Series 2009-2 Indenture Supplement

 

 

Exhibit 4.1

 

Execution Copy

Ford Credit Floorplan Master Owner Trust A

Issuer

The Bank of New York Mellon

(formerly known as The Bank of New York)

Indenture Trustee

___________________________________

Series 2009-2 Indenture Supplement

Dated as of October 1, 2009

 

___________________________________

 

 

 

 

 

Series 2009-2 Floating Rate Asset Backed Notes,

 

Class A

Table of Contents

Page

ARTICLE I

Creation of Series 2009-2 Notes

ARTICLE II

Definitions

 

ARTICLE III

Servicing Fee

ARTICLE IV

Rights of Series 2009-2 Noteholders and

Allocation and Application of Collections

ARTICLE V

Delivery of Series 2009-2 Notes; Distributions;

Reports to Series 2009-2 Noteholders

ARTICLE VI

Series 2009-2 Amortization Events

ARTICLE VII

Series Final Maturity; Final Distributions

ARTICLE VIII

Miscellaneous Provisions

Series 2009-2 Indenture Supplement, dated as of October 1, 2009, between Ford Credit Floorplan Master Owner Trust A , a Delaware statutory trust, as Issuer, and The Bank of New York Mellon ( formerly known as The Bank of New York ), a New York banking corporation, as Indenture Trustee.

Recitals

A.           Section 2.12 of the Indenture provides, among other things, that the Issuer and the Indenture Trustee may at any time and from time to time enter into an Indenture Supplement to authorize the issuance by the Issuer of Notes in one or more Series.

B.            T he parties to this Indenture Supplement, by executing and delivering this Indenture Supplement, are providing for the creation of the Series 2009-2 Notes and specifying the Principal Terms thereof.

I n consideration of the mutual covenants and agreements contained in this Indenture Supplement, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Granting Clauses

In addition to the Grant of the Indenture, the Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Series 2009-2 Notes, all of the Issuer's right, title and interest (whether now owned or hereafter acquired) in, to and under the following (collectively, the " Series Collateral "):

The foregoing Grants are made in trust to secure (a) the Issuer's obligations under the Series 2009-2 Notes equally and ratably without prejudice, priority, or distinction between any Series 2009-2 Note and any other Series 2009-2 Notes, (b) the payment of all other sums payable under the 2009-2 Notes, the Indenture and this Indenture Supplement and (c) the compliance with the terms and conditions of the Series 2009-2 Notes, the Indenture and this Indenture Supplement, all as provided herein or therein.

The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein.

ARTICLE I

Creation of Series 2009-2 Notes

Section 1.01.      Designation.

(a)           There is hereby created 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 2009-2 Floating Rate Asset Backed Notes" or the "Series 2009-2 Notes."  The Series 2009-2 Notes will be issued in one Class, which will be known as the "Series 2009-2 Floating Rate Asset Backed Notes, Class A".  The Series 2009-2 Notes will be due and payable on the Series 2009-2 Final Maturity Date.

(b)           Series 2009-2 will be in Excess Interest Sharing Group One and in Principal Sharing Group One. Series 2009-2 will not be a Shared Enhancement Series or in an Interest Reallocation Group. Series 2009-2 will not be subordinated to any other Series.

(c)           The Series 2009-2 Notes are "Notes" and this Indenture Supplement is an "Indenture Supplement" for all purposes under the Indenture. If any provision of the Series 2009-2 Notes or this Indenture Supplement conflicts with or is inconsistent with any provision of the Indenture, the provisions of the Series 2009-2 Notes or this Indenture Supplement, as the case may be, control.

(d)           Each term defined in Section 2.01 of this Indenture Supplement relates only to Series 2009-2 and this Indenture Supplement and to no other Series or Indenture Supplements.

(e)           Notwithstanding anything to the contrary in the Indenture, the Series 2009-2 Notes will be issued in fully registered form in minimum amounts of $100,000 and in integral multiples of $1,000 in excess thereof (except that one Class A Note may be issued in a different amount so long as such amount exceeds $100,000).

