SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
XX ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended DECEMBER 31, 2001
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ----SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
------------- ------------------
Commission file number 333-54664
FORD CREDIT AUTO OWNER TRUST 2001-B
FORD CREDIT AUTO OWNER TRUST 2001-C
FORD CREDIT AUTO OWNER TRUST 2001-D
FORD CREDIT AUTO OWNER TRUST 2001-E
(Ford Credit Auto Receivables Two LLC - Originator)
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
State of Incorporation: Delaware
Employer Identification No.: 38-3574956
Address of principal executive offices: One American Road
Dearborn, Michigan 48121
Registrant's telephone number, including area code: (313)322-3000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(c) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days. XX Yes No
------ ------
PART I.
ITEM 1. BUSINESS
For a discussion of the business for the Ford Credit Auto Owner Trust
2001-B see (i) the Prospectus and Prospectus Supplement dated February 13, 2001
and March 13, 2001, respectively, filed as Exhibit 19.10 to this Report and
incorporated herein by reference and (ii) the Distribution Date Statements
filed as Exhibits 19.1 through 19.9 to this Report and incorporated herein
by reference.
For a discussion of the business for the Ford Credit Auto Owner Trust
2001-C see (i) the Prospectus and Prospectus Supplement dated February 13, 2001
and May 16, 2001, respectively, filed as Exhibit 19.19 to this Report and
incorporated herein by reference and (ii) the Distribution Date Statements
filed as Exhibits 19.11 through 19.18 to this Report and incorporated
herein by reference.
For a discussion of the business for the Ford Credit Auto Owner Trust
2001-D see (i) the Prospectus and Prospectus Supplement dated February 13, 2001
and August 14, 2001, respectively, filed as Exhibit 19.25 to this Report and
incorporated herein by reference and (ii) the Distribution Date Statements
filed as Exhibits 19.20 through 19.24 to this Report and incorporated herein
by reference.
For a discussion of the business for the Ford Credit Auto Owner Trust
2001-E see (i) the Prospectus and Prospectus Supplement dated September 24, 2001
and September 25, 2001, respectively , filed as Exhibit 19.29 to this Report
and incorporated herein by reference and (ii) the Distribution Date Statements
filed as Exhibits 19.26 through 19.28 to this Report and incorporated herein
by reference.
ITEM 2. PROPERTIES
For a discussion of the business for the Ford Credit Auto Owner Trust
2001-B see (i) the Prospectus and Prospectus Supplement dated February 13, 2001
and March 13, 2001, respectively, filed as Exhibit 19.10 to this Report and
incorporated herein by reference and (ii) the Distribution Date Statements
filed as Exhibits 19.1 through 19.9 to this Report and incorporated herein
by reference.
For a discussion of the business for the Ford Credit Auto Owner Trust
2001-C see (i) the Prospectus and Prospectus Supplement dated February 13, 2001
and May 16, 2001, respectively, filed as Exhibit 19.19 to this Report and
incorporated herein by reference and (ii) the Distribution Date Statements
filed as Exhibits 19.11 through 19.18 to this Report and incorporated
herein by reference.
For a discussion of the business for the Ford Credit Auto Owner Trust
2001-D see (i) the Prospectus and Prospectus Supplement dated February 13, 2001
and August 14, 2001, respectively, filed as Exhibit 19.25 to this Report and
incorporated herein by reference and (ii) the Distribution Date Statements
filed as Exhibits 19.20 through 19.24 to this Report and incorporated herein
by reference.
For a discussion of the business for the Ford Credit Auto Owner Trust
2001-E see (i) the Prospectus and Prospectus Supplement dated September 24, 2001
and September 25, 2001, respectively , filed as Exhibit 19.29 to this Report
and incorporated herein by reference and (ii) the Distribution Date Statements
filed as Exhibits 19.26 through 19.28 to this Report and incorporated herein
by reference.
ITEM 3. LEGAL PROCEEDINGS
Nothing to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report.
ITEM II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
For Ford Credit Auto Owner Trust 2001-B, there were 12 holders of
Class A-3 Floating Rate Asset Backed Notes, 42 holders of Class A-4 5.12%
Asset Backed Notes, 31 holders of Class A-5 5.36% Asset Backed Notes and
12 holders of Class B 5.71% Asset Backed Notes as of January 24, 2002.
There is no established public trading market for the Notes.
For Ford Credit Auto Owner Trust 2001-C, there were 9 holders of
Class A-3 4.21% Asset Backed Notes, 26 holders of Class A-4 4.83% Asset
Backed Notes, 17 holders of Class A-5 5.25% Asset Backed Notes and
6 holders of Class B 5.54% Asset Backed Notes as of January 24, 2002.
There is no established public trading market for the Notes.
For Ford Credit Auto Owner Trust 2001-D, there were 32 holders of
Class A-2 3.710% Asset Backed Notes, 36 holders of Class A-3 4.310% Asset
Backed Notes, 25 holders of Class A-4 4.720% Asset Backed Notes and 10 holders
of Class B 5.010% Asset Backed Notes as of January 24, 2002. There is no
established public trading market for the Notes.
For Ford Credit Auto Owner Trust 2001-E, there were 14 holders of
Class A-2 Floating Rate Asset Backed Notes, 11 holders of Class A-3 Floating
Rate Asset Backed Notes, 29 holders of Class A-4 4.010% Asset Backed Notes and
7 holders of Class B 4.480% Asset Backed Notes as of January 24, 2002. There
is no established public trading market for the Notes.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Nothing to report.
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 2001-B
(3) Amount at orig-
inal issuance
and nature of
(2) Name and Address beneficial
(1) Title of of beneficial ownership (4) Percent
of Class owner* (in thousands) of Class
- ----------------------------------------------------------------------
Floating Rate Bank of New York (The) $495,700 35.4%
Asset Backed 925 Patterson Plank Road
Notes Class A-3 Secaucus, NJ 07094
Floating Rate Bankers Trust Company $185,000 13.2%
Asset Backed 648 Grassmere Park Road
Notes Class A-3 Nashville, TN 37211
Floating Rate Boston Safe Deposit and $233,080 16.6%
Asset Backed Trust Company
Notes Class A-3 c/o Mellon Bank N.A.
