payment Date to the succeeding Payment Date; plus






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






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






	 	(K)	 	any increases in the Available Subordinated Amount elected by the Depositors;
provided, that the cumulative amount of such increases may not exceed 3.5% of the
initial Note Balance of the Series 20__-_ Notes.




3









 











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



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



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



     “Class A-1 Notes” means any one of the Series 20__-_ Class A-1 Notes executed by the
Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of
Exhibit A.



     “Class A-2 Notes” means any one of the Series 20__-_ Class A-2 Notes executed by the
Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of
Exhibit A.



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



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



     “Class B Notes” means any one of the Series 20__-_ Class B Notes executed by the
Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of
Exhibit A.



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



     “Class C Notes” means any one of the Series 20__-_ Class C Notes executed by the
Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of
Exhibit A.



4









 





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



     “Class D Notes” means any one of the Series 20__-_ Class D Notes executed by the
Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of
Exhibit A.



     “Closing Date” means ________, 20__.



     “Controlled Accumulation Amount” means, for any Payment Date with respect to the
Controlled Accumulation Period, an amount equal to the Initial Invested Amount divided
by six; provided, however, that if the Controlled Accumulation Period
begins after _______ 20__, the Controlled Accumulation Amount for each Payment Date with respect to
the Controlled Accumulation Period will be equal to (a) the product of (i) the Initial Invested
Amount, times (ii) the Accumulation Period Factor for the last Collection Period of the
Revolving Period, divided by (b) the Required Accumulation Factor Number for the
last Determination Date during the Revolving Period.



     “Controlled Accumulation Period” means, unless an Early Amortization Period has
commenced prior to such period, the period beginning on the first day of the _______ 20__
Collection Period or such later date as is determined in accordance with Section 4.2(g) and ending
on the earlier to occur of (a) the day before the start of the Early Amortization Period and (b)
the end of the Collection Period preceding the Payment Date on which the Note Balance of the Series
20__-_ Notes will be paid in full.



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



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



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



5









 





     “Deficit Controlled Accumulation Amount” means (a) for the first Payment Date with
respect to the Controlled Accumulation Period, the excess, if any, of the Controlled Accumulation
Amount for such Payment Date, over the amount deposited into the Series 20__-_ Principal
Funding Account on such Payment Date and (b) for each subsequent Payment Date with respect to the
Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for such
Payment Date, over the amount deposited into the Series 20__-_ Principal Funding Account on
such Payment Date.



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



     “Early Amortization Period” means the period beginning on the day on which an
Amortization Event for Series 20__-_ occurs (or, if the Servicer is not required to make daily
deposits of Collections into the Collection Account pursuant to Section 8.4(b) of the Indenture,
beginning on the first day of the Collection Period in which such Amortization Event occurs) and
ending on the earlier to occur of (a) the end of the Collection Period preceding the Payment Date
on which the Note Balance of the Series 20__-_ Notes will be paid in full and (b) the Series 20__-_
Final Maturity Date.



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



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



     “Expected Final Payment Date” means the _________ 20__ Payment Date.



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



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



6









 





     “Floating Investor Percentage” means, for any Deposit Date or Collection Period (or
portion of any Collection Period occurring prior to the end of the Revolving Period), the
percentage equivalent (not to exceed 100%) of a fraction (a) the numerator of which is the Adjusted
Invested Amount on the last day of the preceding Collection Period (or for the first Collection
Period, the initial Note Balance of the Series 20__-_ Notes) and (b) the denominator of which is
the Adjusted Pool Balance on the last day of the preceding Collection Period (or for the first
Collection Period, the Adjusted Pool Balance as of the Series Cutoff Date).



     [“Hedge Counterparty” means ____________.]



     [“Hedge Required Ratings” means (i) a short-term unsecured debt rating of “__” or
better from ___________ (or, if the applicable Hedge Counterparty has no short-term unsecured debt
rating from __________, a long-term unsecured debt rating of “__” or better from ___________), (ii)
a short-term unsecured debt rating of “__” or better from ___________ (or, if the applicable Hedge
Counterparty has no short-term unsecured debt rating from __________, a long-term unsecured debt
rating of “__” or better from ___________), and (iii) either a short-term unsecured debt rating of
“__” or better from _______ or a long-term unsecured debt rating of “__” or better from
____________.]



     [“Hedge Termination Payments” means Senior Hedge Termination Payments and Subordinated
Hedge Termination Payments.]



     [“Hedge Termination Receipt” means any hedge termination payment payable by a Hedge
Counterparty to the Issuer.]



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




	 	(a)	 	a fraction, (i) the numerator of which is an amount (not less than zero) equal
to (A) the Adjusted Invested Amount as of the related Payment Date, plus (B)
the product of the initial Note Balance of the Series 20__-_ Notes times the
excess of the Required Pool Percentage over 100%, plus (C) the Required
Subordinated Amount on such Determination Date (without giving effect to the
Incremental Subordinated Amount), minus (D) the Series 20__-_ Excess Funding
Amount as of such Determination Date and (ii) the denominator of which is the Pool
Balance on such Determination Date; times






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





     “Initial Invested Amount” means, for the Series 20__-_ Notes and for any date,
$__________; provided, that the Initial Invested Amount will be reduced by the initial Note
Balance of any Series 20__-_ Notes that are determined to be no longer Outstanding on the day prior
to the start of the Early Amortization Period.



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




7











 





     “Interest Period” means, for any Payment Date (a) for each Class of Notes, except the
Class A-2 Notes, the period from the 15th day of the calendar month preceding such Payment Date to
the 15th day of the following calendar month (or from the Closing Date to __________, 20___ in the
case of the first Payment Date), and (b) for the Class A-2 Notes, the period from the Payment Date
preceding such Payment Date to such Payment Date (or, from the Closing Date to _________ 15, 20___
in the case of the first Payment Date).



     [“Interest Rate Hedge” means the ISDA Master Agreement, the Schedule and the Credit
Support Annex to the Master Agreement and the Confirmation, each dated as of ________, 20___,
between __________ and the Issuer.]



     “Invested Amount” means, as of any date, an amount equal to (a) the initial Note
Balance of the Series 20__-_ Notes, minus (b) the aggregate amount of any principal payments
made to the Noteholders of the Series 20__-_ Notes before such date, minus (c) the
cumulative amount of unreimbursed Investor Charge-Offs applied to reduce the Invested Amount
pursuant to Section 4.3 before such date, minus (d) the cumulative amount of unreimbursed
Reallocated Principal Collections applied to reduce the Invested Amount pursuant to Section 4.4
before such date.



     “Investor Charge-Off” means, for any Payment Date, the excess, if any, of the amount
of the unfunded Investor Default Amount for such Payment Date over the amount of such
Investor Default Amount applied to reduce the Available Subordinated Amount pursuant to Section 4.3
for such Payment Date.