ARTICLE II  

Definitions

Section 2.01.      Definitions.

Whenever used in this Indenture Supplement, the following words and phrases have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

" Accumulation Period Factor " means, with respect to any Collection Period, a fraction:

provided, however , that this definition may be changed at any time upon receipt by the Indenture Trustee of an Officer's Certificate from the Transferors that such change will not have an Adverse Effect.

" Accumulation Period Length " has the meaning specified in Section 4.04(e).

" Accumulation Period Reserve Account " has the meaning specified in Section 4.13(a).

" Accumulation Period Reserve Account Available Amount " means, with respect to each Distribution Date beginning on the Accumulation Period Reserve Account Funding Date and until termination of the Accumulation Period Reserve Account pursuant to Section 4.13(e), the lesser of:

" Accumulation Period Reserve Account Cash Deposit Subaccount " has the meaning specified in Section 4.13(a).

" Accumulation Period Reserve Account Deposit Amount " means, with respect to each Distribution Date beginning on the Accumulation Period Reserve Account Funding Date and until termination of the Accumulation Period Reserve Account pursuant to Section 4.13(e), the excess of (a) the Accumulation Period Reserve Account Required Amount for such Distribution Date, over (b) the Accumulation Period Reserve Account Available Amount for such Distribution Date.

" Accumulation Period Reserve Account Funding Date " means the Distribution 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 Accumulation Period Reserve Account Funding Date occurs on a later date, the Accumulation Period Reserve Account is expected to be fully funded by the commencement of the Controlled Accumulation Period).

" Accumulation Period Reserve Account Required Amount " means, with respect to each Distribution Date beginning on the Accumulation Period Reserve Account Funding Date and until the Accumulation Period Reserve Account is terminated pursuant to Section 4.13(e), an amount equal to 0.25% of the Class A Note Initial Principal Balance.

" Accumulation Period Reserve Account Securities Subaccount " has the meaning specified in Section 4.13(a).

" Accumulation Period Reserve Draw Amount " means, with respect to any Distribution Date relating to the Controlled Accumulation Period or the first Distribution Date relating to the Early Amortization Period, the excess, if any, of (a) the Covered Amount determined as of such Distribution Date, over (b) the portion of the Available Investor Interest Collections for such Distribution Date constituting net investment earnings from the Reserve Fund, the Principal Funding Account and the Accumulation Period Reserve Account.

" Adjusted Invested Amount " means, with respect to the Series 2009-2 Notes as of any date of determination, the excess of (a) the Invested Amount as of such date, over (b) the amounts on deposit in the Principal Funding Account (excluding amounts relating to investment earnings) on such date; provided that, for the purpose of calculating the Transferor Amount during an Accumulation Period or Amortization Period for this Series, the Adjusted Invested Amount for this Series will be reduced by the amount of any Principal Collections on deposit in the Collection Account (excluding any net investment earnings on amounts on deposit therein) allocable to this Series.

" Adjusted Pool Balance " has the meaning specified in the Indenture.

" Adjustment Payments " has the meaning specified in the Transfer and Servicing Agreements.

" Available Investor Interest Collections " means, with respect to any Distribution Date, an amount equal to the sum of (a) the Investor Interest Collections with respect to such Distribution Date, plus (b) all interest and investment earnings on Eligible Investments credited to the Reserve Fund, the Principal Funding Account and the Accumulation Period Reserve Account (net of losses and investment expenses) during the period commencing on and including the Distribution Date immediately preceding such Distribution Date and ending on but excluding such Distribution Date, plus (c) all withdrawals from the Accumulation Period Reserve Account pursuant to Section 4.13(c); plus (d) on the termination of the Accumulation Period Reserve Account pursuant to Section 4.13(e), all remaining amounts on deposit in the Accumulation Period Reserve Account (excluding amounts relating to investment earnings and after giving effect to Section 4.13(c)), plus (e) the Monthly Transferor Servicing Fee for such Distribution Date.