525 William Penn Way #3631
Pittsburgh, PA 15259
Floating Rate JPMorgan Chase Bank $321,850 23.0%
Asset Backed c/o JPMorgan Investor
Notes Class A-3 Services
14201 Dallas Pkwy
12th Floor Mail Code 121
Dallas, TX 75240
Floating Rate Citibank, N.A. $ 80,000 5.7%
Asset Backed 3800 Citibank Center B3-15
Notes Class A-3 Tampa, FL 33610
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 2001-B (CONT)
(3) Amount at orig-
inal issuance
and nature of
(2) Name and Address beneficial
(1) Title of of beneficial ownership (4) Percent
of Class owner** (in thousands) of Class
- ----------------------------------------------------------------------
5.12% Asset Citibank, N.A. $140,795 12.8%
Backed Notes 3800 Citibank Center B3-15
Class A-4 Tampa, FL 33610
5.12% Asset Fifth Third Bank (The) $ 55,400 5.0%
Backed Notes 38 Fountain Square Plaza
Class A-4 Mail Drop 1090F1
Cincinnati, OH 45263
5.12% Asset JPMorgan Chase Bank $ 68,975 6.3%
Backed Notes c/o JPMorgan Investor
Class A-4 Services
14201 Dallas Pkwy
12th Floor Mail Code 121
Dallas, TX 75240
5.12% Asset Merrill Lynch, Pierce $549,515 50.0%
Backed Notes Fenner & Smith Safekeeping
Class A-4 4 Corporate Place
Piscataway, NJ 08854
5.36% Asset Bank of New York (The) $ 63,450 13.9%
Backed Notes 925 Patterson Plank Road
Class A-5 Secaucus, NJ 07094
5.36% Asset Bankers Trust Company $ 54,255 11.9%
Backed Notes 648 Grassmere Park Road
Class A-5 Nashville, TN 37211
5.36% Asset Bank One Trust Company,N.A $ 50,000 11.0%
Backed Notes Public Employee Retirement
Class A-5 340 South Cleveland
Building 350
Columbus, OH 43240
5.36% Asset JPMorgan Chase Bank $ 58,850 12.9%
Backed Notes c/o JPMorgan Investor
Class A-5 Services
14201 Dallas Pkwy
12th Floor Mail Code 121
Dallas, TX 75240
5.36% Asset State Street Bank and $ 55,963 12.3%
Backed Notes Trust Company
Class A-5 Global Corp Action Dept JAB5NW
1776 Heritage Drive
No. Quincy, MA 02171
5.71% Asset Bank of New York (The) $ 10,890 8.0%
Backed Notes 925 Patterson Plank Road
Class B Secaucus, NJ 07094
5.71% Asset Bankers Trust Company $ 8,390 6.1%
Backed Notes 648 Grassmere Park Drive
Class B Nashville, TN 37211
5.71% Asset Boston Safe Deposit and $ 8,210 6.0%
Backed Notes Trust Company
Class B c/o Mellon Bank N.A.
525 William Penn Way #3631
Pittsburgh, PA 15259
5.71% Asset JPMorgan Chase Bank $ 11,950 8.7%
Backed Notes c/o JPMorgan Investor
Class B Services
14201 Dallas Pkwy
12th Floor Mail Code 121
Dallas, TX 75240
5.71% Asset Merrill Lynch, Pierce $ 85,000 62.1%
Backed Notes Fenner & Smith Safekeeping
Class B 4 Corporate Place
Piscataway, NJ 08854
5.71% Asset State Street Bank $ 8,310 6.1%
Backed Notes Bank Portfolio
Class B Global Corp Action Dept JAB5NW
1776 Heritage Drive
No. Quincy, MA 02171
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 2001-C
(3) Amount at orig-
inal issuance
and nature of
(2) Name and Address beneficial
(1) Title of of beneficial ownership (4) Percent
of Class owner* (in thousands) of Class
- ----------------------------------------------------------------------
4.21% Asset Bankers Trust Company $ 90,000 11.3%
Backed Notes 648 Grassmere Park Road
Class A-3 Nashville, TN 37211
4.21% Asset Barclays Global $103,500 12.9%
Backed Notes Investors N.A./
Class A-3 Investors Bank & Trust
980 9th Street
6th Floor
Sacramento, CA 95814
4.21% Asset Citibank, N.A. $ 60,000 7.5%
Backed Notes 3800 Citibank Center B3-15
Class A-3 Tampa, FL 33610
4.21% Asset JPMorgan Chase Bank/ $100,000 12.5%
Backed Notes Broker and Dealer Clearance
Class A-3 Department
4 New York Plaza
21st Floor
New York, NY 10004
4.21% Asset JPMorgan Chase Bank $200,000 25.0%
Backed Notes c/o JPMorgan Investor
Class A-3 Services
14201 Dallas Pkwy
12th Floor
Mail Code 121
Dallas, TX 75240
4.21% Asset State Street Bank $221,000 27.6%
Backed Notes and Trust Company
Class A-3 Global Corp Action Dept JAB5NW
1776 Heritage Drive
No. Quincy, MA 02171
4.83% Asset Bank of New York (The) $ 86,695 13.3%
Backed Notes 925 Patterson Plank Road
Class A-4 Secaucus, NJ 07094
4.83% Asset Barclays Global $ 40,000 6.2%
Backed Notes Investors N.A./
Class A-4 Investors Bank & Trust
980 9th Street
6th Floor
Sacramento, CA 95814
4.83% Asset JPMorgan Chase Bank $217,135 33.4%
Backed Notes c/o JPMorgan Investor
Class A-4 Services
14201 Dallas Pkwy
12th Floor
Mail Code 121
Dallas, TX 75240
4.83% Asset Northern Trust Company $ 36,800 5.7%
Backed Notes (The)
Class A-4 801 S. Canal C-IN
Chicago, IL 60607
4.83% Asset State Street Bank and $ 89,575 13.8%
Backed Notes Trust Company
Class A-4 Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
5.25% Asset Bank of New York (The) $ 54,550 33.1%
Backed Notes 925 Patterson Plank Road
Class A-5 Secaucus, NJ 07094
5.25% Asset Bank One Trust Company,N.A $ 10,000 6.1%
Backed Notes Public Employee Retirement
Class A-5 340 South Cleveland
Building 350
Columbus, OH 43240
5.25% Asset Boston Safe Deposit and $ 24,425 14.8%
Backed Notes Trust Company
Class A-5 c/o Mellon Bank N.A.