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



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



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



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



     “LIBOR” means, for any Interest Period, the rate determined by the Indenture Trustee
on each LIBOR Determination Date on the basis of the rate for deposits in United States dollars for
a period of one month which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London
time, on such date. If such rate does not appear on the Reuters Screen LIBOR01 Page,
the rate for that LIBOR Determination Date will be determined on the basis of the rates at
which deposits in U.S. dollars are offered by the Reference Banks at approximately 11:00 a.m.,
London time, on that day to prime banks in the London interbank market for a period of one month



8









 




commencing on such date and in a principal amount of at least U.S.$1,000,000. The Indenture
Trustee will request the principal London office of each of the Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided, the rate for that LIBOR
Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are
provided as requested, the rate for that LIBOR Determination Date will be the arithmetic mean of
the rates quoted by three major banks in New York City, selected by the Servicer, at approximately
11:00 a.m. (New York City time) on that day for loans in U.S. dollars to leading European banks for
a period of one month commencing on such date and in a principal amount of at least U.S.$1,000,000;
provided, however, that if the banks selected by the Servicer are not quoting
rates, LIBOR for such date will be the same as LIBOR for the preceding LIBOR Determination Date.




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



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



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




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






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





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



     “Monthly Back-up Servicing Fee” means, for any Payment Date, an amount equal to
one-twelfth of the product of (a) the Back-up Servicing Fee Rate, times (b) the percentage
equivalent of a fraction, the numerator of which is the Floating Investor Percentage for the
related Collection Period and the denominator of which is the sum of the “Floating Investor



9









 




Percentages” for all Series for such Collection Period, times (c) the aggregate principal
amount of Receivables on the last day of the preceding Collection Period. If no Back-up Servicing
Agreement is in effect on any date, all references to the Monthly Back-up Servicing Fee in this
Indenture Supplement will be deemed to be deleted from this Indenture Supplement and have no
further effect.




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



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



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



     “Monthly Principal Payment Rate” means, for any Collection Period, the percentage
equivalent of a fraction (a) the numerator of which is the Principal Collections for such
Collection Period and (b) the denominator of which is the Pool Balance on the first day of such
Collection Period.



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



     [“Net Hedge Payment” means, for any Payment Date, the net amount, if any, payable by
the Issuer to a Hedge Counterparty on such Payment Date, excluding any Hedge Termination Payments
and any Hedge Termination Receipts.]



     [“Net Hedge Receipt” means, for any Payment Date, the net amount, if any, payable by a
Hedge Counterparty to the Issuer on such Payment Date, excluding any Hedge Termination Payments and
any Hedge Termination Receipts.]



10









 





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




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






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





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



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




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






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






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





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



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



     “Principal Sharing Group One” means Series 20__-_ and each other Series specified in
the related Indenture Supplement to be included in Principal Sharing Group One.



     “Principal Shortfall” means, for Series 20__-_ and any Payment Date, an amount equal to
(a) for any Payment Date with respect to the Revolving Period, zero, and (b) for any Payment Date
with respect to the Controlled Accumulation Period or Early Amortization Period, the



11









 




excess, if any, of the Monthly Principal Amount for such Payment Date, over the amount
of Available Investor Principal Collections for such Payment Date (excluding any Available Investor
Principal Collections attributable to Shared Principal Collections).




     “Rating Agency” means each of _________ and _________.



     “Rating Agency Condition” means:




	 	(a)	 	with respect to (i) _________ and any proposed action, and (ii) _________ and
any action described in clause (f) of the definition of “Permitted Investments,” that
such Rating Agency has notified the Depositors, the Servicer, and the Indenture Trustee
that the proposed action will not result in a downgrade or withdrawal of its
then-current rating of any Series 20__-_ Notes; and






	 	(b)	 	with respect to _________ and any proposed action, except as provided in clause
(a)(ii) above, the Issuer has given ten Business Days’ prior notice to such Rating
Agency of the proposed action, and such Rating Agency has not notified the Depositors,
the Servicer and the Indenture Trustee within such period that such action will result
in a downgrade or withdrawal of its then-current rating on any of the Series 20__-_
Notes; provided, that _________ may, at its option, notify the Depositors, the
Servicer and the Indenture Trustee that such action will not result in a reduction or
withdrawal of its then-current rating of any of the Series 20__-_ Notes.





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




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






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






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






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





     “Reassignment Amount” means, for any Payment Date, the sum of (a) the Note Balance of
the Series 20__-_ Notes on such Payment Date, plus (b) the Accrued Note Interest for each
Class for such Payment Date, in each case, after giving effect to any payments to be made on such
Payment Date[, plus (c) any amounts owing to any Hedge Counterparty].



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



12









 





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



     “Required Pool Percentage” means ___%.



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




	 	(a)	 	the greater of (i) zero and (ii) the product of (A) the Subordinated
Percentage, times (B) the excess of the initial Note Balance of the Series
20__-_ Notes over the Series 20__-_ Excess Funding Amount on such date; plus






	 	(b)	 	the Incremental Subordinated Amount for such date.





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



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



     [“Secured Parties” means the Noteholders and any Hedge Counterparty.]



     [“Senior Hedge Termination Payment” means any termination payment payable by the
Issuer to a Hedge Counterparty other than a Subordinated Hedge Termination Payment.]



     “Series 20__-_” means the Series of Notes, the Principal Terms of which are specified
in this Indenture Supplement.



     “Series 20__-_ Accounts” means the Series 20__-_ Principal Funding Account, the Series
20__-_ Reserve Account, the Series 20__-_ Accumulation Period Reserve Account [and the Series 20__-_
Hedge Counterparty Collateral Account,] which will constitute the “Series Accounts” for Series
20__-_ for purposes of the Indenture.



     “Series 20__-_ Accumulation Period Reserve Account” means the account designated as
such pursuant to Section 4.7(c).



     “Series 20__-_ Accumulation Period Reserve Account Available Amount” means, for each
Payment Date, the lesser of:




	 	(a)	 	the amount in the Series 20__-_ Accumulation Period Reserve Account on such
Payment Date (excluding any net investment earnings and before giving effect to any
deposits or withdrawals made or to be made on such Payment Date); and






	 	(b)	 	the Series 20__-_ Accumulation Period Reserve Account Required Amount.




13









 











     “Series 20__-_ Accumulation Period Reserve Account Deposit Amount” means, for each
Payment Date beginning on the Series 20__-_ Accumulation Period Reserve Account Funding Date and
until termination of the Series 20__-_ Accumulation Period Reserve Account pursuant to Section
4.7(c)(iii), the excess of (a) the Series 20__-_ Accumulation Period Reserve Account Required
Amount, over (b) the Series 20__-_ Accumulation Period Reserve Account Available Amount for
such Payment Date.



     “Series 20__-_ Accumulation Period Reserve Account Funding Date” means the Payment Date
occurring in the second Collection Period preceding the scheduled commencement of the Controlled
Accumulation Period (or such earlier or later date as may be directed by the Servicer;
provided that, if the Series 20__-_ Accumulation Period Reserve Account Funding Date occurs
on a later date, the Series 20__-_ Accumulation Period Reserve Account is expected to be fully
funded by the commencement of the Controlled Accumulation Period).