" Available Investor Principal Collections " means, with respect to any Distribution Date, an amount equal to the excess of (a) the sum of (i) the Investor Principal Collections for such Distribution Date, plus (ii) the Series 2009-2 Excess Funding Amount, plus (iii) any Shared Principal Collections with respect to other Series in Principal Sharing Group One (including any amounts on deposit in the Excess Funding Account that are allocated to Series 2009-2 pursuant to the Indenture for application as Shared Principal Collections), plus (iv) upon the termination of the Reserve Fund pursuant to Section 4.11(e), all remaining amounts on deposit in the Reserve Fund (excluding amounts relating to investment earnings and after giving effect to Section 4.04(b)(iii)), over (b) any Reallocated Principal Collections for such Distribution Date.

" Available Subordinated Amount " means (a) for the first Determination 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:

distribution to the holders of the Transferor Interest in accordance with the Trust Agreement; minus

" Available Transferor Collections " has the meaning specified in Section 4.01(b).

" Available Transferor Interest Collections " has the meaning specified in Section 4.01(b)(iii).

" Available Transferor Principal Collections " has the meaning specified in Section 4.01(b)(iv).

" Back-up Servicing Fee Rate " means 0.009% per annum or such lesser percentage as may be specified by the Back-up Servicer, if any, in an Officer's Certificate delivered to the Indenture Trustee.  If no Back-up Servicing Agreement is in effect on any date of determination, all references to the Back-up Servicing Fee Rate in this Agreement will be deemed to be deleted from this Agreement and to 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.

" Business Day " has the meaning specified in the Indenture.

" Class A Additional Interest " has the meaning specified in Section 4.02.

" Class A Interest Shortfall " has the meaning specified in Section 4.02.

" Class A Monthly Interest " has the meaning specified in Section 4.02.

" Class A Note Initial Principal Balance " means $1,500,000,000.

" Class A Note Interest Rate " means, with respect to each Interest Period, a per annum rate of 1.55% in excess of LIBOR, as determined on the LIBOR Determination Date with respect to such Interest Period.

" Class A Note Principal Balance " means, as of any date of determination, the Class A Note Initial Principal Balance, minus the aggregate amount of any principal payments made to the Class A Noteholders before such date.

" Class A Noteholder " means the Person in whose name a Class A Note is registered in the Note Register.

" Class A Notes " means any one of the Series 2009-2 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 October 9, 2009.

" Code " means the Internal Revenue Code of 1986, as amended.

" Controlled Accumulation Amount " means, for any Distribution Date with respect to the Controlled Accumulation Period, $250,000,000; provided, however , that if the Accumulation Period Length is determined to be less than six months pursuant to Section 4.04(e), the Controlled Accumulation Amount for each Distribution Date with respect to the Controlled Accumulation Period will be equal to (a) the product of (i) the Class A Note Initial Principal Balance, times (ii) the Accumulation Period Factor for such Collection Period, divided by (b) the Required Accumulation Factor Number.

" Controlled Accumulation Period " means, unless an Early Amortization Period has commenced prior thereto, the period beginning on the first day of the March 2012 Collection Period or such later date as is determined in accordance with Section 4.04(e) and ending on the earlier to occur of (a) the close of business on the day immediately preceding the commencement of the Early Amortization Period and (b) the end of the Collection Period immediately preceding the Distribution Date on which the Class A Note Principal Balance will be paid in full.

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

" Covered Amount " means, as of any Distribution Date on which the Servicer calculates the Accumulation Period Reserve Draw Amount pursuant to Section 4.13(c), an amount equal to one-twelfth of the product of (a) the amounts on deposit in the Principal Funding Account as of the immediately preceding Distribution Date (excluding amounts relating to investment earnings and after giving effect to any deposit therein on such preceding Distribution Date), times (b) the Class A Note Interest Rate for the related Interest Period.