525 William Penn Way #3631
Pittsburgh, PA 15259
5.25% Asset JPMorgan Chase Bank $ 26,930 16.3%
Backed Notes c/o JPMorgan Investor
Class A-5 Services
14201 Dallas Pkwy
12th Floor
Mail Code 121
Dallas, TX 75240
5.25% Asset Northern Trust Company $ 21,845 13.2%
Backed Notes (The)
Class A-5 801 S. Canal C-IN
Chicago, IL 60607
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 2001-C (CONT)
(3) Amount at orig-
inal issuance
and nature of
(2) Name and Address beneficial
(1) Title of of beneficial ownership (4) Percent
of Class owner* (in thousands) of Class
- ----------------------------------------------------------------------
5.54% Asset Bank of New York (The) $ 8,800 11.8%
Backed Notes 925 Patterson Plank Road
Class B Secaucus, NJ 07094
5.54% Asset Bankers Trust Company $ 9,700 13.0%
Backed Notes 648 Grassmere Park Road
Class B Nashville, TN 37211
5.54% Asset Boston Safe Deposit and $ 15,000 20.1%
Backed Notes Trust Company
Class B c/o Mellon Bank N.A.
525 William Penn Way #3631
Pittsburgh, PA 15259
5.54% Asset Brown Brothers $ 3,800 5.1%
Backed Notes Harriman & Co.
Class B 63 Wall Street
8th Floor
New York, NY 10005
5.54% Asset JPMorgan Chase Bank $ 28,600 38.3%
Backed Notes c/o JPMorgan Investor
Class B Services
14201 Dallas Pkwy
12th Floor
Mail Code 121
Dallas, TX 75240
5.54% Asset State Street Bank and $ 8,735 11.7%
Backed Notes Trust Company
Class B Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 2001-D
(3) Amount at orig-
inal issuance
and nature of
(2) Name and Address beneficial
(1) Title of of beneficial ownership (4) Percent
of Class owner* (in thousands) of Class
- ----------------------------------------------------------------------
3.710% Asset Citibank, N.A. $ 62,360 7.4%
Backed Notes 3800 Citibank Center B3-15
Class A-2 Tampa, FL 33610
3.710% Asset JPMorgan Chase Bank $276,520 32.8%
Backed Notes c/o JPMorgan Investor
Class A-2 Services
14201 Dallas Pkwy
12th Floor
Mail Code 121
Dallas, TX 75240
3.710% Asset Northern Trust Company $237,480 28.2%
Backed Notes (The)
Class A-2 801 S. Canal C-IN
Chicago, IL 60607
3.710% Asset State Street Bank and $ 94,460 11.2%
Backed Notes Trust Company
Class A-2 Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
4.310% Asset Boston Safe Deposit & $244,678 25.2%
Backed Notes Trust Co.
Class A-3 c/o Mellon Bank N.A.
525 William Penn Pkwy #3631
Pittsburgh, PA 15259
4.310% Asset Investors Bank & Trust $ 65,775 6.8%
Backed Notes Company
Class A-3 200 Clarendon Sreet
9th Floor
Corporate Actions Unit/Top 57
Boston, MA 02116
4.310% Asset JPMorgan Chase Bank $262,444 27.1%
Backed Notes c/o JPMorgan Investor
Class A-3 Services
14201 Dallas Pkwy
12th Floor
Mail Code 121
Dallas, TX 75240
4.310% Asset State Street Bank and $133,939 13.8%
Backed Notes Trust Company
Class A-3 Global Corp Action Unit JAB5NW
1776 Heritage Drive
Boston, MA 02171
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 2001-D (CONT)
(3) Amount at orig-
inal issuance
and nature of
(2) Name and Address beneficial
(1) Title of of beneficial ownership (4) Percent
of Class owner* (in thousands) of Class
- ----------------------------------------------------------------------
4.720% Asset Bank of New York (The) $ 36,650 19.1%
Backed Notes 925 Patterson Plank Road
Class A-4 Secaucus, NJ 07094
4.720% Asset JPMorgan Chase Bank $ 69,350 36.2%
Backed Notes c/o JPMorgan Investor
Class A-4 Services
14201 Dallas Pkwy
12th Floor
Mail Code 121
Dallas, TX 75240
4.720% Asset State Street Bank and $ 26,800 14.0%
Backed Notes Trust Company
Class A-4 Global Corp Action Dept JAB5NW
1776 Heritage Drive
Boston, MA 02171
5.010% Asset Bank of New York (The) $ 20,000 24.6%
Backed Notes 925 Patterson Plank Road
Class B Secaucus, NJ 07094
5.010% Asset Bankers Trust Company $ 4,780 5.9%
Backed Notes 648 Grassmere Park Road
Class B Nashville, TN 37211
5.010% Asset Boston Safe Deposit and $ 14,900 18.3%
Backed Notes Trust Company
Class B c/o Mellon Bank NA
525 William Penn Pkwy #3631
Pittsburgh, PA 15259
5.010% Asset Citibank, N.A. $ 5,000 6.1%
Backed Notes 3800 Citibank Center B3-15
Class B Tampa, FL 33610
5.010% Asset Goldman, Sachs & Co. $ 15,000 18.4
Backed Notes 180 Maiden Lane
Class B 5th Floor
New York, NY 10038
5.010% Asset JPMorgan Chase Bank $ 6,225 7.6%
Backed Notes c/o JPMorgan Investor
Class B Services
14201 Dallas Pkwy
12th Floor
Mail Code 121
Dallas, TX 75240
5.010% Asset State Street Bank and $ 6,139 7.5%
Backed Notes Trust Company
Class B Global Corp Action Dept JAB5NW
1776 Heritage Drive
No. Quincy, MA 02171
5.010% Asset SSB - Bank Portfolio $ 8,275 10.2%
Backed Notes Global Corp Action Dept JAB5NW
Class B 1776 Heritage Drive
No. Quincy, MA 02171
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 2001-E
(3) Amount at orig-
inal issuance
and nature of
(2) Name and Address beneficial
(1) Title of of beneficial ownership (4) Percent
of Class owner* (in thousands) of Class
- ----------------------------------------------------------------------
Floating Rate Bank of New York (The) $250,000 19.5%
Asset Backed 925 Patterson Plank Road
Notes Secaucus, NJ 07094
Class A-2
Floating Rate The Bank of New York/ $ 95,000 7.4%
Asset Backed Barclays Capital - London
Notes One Wall Street
Class A-2 New York, NY 10286
Floating Rate Boston Safe Deposit and $287,750 22.4%
Asset Backed Trust Company
Notes c/o Mellon Bank NA
Class A-2 525 William Penn Pkwy #3631
Pittsburgh, PA 15259
Floating Rate Citibank, N.A. $ 71,800 5.6%
Asset Backed 3800 Citibank Center B3-15
Notes Tampa, FL 33610
Class A-2
Floating Rate JPMorgan Chase Bank $327,000 25.4%
Asset Backed c/o JPMorgan Investor
Notes Services
Class A-2 14201 Dallas Pkwy
12th Floor
Mail Code 121
Dallas, TX 75240
Floating Rate Bank of New York (The) $166,000 23.8%
Asset Backed 925 Patterson Plank Road
Notes Secaucus, NJ 07094
Class A-3
Floating Rate Bankers Trust Company $ 55,000 7.9%
Asset Backed 648 Grassmere Park Road
Notes Nashville, TN 37211
Class A-3
Floating Rate Boston Safe Deposit & $183,415 26.3%
Asset Backed Trust Co.