     “Series 20__-_ Accumulation Period Reserve Account Required Amount” means an amount
equal to ___ % of the initial Note Balance of the Series 20__-_ Notes.



     “Series 20__-_ Accumulation Period Reserve Draw Amount” means, for any Payment Date
relating to the Controlled Accumulation Period or the first Payment Date with respect to the Early
Amortization Period, the lesser of (a) the excess, if any, of (i) an amount equal to one-twelfth of
the product of (A) the amount in the Series 20__-_ Principal Funding Account on the preceding
Payment Date (excluding net investment earnings), times (B) the weighted average (weighted
by the aggregate Note Balance of each Class of Series 20__-_ Notes) of the Note Interest Rate for
each Class of Series 20__-_ Notes for the related Interest Period, over (ii) the portion of
the Available Investor Interest Collections for such Payment Date constituting net investment
earnings from the Series 20__-_ Accounts, and (b) the Series 20__-_ Accumulation Period Reserve
Account Available Amount for such Payment Date.



     “Series 20__-_ Amortization Event” has the meaning specified in Section 6.1.



     “Series 20__-_ Collateral” means (a) all Collections on the Receivables allocated to
the Series 20__-_ Noteholders, (b) all security entitlements relating to the Series 20__-_ Accounts
and the property deposited in or credited to any of the Series 20__-_ Accounts, [(_) the Issuer’s
rights under any Interest Rate Hedge,] (c) all present and future claims, demands, causes in action
and choses in action in respect of the foregoing, and (d) all payments on and proceeds of the
foregoing.



     “Series 20__-_ Excess Funding Amount” means, as of any date, the product of (a) the
amount in the Excess Funding Account (excluding any net investment earnings) on such date,
times (b) a fraction (i) the numerator of which is the Adjusted Invested Amount as of such
date and (ii) the denominator of which is the sum of the “Adjusted Invested Amounts” of all Series.



     “Series 20__-_ Final Maturity Date” means the ___________ 20___ Payment Date.



     [“Series 20__-_ Hedge Counterparty Collateral Account” means the account designated as
such pursuant to Section 4.7(d).]



     “Series 20__-_ Notes” has the meaning specified in Section 2.1(a).



14









 





     “Series 20__-_ Principal Funding Account” means the account designated as such pursuant
to Section 4.7(a).



     “Series 20__-_ Reserve Account” means the account designated as such pursuant to
Section 4.7(b).



     “Series 20__-_ Reserve Account Available Amount” means, for any Payment Date, the
lesser of (a) the amount in the Series 20__-_ Reserve Account on such date (excluding any net
investment earnings and before giving effect to any deposit or withdrawal on such Payment Date) and
(b) the Series 20__-_ Reserve Account Required Amount for such Payment Date.



     “Series 20__-_ Reserve Account Deposit Amount” means, for any Payment Date, the excess,
if any, of (a) the Series 20__-_ Reserve Account Required Amount for such Payment Date, over
(b) the Series 20__-_ Reserve Account Available Amount for such Payment Date.



     “Series 20__-_ Reserve Account Required Amount” means, for any Payment Date, an amount
equal to the product of (a) the Series 20__-_ Reserve Account Required Percentage, times (b) the
Initial Invested Amount; provided, that the Reserve Account Required Amount for the Closing Date is
$_________.



     “Series 20__-_ Reserve Account Required Percentage” means, (a) for any Payment Date not
described in clauses (b) or (c), __%, (b) for any Payment Date during a Subordination Step-up
Period for which the Depositors have elected to increase the Series 20__-_ Reserve Account Required
Percentage in accordance with Section 4.7(b), __% plus the Step-up Percentage or (c) for
any Payment Date with respect to the Early Amortization Period, __%; provided, that the
Depositors may reduce any of these percentages so long as the Rating Agency Condition is satisfied.



     “Series Cutoff Date” means the close of business on ________.



     “Servicer Covenant Letter” means the letter agreement, dated the Closing Date, among
the Servicer, the Depositors, the Issuer and the Indenture Trustee, relating to certain covenants
of the Servicer made in respect of the Receivables and Series 20__-_.



     “Servicing Fee Rate” means __% per annum.



     “Shared Principal Collections” means, for Series 20__-_ and any Payment Date, an amount
equal to the excess, if any, of (a) the Available Investor Principal Collections for such Payment
Date (without giving effect to clause (a)(iv) of the definition of “Available Investor Principal
Collections”), over (b) the amount required to be deposited or distributed, without
duplication, pursuant to Sections 4.2(d) and (e) on such Payment Date.



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



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



15









 





     [“Subordinated Hedge Termination Payment” means any termination payment payable by the
Issuer to a Hedge Counterparty where the related termination results from either (a) and “event of
default” under the related Interest Rate Hedge where the Hedge Counterparty is the “defaulting
party,” or (b) a “termination event” (other than “illegality” or “tax event”) under the related
Interest Rate Hedge for which the Hedge Counterparty is the sole “affected party.”]



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



     “Subordination Factor” means, for the Series 20__-_ Notes, (a) for any Determination
Date not described in clause (b), ___% or (b) for any Determination Date during a Subordination
Step-up Period, unless the Depositors have elected to increase the Series 20__-_ Reserve Account
Required Percentage in accordance with Section 4.7(b), ___%.



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



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



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



ARTICLE II

CREATION OF SERIES 20__-_ NOTES




     Section 2.1. Principal Terms of Series 20__-_ Notes. The Principal Terms for the
Series 20__-_ Notes are as follows:



     (a) Creation and Designation. This Indenture Supplement creates a Series of Notes to
be issued by the Issuer on the Closing Date pursuant to the Indenture and this Indenture Supplement
to be known as the “Series 20__-_ Asset Backed Notes” or the “Series 20__-_ Notes.”



     (b) Note Interest Rate and Initial Note Balance. The Indenture Trustee will, upon
Issuer Order, authenticate and deliver the Series 20__-_ Notes for original issue in the following
Classes, each having the Note Interest Rates and initial Note Balances specified below. The
Series 20__-_ Notes will be payable on the Series 20__-_ Final Maturity Date.



16









 





	 	 	 	 	 
	Class	 	Note Interest Rate	 	Initial Note Balance
	Class A-1 Notes

	 	__%
	 	$________
	Class A-2 Notes

	 	[One-month LIBOR + __%]
	 	$________
	Class B Notes

	 	__%
	 	$________
	Class C Notes

	 	__%
	 	$________
	Class D Notes

	 	__%
	 	$________






     (c) Sharing Groups. Series 20__-_ will be in Excess Interest Sharing Group One and in
Principal Sharing Group One.