" DBRS " means DBRS, Inc.

" Dealer Overconcentration " means, for any Determination Date, the excess, if any, of (a) the aggregate amount of the Issuer's Principal Receivables arising in connection with all the Accounts of a Dealer or a group of affiliated Dealers as of the last day of the related Collection Period, over (b) 2% (or 5% in the case of Dealers affiliated with AutoNation, Inc. (or its successors in interest)) of the Pool Balance as of 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 (never less than zero) equal to (a) the amount of all Principal Receivables that became Defaulted Receivables during the related Collection Period, plus (b) if applicable, the principal portion of any Interests in Other Floorplan Assets that defaulted during the related Collection Period, minus (c) the amount of any such Defaulted Receivables or such Interests in Other Floorplan Assets that, in each case, are subject to reassignment to the Transferors in accordance with the terms of the Transfer and Servicing Agreements (except that if an Insolvency Event occurs with respect to a Transferor, the amount of such Defaulted Receivables that are subject to reassignment to such Transferor will be zero), minus (d) the amount of any such Defaulted Receivables or such Interests in Other Floorplan Assets that, in each case, are subject to assignment to the Servicer in accordance with the terms of the Transfer and Servicing Agreements (except that if an Insolvency Event occurs with respect to the Servicer, the amount of such Defaulted Receivables that are subject to assignment to the Servicer will be zero).

" Deficit Controlled Accumulation Amount " means (a) for the first Distribution Date with respect to the Controlled Accumulation Period, the excess, if any, of the Controlled Accumulation Amount for such first Distribution Date, over the amount deposited into the Principal Funding Account on such first Distribution Date and (b) for each subsequent Distribution Date with respect to the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for such subsequent Distribution Date, over the amount deposited into the Principal Funding Account on such subsequent Distribution Date.

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

" Development Dealer Receivables " has the meaning specified in the Transfer and Servicing Agreements.

" Distribution Date " means the 15th day of each calendar month, or if such 15th day is not a Business Day, the next succeeding Business Day, commencing on November 16, 2009.

" Distribution Date  Statement " has the meaning specified in Section 5.04(a).

" Early Amortization Period " means the period beginning on the first day of the Collection Period in which an Amortization Event with respect to Series 2009-2 occurs (or, if the Servicer is required to make daily deposits of Collections into the Collection Account pursuant to Section 8.04(b) of the Indenture, on the day on which such an Amortization Event occurs) and ending on the earlier to occur of (a) the end of the Collection Period immediately preceding the Distribution Date on which the Class A Note Principal Balance will be paid in full and (b) the Series 2009-2 Final Maturity Date.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended.

" Excess Interest Collections " has, with respect to Series 2009-2, the meaning specified in Section 4.07.

" Excess Transferor Percentage " means:

" Expected Final Payment Date " means the September 2012 Distribution Date.

" Fixed Investor Percentage " means, with respect to any Collection Period (or portion thereof 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 as of the close of business on the last day of the Revolving Period and (b) the denominator of which is the greater of (i) the

Adjusted Pool Balance as of the close of business on the last day of the immediately preceding Collection Period and (ii) the sum of the numerators used to calculate the applicable "Investor Percentages" (as defined in the related Indenture Supplements) for allocating Principal Collections to all outstanding Series (including Series 2009-2) with respect to such Collection Period.

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

" Floating Investor Percentage " means, with respect to any Collection Period, the percentage equivalent (not to exceed 100%) of a fraction (a) the numerator of which is the Adjusted Invested Amount as of the close of business on the last day of the immediately preceding Collection Period (or with respect to the first Collection Period, the Initial Invested Amount) and (b) the denominator of which is the Adjusted Pool Balance as of the close of business on the last day of the immediately preceding Collection Period (or with respect to the first Collection Period, the Adjusted Pool Balance as of the Series Cut-Off Date).