Notes c/o Mellon Bank N.A.
Class A-3 525 William Penn Pkwy #3631
Pittsburgh, PA 15259
Floating Rate Citibank, NA $ 37,225 5.3%
Asset Backed 3800 Citibank Center B3-15
Notes Tampa, FL 33610
Class A-3
Floating Rate JPMorgan Chase Bank $ 48,890 7.0%
Asset Backed c/o JPMorgan Investor
Notes Services
Class A-3 14201 Dallas Pkwy
12th Floor
Mail Code 121
Dallas, TX 75240
Floating Rate State Street Bank and $151,485 21.7%
Asset Backed Trust Company
Notes Global Corp Action Unit JAB5NW
Class A-3 1776 Heritage Drive
Boston, MA 02171
Floating Rate Wells Fargo Bank $ 45,000 6.4%
Asset Backed Minnesota, N.A.
Notes 733 Marquette Avenue
Class A-3 Minneapolis, MN 55479
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT FOR FORD CREDIT AUTO OWNER TRUST 2001-E (CONT)
(3) Amount at orig-
inal issuance
and nature of
(2) Name and Address beneficial
(1) Title of of beneficial ownership (4) Percent
of Class owner* (in thousands) of Class
- ----------------------------------------------------------------------
4.010% Asset Bankers Trust Company $ 27,950 5.0%
Backed Notes 648 Grassmere Park Road
Class A-4 Nashville, TN 37211
4.010% Asset Boston Safe Deposit and $138,678 24.9%
Backed Notes Trust Company
Class A-4 c/o Mellon Bank NA
525 William Penn Pkwy #3631
Pittsburgh, PA 15259
4.010% Asset Citibank, NA $ 41,775 7.5%
Backed Notes 3800 Citibank Center B3-15
Class A-4 Tampa, FL 33610
4.010% Asset Fifth Third Bank (The) $ 50,000 9.0%
Backed Notes 38 Fountain Square Plaza
Class A-4 Cincinnati, OH 45263
4.010% Asset Northern Trust Company $ 81,750 14.7%
Backed Notes (The)
Class A-4 801 S. Canal C-IN
Chicago, IL 60607
4.010% Asset SSB - Trust Custody $ 37,925 6.8%
Backed Notes 225 Franklin Street, M4
Class A-4 29th Floor
Boston, MA 02110
4.010% Asset State Street Bank and $ 55,145 9.9%
Backed Notes Trust Company
Class A-4 Global Corp Action Unit JAB5NW
1776 Heritage Drive
Boston, MA 02171
4.480% Asset Boston Safe Deposit and $ 30,275 30.6%
Backed Notes Trust Company
Class B c/o Mellon Bank NA
525 William Penn Pkwy #3631
Pittsburgh, PA 15259
4.480% Asset JPMorgan Chase Bank $ 25,550 25.8%
Backed Notes c/o JPMorgan Investor
Class B Services
14201 Dallas Pkwy
12th Floor
Mail Code 121
Dallas, TX 75240
4.480% Asset Northern Trust Company $ 8,075 8.2%
Backed Notes (The)
Class B 801 S. Canal C-IN
Chicago, IL 60607
4.480% Asset State Street Bank and $ 25,950 26.2%
Backed Notes Trust Company
Class B Global Corp Action Unit JAB5NW
1776 Heritage Drive
Boston, MA 02171
4.480% Asset SSB - Bank Portfolio $ 8,000 8.1%
Backed Notes Global Corp Action Unit JAB5NW
Class B 1776 Heritage Drive
Boston, MA 02171
*As of January 24, 2002
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Nothing to report.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
FOR FORD CREDIT AUTO OWNER TRUSTS 2001-B, 2001-C, 2001-D and 2001-E.
(a)3. Exhibits
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 3.1 Certificate of Limited Liability Filed as Exhibit 3.1
Company of Ford Credit Auto to Amendment No.1 to the
Receivables Two LLC (the "Limited Limited Liability Company's
Liability Company"). Registration Statement on
Form S-3 (333-54664)
and incorporated herein
by reference.
Exhibit 3.2 Limited Liability Company Filed as Exhibit 3.2
Agreement of Ford Credit to Amendment No.1 to
Auto Receivables Two LLC the Limited Liability
by Ford Motor Credit Company Company's Registration
("Ford Credit"). Statement on Form S-3
(333-54664) and
incorporated herein
by reference.
Exhibit 3.3 Amended and Restated Filed with this Report.
Limited Liability Company
Agreement of Ford Credit
Auto Receivables Two LLC
by Ford Credit.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K FOR FORD CREDIT AUTO OWNER TRUST 2001-B.
(a)3. Exhibits
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 4.1 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of March 1, 2001 between to Ford Credit Auto
Ford Credit Auto Owner Trust Owner Trust 2001-B
2001-B (the "Trust") and Current Report on Form
JPMorgan Chase Bank, as 8-K dated March 1, 2001
("Indenture Trustee") and incorporated
herein by reference.
Exhibit 4.2 Conformed copy of Amended Filed as Exhibit 4.2
and Restated Trust Agreement to Ford Credit Auto
between the Limited Liability Owner Trust 2001-B
Company, The Bank of New York Current Report on Form
(Delaware) ("Delaware Trustee") 8-K dated March 1, 2001
and The Bank of New York and incorporated
("Owner Trustee"). herein by reference.
Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended April 30, 2001. Trust 2001-B Current
Report on Form 8-K
dated April 30, 2001
and incorporated herein
by reference.
Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended May 31, 2001. Trust 2001-B Current
Report on Form 8-K
dated May 31, 2001
and incorporated herein
by reference.
Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended June 30, 2001. Trust 2001-B Current
Report on Form 8-K
dated June 30, 2001
and incorporated
herein by reference.
Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended July 31, 2001. Trust 2001-B Current
Report on Form 8-K
dated July 31, 2001
and incorporated herein
by reference.
Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended August 31, 2001. Trust 2001-B Current
Report on Form 8-K
dated August 31, 2001
and incorporated herein
by reference.
Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended September 30, 2001. Trust 2001-B Current
Report on Form 8-K
dated September 30, 2001
and incorporated herein
by reference.
Exhibit 19.7 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 2001. Trust 2001-B Current
Report on Form 8-K
dated October 31, 2001
and incorporated herein
by reference.