     (d) Form of Notes. Each Class of Series 20__-_ Notes, together with the Indenture
Trustee’s certificate of authentication, will be in substantially the form of Exhibit A with such
variations as are required or permitted by this Indenture Supplement and the Indenture. The Series
20__-_ Notes may have such marks of identification and such legends or endorsements placed on them
as may be determined, consistent with this Indenture Supplement and the Indenture, by the
Responsible Persons executing such Series 20__-_ Notes, as evidenced by their execution of such
Series 20__-_ Notes.



     (e) Book-Entry Series 20__-_ Notes. The Series 20__-_ Notes initially will be issued as
Book-Entry Notes. On or before the Series Issuance Date, Global Notes representing each Class of
Series 20__-_ Notes will be deposited with the Clearing Agency.



     (f) Series Issuance Date. The Series Issuance Date for the Series 20__-_ Notes will be
the Closing Date.



     (g) Denominations. The Series 20__-_ Notes will be issued in fully registered form in
minimum amounts of $100,000 and in integral multiples of $1,000 in excess of such minimum amount
(except that one Note of each Class may be issued in a different amount so long as such amount
exceeds $100,000).



     (h) Indenture. The Series 20__-_ Notes are “Notes” and this Indenture Supplement is an
“Indenture Supplement” for all purposes of the Indenture. If any provision of the Series 20__-_
Notes or this Indenture Supplement conflicts with or is inconsistent with the Indenture, the
provisions of the Series 20__-_ Notes or this Indenture Supplement, as the case may be, control.



     (i) Events of Default. There will be no additional Events of Default with respect to
the Series 20__-_ Notes.



     Section 2.2. Additional Issuance; Reopening.



     The Issuer may from time to time, without notice to, or the consent of, Noteholders of any
Series, create and issue additional Series 20__-_ Notes of the same Class as any Class issued on the
Closing Date. Any such additional Series 20__-_ Notes will form part of and have the
same Principal Terms as such previously issued Class, except for (i) the initial principal
amount of such Class, the Initial Invested Amount and the initial Note Balance of such Class on the
Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such
additional Series 20__-_ Notes, and (iii) the first payment of interest following the issuance of
such additional Series 20__-_ Notes. When issued, such additional Series 20__-_ Notes will be
equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement




17











 




applicable to those Series 20__-_ Notes of the same Class issued on the Closing Date
without preference, priority or distinction. The obligation of the Indenture Trustee to
authenticate and deliver additional Series 20__-_ Notes after the Closing Date and to execute and
deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be
subject to the satisfaction of the following conditions:




     (a) on or before the second Business Day preceding the issuance of such additional Series
20__-_ Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such
additional issuance and the date of such additional issuance;



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



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



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




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




     (ii) all conditions precedent under this Section 2.2 to the issuance of such additional
Series 20__-_ Notes have been complied with;



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



     (f) the Depositors have deposited in the Series 20__-_ Reserve Account from the proceeds of
such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_
Reserve Account Required Amount after giving effect to such issuance; and



     (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving
effect to such additional issuance (taking into account any deposit of the proceeds of such
additional Series 20__-_ Notes into the Excess Funding Account).



     Section 2.3. Payments.



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



18









 





     (b) Interest and principal payments on each Class of Notes will be made ratably to the
Noteholders of such Class entitled to such payments. On each Payment Date, distributions to be
made with respect to interest on and principal of the Book-Entry Notes will be paid to the
registered Noteholder by wire transfer in immediately available funds to the account designated by
the nominee of the Clearing Agency (initially, such nominee will be Cede & Co.). Distributions to
be made with respect to interest on and principal of the Definitive Notes will be paid to the
registered Noteholder (i) if such Noteholder has provided to the Note Registrar appropriate
instructions at least five Business Days before such Payment Date and the aggregate original
principal amount of such Noteholder’s Notes is at least $1,000,000, by wire transfer in immediately
available funds to the account of such Noteholder or (ii) by check mailed first class mail, postage
prepaid, to such registered Noteholder’s address as it appears on the Note Register on the related
Record Date. However, the final installment of principal (whether payable by wire transfer or
check) of each Note on a Payment Date or the Series 20__-_ Final Maturity Date will be payable only
upon presentation and surrender of such Note. The Indenture Trustee will notify each registered
Noteholder of the date on which the Issuer expects that the final installment of principal of and
interest on such registered Noteholder’s Notes will be paid not later than five days before such
date. Such notice will be prepared by the Issuer and will specify the place where such Notes may
be presented and surrendered for payment of such installment. All funds paid by wire transfers or
checks that are returned undelivered will be held in accordance with Section 3.3 of the Indenture.



     (c) The principal of each Note will be payable in installments on each Payment Date as
specified in such Note. The entire unpaid Note Balance of each Class of Notes will be due and
payable on the Series 20__-_ Final Maturity Date. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes will be due and payable on the date on which the Notes are declared
to be immediately due and payable in the manner provided in Section 5.2(a) of the Indenture.



ARTICLE III

REPORTS AND SERVICING




     Section 3.1. Reports and Statements to Noteholders of Series 20__-_ Notes.



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



     (b) On each Payment Date, the Indenture Trustee will deliver to each Noteholder of Series
20__-_ Notes a Monthly Investor Report; provided, that, in lieu of the Indenture Trustee’s
delivering such statement, the Indenture Trustee may make such statement available to the
Noteholders of the Series 20__-_ through the Indenture Trustee’s internet website, which initially
is located at http://GCTInvestorreporting.bnymellon.com.



19









 





     (c) A copy of each Monthly Investor Report may be obtained by any Noteholder of Series 20__-_
Notes by a request to the Servicer.



     (d) If required by law, on or before January 31 of each calendar year, beginning with the
calendar year following the Closing Date, the Indenture Trustee will furnish or cause to be
furnished to each Person who at any time during the preceding calendar year was a Noteholder of the
Series 20__-_ Notes, a statement prepared by the Servicer containing the information that is
required to be contained in the statements to the Noteholders of the Series 20__-_ Notes, as set
forth in Section 3.1(a), aggregated for the preceding calendar year, together with other
information as is required to be provided by an issuer of indebtedness under the Code; provided,
however, that in lieu of the Indenture Trustee’s delivering such statement, the Indenture Trustee
may make such statement available to the Noteholders of the Series 20__-_ Notes through the
Indenture Trustee’s internet website, which initially is located at
http://GCTInvestorreporting.bnymellon.com. Such obligation of the Servicer will be deemed to have
been satisfied to the extent that substantially comparable information is provided by the Indenture
Trustee pursuant to any requirements of the Code as from time to time in effect.



     Section 3.2. Servicing Compensation. The share of the Servicing Fee allocable to
Series 20__-_ for any Payment Date is equal to the Monthly Servicing Fee. The portion of the
Servicing Fee that is not allocable to Series 20__-_ will be paid by the holders of the Depositor
Interest or the Noteholders of other Series (pursuant to the related Indenture Supplement) and in
no event will the Issuer, the Indenture Trustee or the Noteholders of the Series 20__-_ Notes be
liable for the share of the Servicing Fee to be paid by the holders of the Depositor Interest or
the Noteholders of any other Series.