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

" Indenture " means the Amended and Restated Indenture, dated as of August 1, 2001, as amended and restated as of May 1, 2008, between the Issuer and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

" Indenture Supplement " means this Series 2009-2 Indenture Supplement, as the same may be amended, supplemented or otherwise modified from time to time.

" Initial Invested Amount " means, with respect to the Series 2009-2 Notes, $1,500,000,000.

" Interest Collections Shortfall " has, with respect to Series 2009-2, the meaning specified in Section 4.07.

" Interest Period " means, with respect to any Distribution Date, the period from and including the Distribution Date immediately preceding such Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding such Distribution Date.

" Invested Amount " means, with respect to the Series 2009-2 Notes as of any date of determination, an amount equal to (a) the Class A Note Initial Principal Balance, minus (b) the aggregate amount of any principal payments made to the Class A Noteholders before such date, minus (c) the cumulative amount of unreimbursed Investor Charge-Offs immediately before such date.

" Investor Charge-Off " has the meaning specified in Section 4.05.

" Investor Default Amount " means, with respect to any Distribution 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, with respect to any Distribution Date, an amount equal to the product of (a) the Floating Investor Percentage for the related Collection Period, times (b) the Interest Collections for such Collection Period.

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

" Investor Principal Collections " means, with respect to any Distribution Date, an amount equal to the sum of (a) the product of (i) the Investor Percentage applicable for the related Collection Period, times (ii) Principal Collections for such Collection Period, plus (b) any Available Investor Interest Collections, Reserve Fund Available Amounts, Excess Interest Collections from other Series in Excess Interest Sharing Group One and Available Transferor Collections that, as provided in Sections 4.04(a) and (b), are to be treated as Investor Principal Collections with respect to such Distribution Date.

" LIBOR " means, with respect to any Interest Period, the London interbank offered rate for one-month United States dollar deposits determined by the Indenture Trustee for such Interest Period pursuant to Section 4.12.

" LIBOR Determination Date " means, with respect to any Interest Period, the date that is two London Banking Days prior to the commencement 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, either:

" Medium & Heavy Truck Overconcentration " means, for any Determination Date, the excess, if any, of (a) the aggregate amount of the Issuer's Principal Receivables that are Medium & Heavy Truck Receivables as of the last day of the related Collection Period, over (b) 2% of the Pool Balance as of 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, with respect to any Distribution Date, an amount equal to the greater of (a) one-twelfth of the product of (i) the Back-up Servicing Fee Rate, (ii) 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" (as defined in the related Indenture Supplements) for all outstanding Series (including Series 2009-2) with respect to such Collection Period and (iii) the total amount of Principal Receivables and, if applicable, the principal portion of any Interests in Other Floorplan Assets as of the close of business on the last day of the immediately preceding Collection Period, and (b) $4,000.  If no Back-up Servicing Agreement is in effect on any date of determination, all references to the Monthly Back-up Servicing Fee in this Agreement will be deemed to be deleted from this Agreement and to have no further effect.

" Monthly Principal Amount " means the monthly principal distributable in respect of the Series 2009-2 Notes as determined pursuant to Section 4.03.

" Monthly Principal Payment Rate " means, with respect to any Collection Period, the percentage equivalent of a fraction (a) the numerator of which is the Principal Collections with respect to such Collection Period and (b) the denominator of which is the Pool Balance as of the first day of such Collection Period.

" Monthly Servicing Fee " means, with respect to any Distribution Date, an amount equal to one-twelfth of the product of (a) the Servicing Fee Rate, (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" (as defined in the related Indenture Supplements) for all outstanding Series (including Series 2009-2) with respect to such Collection Period and (c) the total amount of Principal Receivables and, if applicable, the principal portion of any Interests in Other Floorplan Assets as of the close of business on the last day of the immediately preceding Collection Period, or with respect to the first Collection Period, the total amount of Principal Receivables as of the Series Cut-Off Date, in either case, excluding the principal portion of any Interests in Other Floorplan Assets owned by the Issuer that are not serviced by the Servicer.