Exhibit 19.8 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 2001. Trust 2001-B Current
Report on Form 8-K
dated November 30, 2001
and incorporated herein
by reference.
Exhibit 19.9 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 2001. Trust 2001-B Current
Report on Form 8-K
dated December 31, 2001
and incorporated herein
by reference.
Exhibit 19.10 Prospectus dated February 13, 2001 Filed with the Commission
and Prospectus Supplement dated pursuant to Rule 424(b)(2)
March 13, 2001 relating to the on March 15, 2001 and
issuance of the Class A-3, incorporated herein
Class A-4, Class A-5 and by reference.
Class B Notes.
Exhibit 99.1 Conformed copy of Sale and Filed as Exhibit 99.1
Servicing Agreement dated as of to Ford Credit Auto
March 1, 2001 among the, Owner Trust 2001-B
Limited Liability Company, Ford Current Report on Form
Credit and the Trust. 8-K dated March 1, 2001
and incorporated
herein by reference.
Exhibit 99.2 Conformed copy of Administration Filed as Exhibit 99.2
Agreement dated as of March 1, to Ford Credit Auto
2001 among Ford Credit, as Owner Trust 2001-B
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated March 1, 2001
and incorporated
herein by reference.
Exhibit 99.3 Conformed copy of Purchase Filed as Exhibit 99.3
Agreement dated as of to Ford Credit Auto
March 1, 2001 between Ford Owner Trust 2001-B
Credit and the Limited Current Report on Form
Partnership. 8-K dated March 1, 2001
and incorporated
herein by reference.
Exhibit 99.4 Selected Information Filed with this report.
Relating to the Receivables
included in Ford Credit Auto
Owner Trust 2001-B.
(b) Reports on Form 8-K
(Ford Credit Auto Owner Trust 2001-B)
Date of Report Item
October 31, 2001 Item 5 - Other Events
November 30, 2001 Item 5 - Other Events
December 31, 2001 Item 5 - Other Events
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K FOR FORD CREDIT AUTO OWNER TRUST 2001-C.
(a)3. Exhibits
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 4.3 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of May 1, 2001 between to Ford Credit Auto
Ford Credit Auto Owner Trust Owner Trust 2001-C
2001-C (the "Trust") and Current Report on Form
JPMorgan Chase Bank, as 8-K dated May 1, 2001
("Indenture Trustee"). and incorporated
herein by reference.
Exhibit 4.4 Conformed copy of Amended and Filed as Exhibit 4.2
Restated Trust Agreement between to Ford Credit Auto
the Limited Liability Company, Owner Trust 2001-C
The Bank of New York (Delaware) Current Report on Form
("Delaware Trustee") and The 8-K dated May 1, 2001
Bank of New York ("Owner and incorporated
Trustee"). herein by reference.
Exhibit 19.11 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended May 31, 2001. Trust 2001-C Current
Report on Form 8-K
dated May 31, 2001
and incorporated herein
by reference.
Exhibit 19.12 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended June 30, 2001. Trust 2001-C Current
Report on Form 8-K
dated June 30, 2001
and incorporated herein
by reference.
Exhibit 19.13 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended July 31, 2001. Trust 2001-C Current
Report on Form 8-K
dated July 31, 2001
and incorporated herein
by reference.
Exhibit 19.14 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended August 31, 2001. Trust 2001-C Current
Report on Form 8-K
dated August 31, 2001
and incorporated
herein by reference.
Exhibit 19.15 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended September 30, 2001. Trust 2001-C Current
Report on Form 8-K
dated September 30, 2001
and incorporated herein
by reference.
Exhibit 19.16 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 2001. Trust 2001-C Current
Report on Form 8-K
dated October 31, 2001
and incorporated herein
by reference.
Exhibit 19.17 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 2001. Trust 2001-C Current
Report on Form 8-K
dated November 30, 2001
and incorporated herein
by reference.
Exhibit 19.18 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 2001. Trust 2001-C Current
Report on Form 8-K
dated December 31, 2001
and incorporated herein
by reference.
Exhibit 19.19 Prospectus dated February 13, 2001 Filed with the Commission
and Prospectus Supplement dated pursuant to Rule 424(b)(2)
May 16, 2001 relating to the on May 18, 2001 and
issuance of the Class A-3, incorporated herein
Class A-4, Class A-5 and by reference.
Class B Notes.
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- -----------------
Exhibit 99.5 Conformed copy of Sale and Filed as Exhibit 99.1
Servicing Agreement dated as of to Ford Credit Auto
May 1, 2001 among the, Owner Trust 2001-C
Limited Liability Company, Ford Current Report on Form
Credit and the Trust. 8-K dated May 30,
2001 and incorporated
herein by reference.
Exhibit 99.6 Conformed copy of Administration Filed as Exhibit 99.2
Agreement dated as of May 1, to Ford Credit Auto
2001 among Ford Credit, as Owner Trust 2001-C
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated May 30,
2001 and incorporated
herein by reference.
Exhibit 99.7 Conformed copy of Purchase Filed as Exhibit 99.3
Agreement dated as of to Ford Credit Auto
May 1, 2001 between Ford Owner Trust 2001-C
Credit and the Limited Liability Current Report on Form
Company. 8-K dated May 30,
2001 and incorporated
herein by reference.
Exhibit 99.8 Selected Information Filed with this report.
Relating to the Receivables
included in Ford Credit Auto
Owner Trust 2001-C.
(b) Reports on Form 8-K
(Ford Credit Auto Owner Trust 2001-C)
Date of Report Item
October 31, 2001 Item 5 - Other Events
November 30, 2001 Item 5 - Other Events
December 31, 2001 Item 5 - Other Events
ITEM 14. (Continued)
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K FOR FORD CREDIT AUTO OWNER TRUST 2001-D.
(a)3. Exhibits
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 4.5 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of August 1, 2001 to Ford Credit Auto
between Ford Credit Auto Owner Owner Trust 2001-D
Trust 2001-D (the "Trust") Current Report on Form
and JPMorgan Chase Bank 8-K dated August 1,
("Indenture Trustee"). 2001 and incorporated
herein by reference.
Exhibit 4.6 Conformed copy of Amended and Filed as Exhibit 4.2
Restated Trust Agreement between to Ford Credit Auto
the Limited Liability Company, The Owner Trust 2001-D
Bank of New York (Delaware) Current Report on Form
("Delaware Trustee") and The 8-K dated August 1,
Bank of New York ("Owner 2001 and incorporated
Trustee"). herein by reference.