ARTICLE IV

RIGHTS OF NOTEHOLDERS OF SERIES 20__-_ NOTES

AND ALLOCATION AND APPLICATION OF COLLECTIONS




     Section 4.1. Collections and Allocations.



     (a) Allocations. Pursuant to Section 8.4(a) of the Indenture, Interest Collections,
Principal Collections and Defaulted Receivables will be allocated between Series 20__-_ and the
Depositor Interest and then applied to Series 20__-_ and the Depositor Interest pursuant to this
Article IV.



     (b) Allocations to Depositor Interest.




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





	 	(A) 	 	to the Collection Account, but only to the extent
needed to pay, to the knowledge of the Servicer on such Deposit Date, the
following amounts on the related Payment Date: (I) to cover shortfalls in
payments and deposits required to be made from Available Investor Interest
Collections on the related Payment Date pursuant to Section 





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	 	 	 	4.2(b)(ii), and
to cover similar shortfalls for other Series, and (II) during an Early
Amortization Period, to cover amounts distributable pursuant to Section
4.2(e) on such Payment Date;

	 
	 	(B) 	 	to the Excess Funding Account, to the extent that the
Required Depositor Amount for the preceding Calculation Date (and, if such
Calculation Date is a Determination Date, after giving effect to the
allocations, payments, withdrawals and deposits to be made on the Payment
Date following such Determination Date) exceeds the Depositor Amount; and

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






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




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

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






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




	 	(A) 	 	 to the Excess Funding Account, to the extent that the
Required Depositor Amount for the preceding Calculation Date (and, if such
Calculation Date is a Determination Date, after giving effect to the
allocations, payments, withdrawals and deposits to be made on the Payment
Date following such Determination Date) exceeds the Depositor Amount;

	 
	 	(B) 	 	to the Collection Account, until the amount deposited
pursuant to this clause (B) is equal to the excess, if any, of the Monthly
Depositor Servicing Fee for all Series for such Collection Period
over the amount deposited into the Collection Account pursuant to
Section 4.1(b)(ii)(A); and





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





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



     (c) Allocations to Series 20__-_. The Servicer will allocate to the Noteholders of
Series 20__-_ Notes and deposit into the Collection Account for application pursuant to this
Indenture Supplement the following amounts:




     (i) on each Deposit Date, an amount equal to the Investor Interest Collections for such
Deposit Date or the related Collection Period, as applicable, until the amount in the
Collection Account allocated to Series 20__-_ equals the excess of (I) the amounts to be paid
or distributed, to the knowledge of the Servicer on such Deposit Date, on the related
Payment Date pursuant to Section 4.2(a)(i) through (xvi), over (II) the Monthly
Depositor Servicing Fee for the related Collection Period;




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




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



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



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



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




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




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




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




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




     [(__) to the Hedge Counterparty, any Net Hedge Payments due;]




     [(__) to the Hedge Counterparty, any Hedge Termination Payments Due]




     (v) pro rata, to the payment of all amounts, including indemnities, then due to the
Owner Trustee and the Indenture Trustee for the Series 20__-_ Notes, and any expenses
incurred by the Issuer for the Series 20__-_ Notes in accordance with the Transaction
Documents, in each case, to the extent not paid by the Servicer or the Administrator, up to
a maximum of $________ per year;




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




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




     (viii) to the Series 20__-_ Reserve Account, the Series 20__-_ Reserve Account Deposit
Amount for such Payment Date;



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




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




     (xi) beginning on the Series 20__-_ Accumulation Period Reserve Account Funding Date, to
the Series 20__-_ Accumulation Period Reserve Account, the Series 20__-_ Accumulation Period
Reserve Account Deposit Amount for such Payment Date;




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




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




     [(__) to the Hedge Counterparty, any Subordinated Hedge Termination Payments due;]




     (xiv) pro rata, to the payment of all amounts, including indemnities, then due to the
Owner Trustee and the Indenture Trustee for the Series 20__-_ Notes, and any expenses
incurred by the Issuer for the Series 20__-_ Notes in accordance with the Transaction
Documents, in each case, to the extent not paid by the Servicer or the Administrator or
pursuant to clause (v) above;




     (xv) to the Back-up Servicer, (A) any amounts due pursuant to Section 2.3(b)
of the Back-up Servicing Agreement and (B) as the Successor
Servicer, any Transition Costs due pursuant to Section 2.3(c) of
the Back-up Servicing Agreement in excess of the amount in the
Back-up Servicer Reserve Account in each case, for the
Series 20__-_ Notes;




     (xvi) to treat as Excess Interest Collections available from Series 20__-_, the Interest
Collections Shortfalls for other Series in Excess Interest Sharing Group One; and




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



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



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




     (ii) from Available Depositor Interest Collections and Available Depositor Principal
Collections (with respect to Available Depositor Principal Collections, in an amount not
exceeding the Available Subordinated Amount (before giving effect to Section 4.3) for such
Payment Date), to cover shortfalls in the applications, payments and deposits required
pursuant to Sections 4.2(a)(i) through (ix) in that order; provided that, if the
amount of Available Depositor Collections is insufficient to cover such shortfalls for
Series 20__-_, as well as any similar shortfalls for other Series, then Available Depositor
Collections will be allocated to Series 20__-_ based on the ratio that the Available
Subordinated Amount for Series 20__-_ bears to the aggregate “Available Subordinated Amounts”
for all Series having such shortfalls; provided, further, that if the amount
of Available Depositor Collections exceeds the aggregate amount of such shortfalls for all
Series, then the excess Available Depositor Collections will be applied to cover any unpaid
Adjustment Payments;




     (iii) from the Series 20__-_ Reserve Account Available Amount, to cover shortfalls in
the applications, payments and deposits required pursuant to Sections 4.2(a)(i) through
(vii) in that order; and




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



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




     (i) on any Payment Date with respect to the Controlled Accumulation Period or Early
Amortization Period, to the Series 20__-_ Principal Funding Account, the excess, if any, of
the Monthly Principal Amount for such Payment Date over the amount
deposited into the Series 20__-_ Principal Funding Account from the Excess Funding
Account pursuant to Section 4.2(d) on such Payment Date;




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




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




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



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     (d) As long as the Indenture Trustee has received the Monthly Investor Report by the related
Determination Date, the Indenture Trustee (based on information in the Monthly Investor Report)
will, on each Payment Date with respect to the Controlled Accumulation Period or an Early
Amortization Period, deposit into the Series 20__-_ Principal Funding Account from the Excess
Funding Account the lesser of (i) the Series 20__-_ Excess Funding Amount, and (ii) the Monthly
Principal Amount for such Payment Date.