" Monthly Transferor Servicing Fee " means, with respect to any Distribution 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, (ii) 100% minus the sum of the "Floating Investor Percentages" (as defined in the related Indenture Supplements) for all outstanding Series (including Series 2009-2) with respect to such Collection Period and (iii) the total amount of Principal Receivables and, if applicable, the principal portion of any Interests in Other Floorplan Assets as of the close of business on the last day of the immediately preceding Collection Period, and (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" (as defined in the related Indenture Supplements) for all outstanding Series (including Series 2009-2) with respect to such Collection Period.

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

" Percentage Interest " means the portion of the Transferor Interest, expressed as a percentage, as stated on the face of each Certificate (as defined in the Trust Agreement), if certificated, and otherwise as indicated in the books and records of the Owner Trustee in accordance with the Trust Agreement.

" Pool Balance " has the meaning specified in the Indenture.

" Principal Funding Account " has the meaning specified in Section 4.10(a).

" Principal Funding Account Cash Deposit Subaccount " has the meaning specified in Section 4.10(a).

" Principal Funding Account Securities Subaccount " has the meaning specified in Section 4.10(a).

" Principal Sharing Group One " means Series 2009-2 and each other Series specified in the related Indenture Supplements to be included in Principal Sharing Group One.

" Principal Shortfall " has, with respect to Series 2009-2, the meaning specified in Section 4.08.

" Principal Terms " has the meaning specified in the Indenture.

" Rating Agency " means each of Standard & Poor's, Moody's and DBRS.

" Rating Agency Condition " means, for any action or request, that (a) Standard & Poor's and DBRS have notified the Transferors, the Servicer, and the Indenture Trustee that such action or request will not result in a reduction or withdrawal of its then-current rating of any of the Notes of this Series and (b) the Issuer has given at least ten Business Days' prior written notice to Moody's (such notice to be provided to the lead rating analyst), and Moody's has not notified the Transferors, the Servicer and the Indenture Trustee in writing that such action will result in such Rating Agency reducing or withdrawing its then current rating on any of the Notes of this Series; provided , that Moody's may, at its option, notify the Transferors, the Servicer and the Indenture Trustee that such action or request will not result in a reduction or withdrawal of its then-current rating of any of the Notes of this Series.

" Reallocated Principal Collections " means, with respect to any Distribution Date, the amount of Investor Principal Collections applied in accordance with Section 4.06 in an amount not to exceed the Available Subordinated Amount for that Distribution Date (after giving effect to any change in that amount on that date).

" Reassignment Amount " means, with respect to any Distribution Date, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date, the sum of (a) the Class A Note Principal Balance on such Distribution Date, plus (b) the Class A Monthly Interest for such Distribution Date, together with any Class A Monthly Interest previously due but not paid to the Series 2009-2 Noteholders on prior Distribution Dates, plus (c) any Class A Additional Interest for such Distribution Date.

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

" Required Accumulation Factor Number " means 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 on the Accounts, expressed as a decimal, for the twelve months preceding the date of such calculation; provided, however , that this definition may be changed at any time upon receipt by the Indenture Trustee of an Officer's Certificate from the Servicer that such change will not have an Adverse Effect.

" Required Pool Percentage " means, 104%, except that the Transferors may reduce this percentage so long as the Rating Agency Condition is satisfied.

" Required Subordinated Amount " means, as of any date of determination, the sum of:

" Required Transferor Amount " has the meaning specified in the Indenture.

" Reserve Fund ''   has the meaning specified in Section 4.11(a).

" Reserve Fund Available Amount "   means, with respect to any Distribution Date, the lesser of (a) the amount on deposit in the Reserve Fund on such date (excluding any net investment earnings on amounts on deposit therein and before giving effect to any (i) deposit made or to be made therein pursuant to Section 4.04(a) on such date or (ii) any withdrawal made or to be made therefrom pursuant to Section 4.04(b)(iii) on such date) and (b) the Reserve Fund Required Amount for such Distribution Date.