Exhibit 19.20 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended August 31, 2001. Trust 2001-D Current
Report on Form 8-K
dated August 31, 2001
and incorporated herein
by reference.
Exhibit 19.21 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended September 30, 2001. Trust 2001-D Current
Report on Form 8-K
dated September 30, 2001
and incorporated herein
by reference.
Exhibit 19.22 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 2001. Trust 2001-D Current
Report on Form 8-K
dated October 31, 2001
and incorporated herein
by reference.
Exhibit 19.23 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 2001. Trust 2001-D Current
Report on Form 8-K
dated November 30, 2001
and incorporated herein
by reference.
Exhibit 19.24 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 2001. Trust 2001-D Current
Report on Form 8-K
dated December 31, 2001
and incorporated herein
by reference.
Exhibit 19.25 Prospectus dated February 13, 2001 Filed with the Commission
and Prospectus Supplement dated pursuant to Rule 424(b)(2)
August 14, 2001 relating to the on August 14, 2001 and
issuance of the Class A-2, incorporated herein
Class A-3, Class A-4 and by reference.
Class B Notes.
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- -----------------
Exhibit 99.9 Conformed copy of Sale and Filed as Exhibit 99.1
Servicing Agreement dated as of to Ford Credit Auto
August 1, 2001 among the, Owner Trust 2001-D
Limited Liability Company, Ford Current Report on Form
Credit and the Trust. 8-K dated August 1,
2001 and incorporated
herein by reference.
Exhibit 99.10 Conformed copy of Administration Filed as Exhibit 99.2
Agreement dated as of August 1, to Ford Credit Auto
2001 among Ford Credit, as Owner Trust 2001-D
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated August 1,
2001 and incorporated
herein by reference.
Exhibit 99.11 Conformed copy of Purchase Filed as Exhibit 99.3
Agreement dated as of to Ford Credit Auto
August 1, 2001 between Ford Owner Trust 2001-D
Credit and the Limited Current Report on Form
Liability Company. 8-K dated August 1,
2001 and incorporated
herein by reference.
Exhibit 99.12 Selected Information Filed with this report.
Relating to the Receivables
included in Ford Credit Auto
Owner Trust 2001-D.
(b) Reports on Form 8-K
(Ford Credit Auto Owner Trust 2001-D)
Date of Report Item
October 31, 2001 Item 5 - Other Events
November 30, 2001 Item 5 - Other Events
December 31, 2001 Item 5 - Other Events
ITEM 14. (Continued)
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K FOR FORD CREDIT AUTO OWNER TRUST 2001-E.
(a)3. Exhibits
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 4.7 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of October 1, 2001 to Ford Credit Auto
between Ford Credit Auto Owner Owner Trust 2001-E
Trust 2001-E (the "Trust") Current Report on Form
and JPMorgan Chase Bank 8-K dated October 1,
("Indenture Trustee"). 2001 and incorporated
herein by reference.
Exhibit 4.8 Conformed copy of Amended and Filed as Exhibit 4.2
Restated Trust Agreement between to Ford Credit Auto
the Limited Liability Company, The Owner Trust 2001-E
Bank of New York (Delaware) Current Report on Form
("Delaware Trustee") and The 8-K dated October 1,
Bank of New York ("Owner 2001 and incorporated
Trustee"). herein by reference.
Exhibit 19.26 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 2001. Trust 2001-E Current
Report on Form 8-K
dated October 31, 2001
and incorporated herein
by reference.
Exhibit 19.27 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 2001. Trust 2001-E Current
Report on Form 8-K
dated November 30, 2001
and incorporated herein
by reference.
Exhibit 19.28 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 2001. Trust 2001-E Current
Report on Form 8-K
dated December 31, 2001
and incorporated herein
by reference.
Exhibit 19.29 Prospectus dated September 24, Filed with the Commission
2001 and Prospectus Supplement, pursuant to Rule 424(b)(2)
dated September 25, 2001 on September 27, 2001 and
relating to the issuance incorporated herein
of the Class A-2, by reference.
Class A-3, Class A-4 and
Class B Notes.
Exhibit 99.13 Conformed copy of Sale and Filed as Exhibit 99.1
Servicing Agreement dated as of to Ford Credit Auto
October 1, 2001 among the, Owner Trust 2001-E
Limited Liability Company, Ford Current Report on Form
Credit and the Trust. 8-K dated October 1,
2001 and incorporated
herein by reference.
Exhibit 99.14 Conformed copy of Administration Filed as Exhibit 99.2
Agreement dated as of October 1, to Ford Credit Auto
2001 among Ford Credit, as Owner Trust 2001-E
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated October 1,
2001 and incorporated
herein by reference.
Exhibit 99.15 Conformed copy of Purchase Filed as Exhibit 99.3
Agreement dated as of to Ford Credit Auto
September 1, 2001 between Ford Owner Trust 2001-E
Credit and the Limited Current Report on Form
Liability Company. 8-K dated October 1,
2001 and incorporated
herein by reference.
Exhibit 99.16 Selected Information Filed with this report.
Relating to the Receivables
included in Ford Credit Auto
Owner Trust 2001-E.
(b) Reports on Form 8-K
(Ford Credit Auto Owner Trust 2001-E)
Date of Report Item
October 31, 2001 Item 5 - Other Events
November 30, 2001 Item 5 - Other Events
December 31, 2001 Item 5 - Other Events
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Ford Credit Auto Receivables Two LLC
(Registrant)
Date: March 28, 2002 By:/s/E. E. Smith-Sulfaro
---------------------------------
Assistant Secretary
EXHIBIT INDEX
FORD CREDIT AUTO OWNER TRUSTS 2001-B, 2001-C, 2001-D and 2001-E
Exhibit
Number Description of Exhibit Method of Filing
- ------- ------------------------ ----------------
Exhibit 3.1 Certificate of Limited Liability Filed as Exhibit 3.1
Company of Ford Credit Auto to Amendment No.1 to the
Receivables Two LLC (the "Limited Limited Liability Company's
Liability Company"). Registration Statement on
Form S-3 (333-54664)
and incorporated herein
by reference.
Exhibit 3.2 Limited Liability Company Filed as Exhibit 3.2
Agreement of Ford Credit to Amendment No.1 to
Auto Receivables Two LLC the Limited Liability
by Ford Motor Credit Company Company's Registration
("Ford Credit"). Statement on Form S-3
(333-54664) and
incorporated herein
by reference.
Exhibit 3.3 Amended and Restated Filed with this Report.
Limited Liability Company
Agreement of Ford Credit
Auto Receivables Two LLC
by Ford Credit.