     (e) If Available Investor Principal Collections for any Payment Date with respect to an Early
Amortization Period are insufficient to deposit the amount required pursuant to Section 4.2(c)(i),
as long as the Indenture Trustee has received the Monthly Investor Report by the related
Determination Date, the Indenture Trustee (based on the information in the Monthly Investor Report)
will, on such Payment Date, deposit into the Series 20__-_ Principal Funding Account Available
Depositor Interest Collections and Available Depositor Principal Collections (with respect to
Available Depositor Principal Collections, in an amount not to exceed the Available Subordinated
Amount) on such Payment Date in an amount equal to the excess of the Adjusted Invested Amount
over the sum of the amounts deposited into the Series 20__-_ Principal Funding Account from
Available Investor Principal Collections pursuant to Section 4.2(c)(i) and from the Excess Funding
Account pursuant to Section 4.2(d).



     (f) So long as an Early Amortization Period has not begun, on the Expected Final Payment Date,
or on each Payment Date with respect to an Early Amortization Period, as long as the Indenture
Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture
Trustee (based on the information in the Monthly Investor Report) will withdraw an amount up to the
aggregate Note Balance of Series 20__-_ from the Series 20__-_ Principal Funding Account for payment
in the following order of priority: (i) to the Noteholders of Class A Notes until the Note Balance
of the Class A Notes is reduced to zero, (ii) to the Noteholders of Class B Notes until the Note
Balance of the Class B Notes is reduced to zero, (iii) to the Noteholders of the Class C Notes
until the Note Balance of the Class C Notes is reduced to zero and (iv) to the Noteholders of the
Class D Notes until the Note Balance of the Class D Notes is reduced to zero.



     (g) The Controlled Accumulation Period is scheduled to begin on the first day of the ________
20__ Collection Period. However, if the Accumulation Period Length is less than six
Collection Periods, the date on which the Controlled Accumulation Period actually begins will
be delayed to the first day of the Collection Period that is the number of Collection Periods
before the Expected Final Payment Date at least equal to the Accumulation Period Length. On or
before each Determination Date beginning with the Determination Date in the _________ 20__
Collection Period and ending when the Controlled Accumulation Period begins, the Servicer will
determine the “Accumulation Period Length.”



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



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



     Section 4.5. Excess Interest Collections. On each Payment Date, Series 20__-_ will be
allocated an amount equal to the product of (a) the aggregate amount of Excess Interest Collections
for all Excess Interest Sharing Series in Excess Interest Sharing Group One for such Payment Date,
times (b) a fraction, the numerator of which is the Interest Collections Shortfall for
Series 20__-_ for such Payment Date and the denominator of which is the aggregate amount of Interest
Collections Shortfalls for all Excess Interest Sharing Series in Excess Interest Sharing Group One
for such Payment Date.



     Section 4.6. Shared Principal Collections. On each Payment Date, Series 20__-_ will be
allocated an amount equal to the product of (a) the aggregate amount of Shared Principal
Collections with respect to all Principal Sharing Series in Principal Sharing Group One for such
Payment Date, times (b) a fraction, the numerator of which is the Principal Shortfall for
Series 20__-_ for such Payment Date and the denominator of which is the aggregate amount of
Principal Shortfalls for all Principal Sharing Series in Principal Sharing Group One for such
Payment Date.



     Section 4.7. Series 20__-_ Accounts.



     (a) The Servicer will, before the Closing Date, establish and maintain a Qualified Account in
the name “The Bank of New York Mellon, as Indenture Trustee, as secured party for Ford Credit
Floorplan Master Owner Trust A in respect of Series 20__-_” that is designated as the “Series 20__-_
Principal Funding Account”, which account will be beneficially owned by the Issuer. The Series
20__-_ Principal Funding Account will initially be account number _________.



     (b) The Servicer will, before the Closing Date, establish and maintain a Qualified Account in
the name “The Bank of New York Mellon, as Indenture Trustee, as secured party for Ford Credit
Floorplan Master Owner Trust A in respect of Series 20__-_” that is designated as the “Series 20__-_
Reserve Account”, which account will be beneficially owned by the Issuer. The Series 20__-_ Reserve
Account will initially be account number __________.




     (i) The Series 20__-_ Reserve Account will be funded by the Depositors on the Closing
Date in the amount equal to the Series 20__-_ Reserve Account Required Amount for such date
and will be increased and decreased as described in this Indenture Supplement.



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     (ii) On or prior to the first day of any Subordination Step-up Period, the Depositors
may elect to increase the Series 20__-_ Reserve Account Required Percentage for such
Subordination Step-up Period in lieu of increasing the Subordination Factor as contemplated
by the definition thereof, by (i) notifying the Servicer and the Indenture Trustee of such
election and (ii) depositing the amount of the related increase of the Series 20__-_ Reserve
Account Required Amount into the Series 20__-_ Reserve Account; provided, that, if the
Depositors fail to deposit the amount of such increase into the Series 20__-_ Reserve Account
on or prior to the Payment Date of such Subordination Step-up Period, the Subordination
Factor will automatically increase in accordance with the definition thereof.




     (iii) Upon the earlier to occur of (A) the payment in full of the Series 20__-_ Notes,
and (B) the Series 20__-_ Final Maturity Date, any funds remaining in the Series 20__-_
Reserve Account will be treated as Available Investor Principal Collections. The Series
20__-_ Reserve Account will, following such occurrence, be deemed to have terminated for the
purposes of this Indenture Supplement.



     (c) The Servicer will, before the Closing Date, establish and maintain a Qualified Account in
the name “The Bank of New York Mellon, as Indenture Trustee, as secured party for Ford Credit
Floorplan Master Owner Trust A in respect of Series 20__-_” that is designated as the “Series 20__-_
Accumulation Period Reserve Account”, which account will be beneficially owned by the Issuer. The
Series 20__-_ Accumulation Period Reserve Account will initially be account number ___________.




     (i) The Series 20__-_ Accumulation Period Reserve Account will be funded by the Issuer,
beginning on the Series 20__-_ Accumulation Period Reserve Account Funding Date, in the
amount equal to the Series 20__-_ Accumulation Reserve Account Required Amount for such date
and will be increased and decreased as described in this Indenture Supplement.




     (ii) On or before each Payment Date with respect to the Controlled Accumulation Period,
the Servicer will calculate the Series 20__-_ Accumulation Period Reserve Draw Amount and
instruct the Indenture Trustee to withdraw such amount from the Series 20__-_ Accumulation
Period Reserve Account on such Payment Date and deposit such amount into the Collection
Account for application as Available Investor Interest Collections.




     (iii) Upon the earliest to occur of (A) the payment in full of the Series 20__-_ Notes,
(B) the first Payment Date relating to an Early Amortization Period, and (C) the Series
20__-_ Final Maturity Date, any funds remaining in the Series 20__-_ Accumulation Period
Reserve Account will be treated as Available Investor Interest Collections. The Series
20__-_ Accumulation Period Reserve Account will, following such occurrence, be deemed to have
terminated for purposes of this Indenture Supplement.