" Reserve Fund Cash Deposit Subaccount "   has the meaning specified in Section 4.11(a).

" Reserve Fund Deposit Amount "   means, with respect to any Distribution Date, the excess, if any, of (a) the Reserve Fund Required Amount for such Distribution Date, over (b) the Reserve Fund Available Amount for such Distribution Date.

" Reserve Fund Initial Amount "   means $15,000,000.

" Reserve Fund Required Amount "   means, with respect to any Distribution Date, an amount equal to the product of 1.00%, times   the Adjusted Invested Amount on such Distribution Date (after giving effect to any changes therein on such Distribution Date); provided, however,   that the Reserve Fund Required Amount for the Closing Date is the Reserve Fund Initial Amount; provided, further,   that for any Distribution Date with respect to the Early Amortization Period, the Reserve Fund Required Amount for such Distribution Date will be the product of 5.00%, times   the Class A Note Initial Principal Balance; and, provided, further , that the Transferors may reduce either of these percentages so long as the Rating Agency Condition is satisfied.

" Reserve Fund Securities Subaccount "   has the meaning specified in Section 4.11(a).

" 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 close of business on the day immediately preceding the date on which the Controlled Accumulation Period or the Early Amortization Period commences.

" Securities Intermediary " has the meaning specified in the Indenture.

" Series 2009-2 " means the Series of Notes, the Principal Terms of which are specified in this Indenture Supplement.

" Series 2009-2 Amortization Event " has the meaning specified in Section 6.01.

" Series 2009-2 Excess Funding Amount " means, as of any date of determination, the product of (a) the amount on deposit in the Excess Funding Account (excluding amounts relating to 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 each outstanding Series (including Series 2009-2) being allocated a portion of the funds on deposit in the Excess Funding Account.

" Series 2009-2 Final Maturity Date " means the September 2014 Distribution Date.

" Series 2009-2 Note " means a Class A Note.

" Series 2009-2 Noteholder " means a Class A Noteholder.

" Series 2009-2 Noteholders' Collateral " means the Noteholders' Collateral for Series 2009-2.

" Series Account Cash Deposit Subaccounts " means, with respect to Series 2009-2, the Principal Funding Account Cash Deposit Subaccount, the Reserve Fund Cash Deposit Subaccount and the Accumulation Period Reserve Account Cash Deposit Subaccount.

" Series Accounts " means, with respect to Series 2009-2, the Principal Funding Account, the Reserve Fund and the Accumulation Period Reserve Account.

" Series Account Securities Subaccounts " means, with respect to Series 2009-2, the Principal Funding Account Securities Subaccount, the Reserve Fund Securities Subaccount and the Accumulation Period Reserve Account Securities Subaccount.

" Series Collateral " has the meaning specified in the Granting Clauses of this Indenture Supplement.

" Series Cut-Off Date " means the close of business on September 30, 2009.

" Servicing Fee Rate " means 1% per annum or such lesser percentage as may be specified by the Servicer in an Officer's Certificate delivered to the Indenture Trustee stating that, in the reasonable belief of the Servicer, such change in percentage will not result in an Adverse Effect.

" Shared Principal Collections " has, with respect to Series 2009-2, the meaning specified in Section 4.08.

" 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.

" 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 2009-2 Notes, 32.00%.

" Transferor Amount " has the meaning specified in the Indenture.

" Transferor Interest Collections " means, with respect to any Collection Period, the product of (a) the applicable Transferor Percentage for such Collection Period, times (b) the Interest Collections for such Collection Period.

" Transferor Percentage " has the meaning specified in the Indenture.

" Transferor Principal Collections " means, with respect to any Collection Period, the product of (a) the applicable Transferor Percentage for such Collection Period, times (b) the Principal Collections for such Collection Period.

" Transition Costs " has the meaning specified in the Transfer and Servicing Agreements.