FORD CREDIT AUTO OWNER TRUSTS 2001-B
Exhibit Description of Exhibit Method of Filing
Number
- ----------- ---------------------- ----------------
Exhibit 4.1 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of March 1, 2001 between to Ford Credit Auto
Ford Credit Auto Owner Trust Owner Trust 2001-B
2001-B (the "Trust") and Current Report on Form
JPMorgan Chase Bank, as 8-K dated March 1, 2001
("Indenture Trustee") and incorporated
herein by reference.
Exhibit 4.2 Conformed copy of Amended Filed as Exhibit 4.2
and Restated Trust Agreement to Ford Credit Auto
between the Limited Liability Owner Trust 2001-B
Company, The Bank of New York Current Report on Form
(Delaware) ("Delaware Trustee") 8-K dated March 1, 2001
and The Bank of New York and incorporated
("Owner Trustee"). herein by reference.
Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended April 30, 2001. Trust 2001-B Current
Report on Form 8-K
dated April 30, 2001
and incorporated herein
by reference.
Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended May 31, 2001. Trust 2001-B Current
Report on Form 8-K
dated May 31, 2001
and incorporated herein
by reference.
Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended June 30, 2001. Trust 2001-B Current
Report on Form 8-K
dated June 30, 2001
and incorporated
herein by reference.
Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended July 31, 2001. Trust 2001-B Current
Report on Form 8-K
dated July 31, 2001
and incorporated herein
by reference.
Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended August 31, 2001. Trust 2001-B Current
Report on Form 8-K
dated August 31, 2001
and incorporated herein
by reference.
Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended September 30, 2001. Trust 2001-B Current
Report on Form 8-K
dated September 30, 2001
and incorporated herein
by reference.
Exhibit 19.7 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 2001. Trust 2001-B Current
Report on Form 8-K
dated October 31, 2001
and incorporated herein
by reference.
Exhibit 19.8 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 2001. Trust 2001-B Current
Report on Form 8-K
dated November 30, 2001
and incorporated herein
by reference.
Exhibit 19.9 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 2001. Trust 2001-B Current
Report on Form 8-K
dated December 31, 2001
and incorporated herein
by reference.
Exhibit 19.10 Prospectus dated February 13, 2001 Filed with the Commission
and Prospectus Supplement dated pursuant to Rule 424(b)(2)
March 13, 2001 relating to the on March 15, 2001 and
issuance of the Class A-3, incorporated herein
Class A-4, Class A-5 and by reference.
Class B Notes.
Exhibit 99.1 Conformed copy of Sale and Filed as Exhibit 99.1
Servicing Agreement dated as of to Ford Credit Auto
March 1, 2001 among the, Owner Trust 2001-B
Limited Liability Company, Ford Current Report on Form
Credit and the Trust. 8-K dated March 1, 2001
and incorporated
herein by reference.
Exhibit 99.2 Conformed copy of Administration Filed as Exhibit 99.2
Agreement dated as of March 1, to Ford Credit Auto
2001 among Ford Credit, as Owner Trust 2001-B
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated March 1, 2001
and incorporated
herein by reference.
Exhibit 99.3 Conformed copy of Purchase Filed as Exhibit 99.3
Agreement dated as of to Ford Credit Auto
March 1, 2001 between Ford Owner Trust 2001-B
Credit and the Limited Current Report on Form
Partnership. 8-K dated March 1, 2001
and incorporated
herein by reference.
Exhibit 99.4 Selected Information Filed with this report.
Relating to the Receivables
included in Ford Credit Auto
Owner Trust 2001-B.
FORD CREDIT AUTO OWNER TRUSTS 2001-C
Exhibit Description of Exhibit Method of Filing
Number
- ----------- ---------------------- ----------------
Exhibit 4.3 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of May 1, 2001 between to Ford Credit Auto
Ford Credit Auto Owner Trust Owner Trust 2001-C
2001-C (the "Trust") and Current Report on Form
JPMorgan Chase Bank, as 8-K dated May 1, 2001
("Indenture Trustee"). and incorporated
herein by reference.
Exhibit 4.4 Conformed copy of Amended and Filed as Exhibit 4.2
Restated Trust Agreement between to Ford Credit Auto
the Limited Liability Company, Owner Trust 2001-C
The Bank of New York (Delaware) Current Report on Form
("Delaware Trustee") and The 8-K dated May 1, 2001
Bank of New York ("Owner and incorporated
Trustee"). herein by reference.
Exhibit 19.11 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended May 31, 2001. Trust 2001-C Current
Report on Form 8-K
dated May 31, 2001
and incorporated herein
by reference.
Exhibit 19.12 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended June 30, 2001. Trust 2001-C Current
Report on Form 8-K
dated June 30, 2001
and incorporated herein
by reference.
Exhibit 19.13 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended July 31, 2001. Trust 2001-C Current
Report on Form 8-K
dated July 31, 2001
and incorporated herein
by reference.
Exhibit 19.14 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended August 31, 2001. Trust 2001-C Current
Report on Form 8-K
dated August 31, 2001
and incorporated
herein by reference.
Exhibit 19.15 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended September 30, 2001. Trust 2001-C Current
Report on Form 8-K
dated September 30, 2001
and incorporated herein
by reference.
Exhibit 19.16 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 2001. Trust 2001-C Current
Report on Form 8-K
dated October 31, 2001
and incorporated herein
by reference.
Exhibit 19.17 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 2001. Trust 2001-C Current
Report on Form 8-K
dated November 30, 2001
and incorporated herein
by reference.
Exhibit 19.18 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 2001. Trust 2001-C Current
Report on Form 8-K
dated December 31, 2001
and incorporated herein
by reference.
Exhibit 19.19 Prospectus dated February 13, 2001 Filed with the Commission
and Prospectus Supplement dated pursuant to Rule 424(b)(2)
May 16, 2001 relating to the on May 18, 2001 and
issuance of the Class A-3, incorporated herein
Class A-4, Class A-5 and by reference.
Class B Notes.
Exhibit Description of Exhibit Method of Filing
Number
- ----------- ---------------------- ----------------
Exhibit 99.5 Conformed copy of Sale and Filed as Exhibit 99.1
Servicing Agreement dated as of to Ford Credit Auto
May 1, 2001 among the, Owner Trust 2001-C
Limited Liability Company, Ford Current Report on Form
Credit and the Trust. 8-K dated May 30,
2001 and incorporated
herein by reference.
Exhibit 99.6 Conformed copy of Administration Filed as Exhibit 99.2
Agreement dated as of May 1, to Ford Credit Auto
2001 among Ford Credit, as Owner Trust 2001-C
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated May 30,
2001 and incorporated
herein by reference.