     (_) [The Servicer will, before the Closing Date, establish and maintain a Qualified Account in
the name “The Bank of New York Mellon, as Indenture Trustee, as secured party for Ford Credit
Floorplan Master Owner Trust A in respect of Series 20__-_” that is designated as the “Series 20__-_
Hedge Counterparty Collateral Account.” No deposit will be made to the




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Series 20__-_ Hedge Counterparty Collateral Account on the Closing Date. Securities and funds
that will secure the obligations of the Hedge Counterparty will be deposited into the Series 20__-_
Hedge Counterparty Collateral Account from time to time by the Hedge Counterparty pursuant to the
posting requirements set forth in the Interest Rate Hedge. The Hedge Counterparty will be entitled
to interest earned on amounts on deposit in the Series 20__-_ Hedge Counterparty Collateral Account.
Subject to the terms of the Interest Rate Hedge, the Series 20__-_ Hedge Counterparty Collateral
Account will be under the sole dominion and control of the Indenture Trustee, or its agent
appointed pursuant to the Interest Rate Hedge, as custodian.]




     (d) Each Series 20__-_ Account will be under the sole dominion and control of the Indenture
Trustee, except that the Servicer may make deposits into and direct the Note Paying Agent or the
Indenture Trustee to make withdrawals from each such Series 20__-_ Account in accordance with this
Indenture Supplement.



     (e) The Series 20__-_ Accounts and all amounts, securities, investments, financial assets and
other property deposited into or credited to such accounts will be held by the Indenture Trustee as
secured party for the benefit of the Secured Parties of Series 20__-_ and, after payment in full of
the Series 20__-_ Notes and all other amounts owing or to be distributed to such Secured Parties
under this Indenture Supplement and the Sale and Servicing Agreements, as agent of the Issuer. All
deposits into and withdrawals from such accounts will be made in accordance with the Transaction
Documents.



     (f) If at any time any of the Series 20__-_ Accounts ceases to be a Qualified Account, the
Servicer will direct the Indenture Trustee to establish a new account to replace such account
within 30 calendar days, which account will be a Qualified Account and from the date of
establishment, such new account will be the Series 20__-_ Principal Funding Account, the Series
20__-_ Reserve Account or the Series 20__-_ Accumulation Period Reserve Account, as applicable, for
the purposes of this Indenture Supplement.



     (g) If on any Payment Date, after giving effect to all withdrawals from and deposits into the
Series 20__-_ Accounts, the amount in any Series 20__-_ Account exceeds the amount required to be in
such Series 20__-_ Account pursuant to this Indenture Supplement or any other Transaction Document,
then the Indenture Trustee will, at the direction of the Servicer, distribute such excess to the
Depositor Interest Account for distribution to the holders of the Depositor Interest in accordance
with the Trust Agreement.



     Section 4.8. Permitted Investments. Funds in the Series 20__-_ Accounts will, at the
direction of the Servicer, be invested by the Indenture Trustee in Permitted Investments selected
by the Servicer. All such Permitted Investments will be held by the Indenture Trustee on behalf of
the Issuer for the benefit of the Noteholders of Series 20__-_ Notes. Funds in the Series 20__-_
Accounts will be invested in Permitted Investments that will mature no later than the following
Payment Date. On each Payment Date, any net investment earnings on funds in such accounts will be
deposited in the Collection Account and treated as Available Investor Interest Collections for such
Payment Date. The Indenture Trustee will bear no responsibility or liability for any losses
resulting from investment or reinvestment of any funds in accordance with this Section 4.8 nor for
the selection
of Permitted Investments in accordance with this Indenture Supplement, the Indenture or the
Sale and Servicing Agreements.



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



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



ARTICLE V

THE NOTES




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



     Section 5.2.
Note Owner Representations. Each Series 20__-_ Note Owner, by its
acceptance of a beneficial interest in the Series 20__-_ Notes, is deemed to represent, warrant and
covenant to the Issuer, the Depositors and the Indenture Trustee that:



     (a) either
(i) it is not a Benefit Plan and is not acting on behalf of or investing the assets
of a Benefit Plan or (ii) its purchase and holding of such beneficial interest therein does not
constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or
Section 4975 of the Code due to the applicability of a statutory or administrative exemption from
the prohibited transaction rules (or, if the Series 20__-_ Note Owner is subject to any Similar Law,
such purchase and holding does not constitute and will not result in a violation of such Similar
Law); and



     (b) it will treat the Series 20__-_ Notes for U.S. federal, state and local income and
franchise tax purposes as indebtedness secured by the Trust Property.



ARTICLE VI

SERIES 20__-_ AMORTIZATION EVENTS




     Section 6.1. Series 20__-_ Amortization Events. If any of the following events occurs
with respect to the Series 20__-_ Notes:



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



30









 





     (b) any representation or warranty made by either Depositor in the related Sale and Servicing
Agreement, the Indenture or this Indenture Supplement, or any information contained in a computer
file or other list required to be delivered by such Depositor pursuant to the related Sale and
Servicing Agreement, proves to have been incorrect in any material respect when made or when
delivered and has an Adverse Effect, which continues to be incorrect in any material respect for 60
days after the date on which notice of such failure, requiring the same to be remedied, has been
given to such Depositor by the Indenture Trustee and continues to have an Adverse Effect for such
60-day period; provided, however, that a Series 20__-_ Amortization Event pursuant
to this clause (b) will be deemed remedied if such Depositor has accepted reassignment of the
related Receivable, or all of such Receivables, if applicable, during such period in accordance
with the related Sale and Servicing Agreement;



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



     (d) the Note Balance of the Series 20__-_ Notes is not paid in full on the Expected Final
Payment Date;



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



     (f) on any Determination Date, the Available Subordinated Amount for the next Payment Date
will be less than the Required Subordinated Amount after giving effect to any payments to be made
on such Payment Date, and continues unremedied for five Business Days after such Payment Date;
provided that, for the purpose of determining whether a Series 20__-_ Amortization Event has
occurred pursuant to this clause (f), any reduction of the Available Subordinated Amount resulting
from reallocations of the Available Depositor Principal Collections to pay interest on the Series
20__-_ Notes if LIBOR is equal to or greater than the prime rate upon which interest on the
receivables is calculated on the applicable LIBOR Determination Date will be considered a Series
20__-_ Amortization Event only if LIBOR
remains equal to or greater than such prime rate for the next 30 consecutive days following
such LIBOR Determination Date;



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



     (h) the occurrence of an Event of Default with respect to Series 20__-_ and an acceleration of
the maturity of the Series 20__-_ Notes pursuant to Section 5.2 of the Indenture.


then, in the case of any event described in clauses (a) through (c) above that is continuing, after
any applicable grace period, either the Indenture Trustee or the Noteholders of a majority of the
Note Balance of the Series 20__-_ Notes by notice to the Depositors and the Servicer (and to the
Indenture Trustee if given by the Noteholders of Series 20__-_ Notes) may declare that an


31









 






Amortization Event with respect to the Series 20__-_ Notes (a “Series 20__-_ Amortization
Event”) has occurred as of the date of such notice, and, in the case of any event described in
clauses (d) through (h) above, a Series 20__-_ Amortization Event, will occur without any notice or
other action on the part of the Indenture Trustee or the Series 20__-_ Noteholders immediately upon
the occurrence of such event.