" Trust Available Subordinated Amount " means, as of any date of determination, the sum of the "Available Subordinated Amounts" (as defined in the related Indenture Supplements) as of such date for all outstanding Series (including Series 2009-2).

" Used Vehicle Overconcentration " means, for any Determination Date, the excess, if any, of (a) the aggregate amount of the Issuer's Principal Receivables relating to Used Vehicles as of the last day of the related Collection Period, over (b) 20% of the Pool Balance as of the last day of such Collection Period (or a higher percentage so long as the Rating Agency Condition has been satisfied).

Section 2.02.     Other Definitional Provisions.

(a)           All terms used herein and not otherwise defined herein have the meanings ascribed to them in the Indenture, the Transfer and Servicing Agreement or the Trust Agreement, as applicable.  For the avoidance of doubt, the defined term " Transferor " includes Ford Credit Floorplan Corporation, in its capacity as transferor to Ford Credit Floorplan Master Owner Trust B, and the defined term " Transfer and Servicing Agreement " includes the Fourth Amended and Restated Transfer and Servicing Agreement, dated as of August 16, 2001, as amended and restated as of October 1, 2009, among Ford Credit Floorplan Corporation, as transferor, Ford Motor Credit Company LLC, as servicer, and Ford Credit Floorplan Master Owner Trust B.

(b)           All terms defined in this Indenture Supplement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(c)           As used in this Indenture Supplement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Indenture Supplement or in any such certificate or other document, and accounting terms partly defined in this Indenture Supplement or in any such certificate or other document to the extent not defined, have the respective meanings given to them under generally accepted accounting principles or regulatory accounting principles, as applicable and as in effect on the date of this Indenture Supplement. To the extent that the definitions of accounting terms in this Indenture Supplement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles or regulatory accounting principles in the United States, the definitions contained in this Indenture Supplement or in any such certificate or other document control.

(d)           Unless otherwise specified, references to any dollar amount as of any particular date means such amount at the close of business on such day.

(e)           The words "hereof," "herein" and "hereunder" and words of similar import when used in this Indenture Supplement refer to this Indenture Supplement as a whole and not to any particular provision of this Indenture Supplement. References to any subsection, Section, Schedule or Exhibit are references to subsections, Sections, Schedules and Exhibits in or to this

Indenture Supplement, unless otherwise specified.  The term "including" means "including without limitation."

ARTICLE III

Servicing Fee

Section 3.01.     Servicing Compensation.

The share of the Servicing Fee allocable to the Series 2009-2 Noteholders with respect to any Distribution Date is equal to the Monthly Servicing Fee.  The portion of the Servicing Fee that is not allocable to the Series 2009-2 Noteholders will be paid by the holders of the Transferor Interest or the Noteholders of other Series (as provided in the related Indenture Supplements) and in no event will the Issuer, the Indenture Trustee or the Series 2009-2 Noteholders be liable for the share of the Servicing Fee to be paid by the holders of the Transferor Interest or the Noteholders of any other Series.

ARTICLE IV

Rights of Series 2009-2 Noteholders

and Allocation and Application of Collections

Section 4.01.     Collections and Allocations.

(a)            Allocations .  As provided in Section 8.04(a) of the Indenture, Interest Collections and Principal Collections, as well as Defaulted Receivables, will be allocated between Series 2009-2 and the Transferor Interest and then applied in respect thereof pursuant to this Article IV.

(b)            Allocations to Transferor Interest .  The Servicer will on each Deposit Date make the following allocations to the Transferor Interest:

Unless the Servicer is allocating pursuant to another method which satisfies the Rating Agency Condition for each outstanding Series, the sum of Available Transferor Interest Collections and Available Transferor Principal Collections for any Collection Period (such sum being " Available Transferor Collections " for such Collection Period) will be deposited into the Collection Account for application as provided herein and in any other Indenture Supplements, but only to the extent that (i) (A) such funds are needed to cov