Exhibit 99.7 Conformed copy of Purchase Filed as Exhibit 99.3
Agreement dated as of to Ford Credit Auto
May 1, 2001 between Ford Owner Trust 2001-C
Credit and the Limited Liability Current Report on Form
Company. 8-K dated May 30,
2001 and incorporated
herein by reference.
Exhibit 99.8 Selected Information Filed with this report.
Relating to the Receivables
included in Ford Credit Auto
Owner Trust 2001-C.
FORD CREDIT AUTO OWNER TRUSTS 2001-D
Exhibit
Number Description of Exhibit Method of Filing
- ----------- ---------------------- ----------------
Exhibit 4.5 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of August 1, 2001 to Ford Credit Auto
between Ford Credit Auto Owner Owner Trust 2001-D
Trust 2001-D (the "Trust") Current Report on Form
and JPMorgan Chase Bank 8-K dated August 1,
("Indenture Trustee"). 2001 and incorporated
herein by reference.
Exhibit 4.6 Conformed copy of Amended and Filed as Exhibit 4.2
Restated Trust Agreement between to Ford Credit Auto
the Limited Liability Company, The Owner Trust 2001-D
Bank of New York (Delaware) Current Report on Form
("Delaware Trustee") and The 8-K dated August 1,
Bank of New York ("Owner 2001 and incorporated
Trustee"). herein by reference.
Exhibit 19.20 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended August 31, 2001. Trust 2001-D Current
Report on Form 8-K
dated August 31, 2001
and incorporated herein
by reference.
Exhibit 19.21 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended September 30, 2001. Trust 2001-D Current
Report on Form 8-K
dated September 30, 2001
and incorporated herein
by reference.
Exhibit 19.22 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 2001. Trust 2001-D Current
Report on Form 8-K
dated October 31, 2001
and incorporated herein
by reference.
Exhibit 19.23 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 2001. Trust 2001-D Current
Report on Form 8-K
dated November 30, 2001
and incorporated herein
by reference.
Exhibit 19.24 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 2001. Trust 2001-D Current
Report on Form 8-K
dated December 31, 2001
and incorporated herein
by reference.
Exhibit 19.25 Prospectus dated February 13, 2001 Filed with the Commission
and Prospectus Supplement dated pursuant to Rule 424(b)(2)
August 14, 2001 relating to the on August 14, 2001 and
issuance of the Class A-2, incorporated herein
Class A-3, Class A-4 and by reference.
Class B Notes.
EXHIBIT INDEX (Continued)
Exhibit
Number Description of Exhibit Method of Filing
- ----------- ---------------------- -----------------
Exhibit 99.9 Conformed copy of Sale and Filed as Exhibit 99.1
Servicing Agreement dated as of to Ford Credit Auto
August 1, 2001 among the, Owner Trust 2001-D
Limited Liability Company, Ford Current Report on Form
Credit and the Trust. 8-K dated August 1,
2001 and incorporated
herein by reference.
Exhibit 99.10 Conformed copy of Administration Filed as Exhibit 99.2
Agreement dated as of August 1, to Ford Credit Auto
2001 among Ford Credit, as Owner Trust 2001-D
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated August 1,
2001 and incorporated
herein by reference.
Exhibit 99.11 Conformed copy of Purchase Filed as Exhibit 99.3
Agreement dated as of to Ford Credit Auto
August 1, 2001 between Ford Owner Trust 2001-D
Credit and the Limited Current Report on Form
Liability Company. 8-K dated August 1,
2001 and incorporated
herein by reference.
Exhibit 99.12 Selected Information Filed with this report.
Relating to the Receivables
included in Ford Credit Auto
Owner Trust 2001-D.
EXHIBIT INDEX (Continued)
FORD CREDIT AUTO OWNER TRUST 2001-E.
Exhibit
Number Description of Exhibit Method of Filing
- ----------- ---------------------- ----------------
Exhibit 4.7 Conformed copy of Indenture Filed as Exhibit 4.1
dated as of October 1, 2001 to Ford Credit Auto
between Ford Credit Auto Owner Owner Trust 2001-E
Trust 2001-E (the "Trust") Current Report on Form
and JPMorgan Chase Bank 8-K dated October 1,
("Indenture Trustee"). 2001 and incorporated
herein by reference.
Exhibit 4.8 Conformed copy of Amended and Filed as Exhibit 4.2
Restated Trust Agreement between to Ford Credit Auto
the Limited Liability Company, The Owner Trust 2001-E
Bank of New York (Delaware) Current Report on Form
("Delaware Trustee") and The 8-K dated October 1,
Bank of New York ("Owner 2001 and incorporated
Trustee"). herein by reference.
Exhibit 19.26 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended October 31, 2001. Trust 2001-E Current
Report on Form 8-K
dated October 31, 2001
and incorporated herein
by reference.
Exhibit 19.27 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended November 30, 2001. Trust 2001-E Current
Report on Form 8-K
dated November 30, 2001
and incorporated herein
by reference.
Exhibit 19.28 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Owner
ended December 31, 2001. Trust 2001-E Current
Report on Form 8-K
dated December 31, 2001
and incorporated herein
by reference.
Exhibit 19.29 Prospectus dated September 24, Filed with the Commission
2001 and Prospectus Supplement, pursuant to Rule 424(b)(2)
dated September 25, 2001 on September 27, 2001 and
relating to the issuance incorporated herein
of the Class A-2, by reference.
Class A-3, Class A-4 and
Class B Notes.
Exhibit 99.13 Conformed copy of Sale and Filed as Exhibit 99.1
Servicing Agreement dated as of to Ford Credit Auto
October 1, 2001 among the, Owner Trust 2001-E
Limited Liability Company, Ford Current Report on Form
Credit and the Trust. 8-K dated October 1,
2001 and incorporated
herein by reference.
Exhibit 99.14 Conformed copy of Administration Filed as Exhibit 99.2
Agreement dated as of October 1, to Ford Credit Auto
2001 among Ford Credit, as Owner Trust 2001-E
administrator, the Indenture Current Report on Form
Trustee and the Owner Trustee. 8-K dated October 1,
2001 and incorporated
herein by reference.
Exhibit 99.15 Conformed copy of Purchase Filed as Exhibit 99.3
Agreement dated as of to Ford Credit Auto
September 1, 2001 between Ford Owner Trust 2001-E
Credit and the Limited Current Report on Form
Liability Company. 8-K dated October 1,
2001 and incorporated
herein by reference.
Exhibit 99.16 Selected Information Filed with this report.
Relating to the Receivables
included in Ford Credit Auto
Owner Trust 2001-E.