ARTICLE VII

SERIES FINAL MATURITY; FINAL PAYMENTS




     Section 7.1. Series Final Maturity.



     (a) The amount to be paid with respect to Series 20__-_ in connection with a reassignment of
the Sold Receivables pursuant to Section 2.3(c) or 6.1(a) of the Sale and Servicing Agreements will
be the Reassignment Amount for the first Payment Date following the Collection Period in which the
reassignment obligation arises under the Sale and Servicing Agreements. With respect to the
Reassignment Amount deposited into the Collection Account pursuant to Section 2.3(c) or 6.1(a) of
the Sale and Servicing Agreements or the proceeds from any liquidation of Collateral allocable to
Series 20__-_ pursuant to Section 5.6(c) of the Indenture, the Indenture Trustee will, in accordance
with the direction of the Servicer, no later than 11:00 a.m. (New York City time) on the related
Payment Date, make payments or distributions of the following amounts (in the priority set forth
below and, in each case after giving effect to any payments and distributions otherwise to be made
on such date) (i) the Note Balance of the Series 20__-_ Notes on such Payment Date will be
distributed to the Note Paying Agent for payment to the Noteholders of the Series 20__-_ Notes and
(ii) an amount equal to the Accrued Note Interest for such Payment Date, will be distributed to the
Note Paying Agent for payment to the Noteholders of the related Class of Series 20__-_ Notes on such
Payment Date.



     (b) Notwithstanding anything to the contrary in this Indenture Supplement, the Indenture or
the Sale and Servicing Agreements, (i) all amounts distributed to the Note Paying Agent pursuant to
Section 7.1(a) for payment to the Noteholders of the Series 20__-_ Notes will be deemed paid in full
to the Noteholders the Series 20__-_ Notes on the date on which such funds are distributed to the
Note Paying Agent pursuant to this Section 7.1(b) and will be
deemed to be a final payment of the Series 20__-_Notes and (ii) if the amounts available for
final payment to the Noteholders of the Series 20__-_ Notes and to the Noteholders of any other
Series on any Payment Date are less than the amount required to be so paid, the available amounts
will be allocated to each Series based on the respective amounts required to be paid to each such
Series on such Payment Date.



ARTICLE VIII

MISCELLANEOUS PROVISIONS




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



32









 





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



     Section 8.3. GOVERNING LAW. THIS INDENTURE SUPPLEMENT AND EACH SERIES 20__-_ NOTE ARE
TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ITS CONFLICTS OF LAWS PRINCIPLES.



[Remainder of Page Intentionally Left Blank]



33









 




EXECUTED BY:




	 	 	 	 	 
	 	FORD CREDIT FLOORPLAN MASTER OWNER

    TRUST A, as Issuer

 	 
	 	By:  	U.S. BANK TRUST NATIONAL ASSOCIATION,

    not in its individual capacity, but solely as Owner Trustee
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON, not in its

    individual capacity, but
solely as Indenture Trustee,

    Securities Intermediary
and Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Series 20__-_Indenture Supplement]



 









 





Exhibit A




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





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



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



A-1









 





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






FORD CREDIT FLOORPLAN MASTER OWNER
 TRUST A 
SERIES 20__-_ ASSET BACKED NOTES, CLASS [A-[_]/B/C/D]




     Ford Credit Floorplan Master Owner Trust A (the “Trust” or the “Issuer”), a
Delaware statutory trust governed by the Second Amended and Restated Trust Agreement, dated as of
August 1, 2001, as amended and restated as of December 1, 2010, for value received, promises to pay
to CEDE & CO., or registered assigns, subject to the following provisions, the principal sum of
_____________________ Dollars, or such greater or lesser amount as determined in accordance with
the Indenture and the Indenture Supplement (each as defined on the reverse of this Class
[A-[__]/B/C/D] Note), on the [_______] Payment Date (the “Series 20__-_ Final Maturity
Date”), except as otherwise provided below or in the Indenture or the Indenture Supplement.
Beginning on [_______] and on each subsequent Payment Date until the principal amount of this Class
[A-[__]/B/C/D] Note is paid in full, the Issuer will pay interest on the unpaid principal amount of
this Class [A-[__]/B/C/D] Note at an annual rate equal to [the sum of LIBOR and] [__]% (the
“Class [A-[__]/B/C] Note Interest Rate”), as determined pursuant to the Indenture
Supplement. Interest on this Class [A-[__]/B/C/D] Note will begin accruing from [_______] (the
“Closing Date”) and will be payable in arrears on each Payment Date, computed on the basis
of a 360-day year [and the actual number of days elapsed] [consisting of twelve 30-day months].
The principal of this Class [A-[__]/B/C/D] Note will be paid in the manner specified on the reverse
of this Class [A-[__]/B/C/D] Note.



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



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



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





 




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




A-2









 










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



	 	 	 	 	 
	 	FORD CREDIT FLOORPLAN MASTER OWNER

    TRUST A, as Issuer

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


Dated: ________, _____




Indenture Trustee’s Certificate of Authentication





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



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

not in its individual capacity, but solely as
Indenture Trustee

 
	 	By:  	 	 
	 	 	Responsible Person 	 
	 	 	 	 



A-3









 






	 	 	 	 	 



FORD CREDIT FLOORPLAN MASTER OWNER TRUST A

SERIES 20__-_ ASSET BACKED NOTES, CLASS [A-[__]/B/C/D]




Summary of Terms and Conditions




     This Class [A-[__]/B/C/D] Note is one of a duly authorized issue of Notes of the Issuer,
designated as the Series 20__-_ Asset Backed Notes (the “Notes”), issued under the Second
Amended and Restated Indenture, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (as amended and supplemented, the “Indenture”), between the Issuer and The Bank of
New York Mellon, as indenture trustee (the “Indenture Trustee”), as supplemented by the
Series 20__-_ Indenture Supplement, dated as of [__________] (the “Indenture Supplement” and, together with the
Indenture, the “Series Agreement”), and representing the right to receive certain payments
from the Issuer. The Notes are subject to all of the terms of the Series Agreement. All terms
used in this Class [A-[__]/B/C/D] Note that are defined in the Series Agreement have the meanings
specified in the Series Agreement. In the event of any conflict or inconsistency between the
Series Agreement and this Class [A-[__]/B/C/D] Note, the Series Agreement controls.



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



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



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



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



A-4









 





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



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



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



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



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



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



A-5









 





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



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



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



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



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



A-6









 





Assignment




     Social Security or other identifying number of assignee________________________



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



_________________________________________________




_________________________________________________



_________________________________________________



_________________________________________________


(name and address of assignee)



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




	 	 	 

	Dated: ________________________________

	 	__________________________________________________1
	 

	 	 	Signature Guaranteed:
	 	 
	 
	 	 
	

	 	__________________________________________________








 




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




A-7









 










Exhibit B




Form of Monthly Investor Report





B-1