Ford Credit Floorplan Master Owner Trust A Series 2010-5 - FORM 8-K - September 30, 2010

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EX-1.1 - UNDERWRITING AGREEMENT - Ford Credit Floorplan Master Owner Trust A Series 2010-5ex1_1.htm
 
 
 
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
September 28, 2010

Ford Credit Floorplan Master Owner Trust A 
(Issuer of the notes)

Ford Motor Credit Company LLC
(Exact name of Sponsor as specified in its charter)

Ford Credit Floorplan Corporation
  
Ford Credit Floorplan LLC
 (Exact names of registrants as specified in their respective charters)

 Delaware    Delaware
(State or Other Jurisdiction of Incorporation)
 
  
(State or Other Jurisdiction of Incorporation)
 
333-148505
(Commission File Number)
38-2973806
(I.R.S. Employer Identification No.)
333-148505-01
(Commission File Number)
38-3372243
(I.R.S. Employer Identification No.)
 
c/o Ford Motor Company
c/o Ford Credit SPE Management Office
World Headquarters - Suite 801-C1
One America Road
Dearborn, Michigan
 
48126
 
c/o Ford Motor Company
c/o Ford Credit SPE Management Office
World Headquarters - Suite 801-C1
One America Road
Dearborn, Michigan
 
48126
(Address of Principal Executive Offices)
(Zip Code)
(Address of Principal Executive Offices)
(Zip Code)
       
(313) 594-3495
(313) 594-3495
 (Registrant's telephone number including area code)  (Registrant's telephone number including area code)

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 

Item 1.01                      Entry into a Material Definitive Agreement
 
The Registrants, each as a Depositor, plan to cause Ford Credit Floorplan Master Owner Trust A (the "Issuing Entity"), to issue the $500,000,000 Series 2010-5 Asset Backed Notes, Class A (the "Notes") on October 6, 2010.  The Notes will be registered under the Registration Statement filed by the Registrants with the Securities and Exchange Commission under the file numbers 333-148505 and 333-148505-01.
 
The Notes, which evidence indebtedness of the Issuing Entity, the assets of which consist primarily of a revolving pool of receivables arising in connection with the purchase and financing by motor vehicle dealers of their new and used car, truck and utility vehicle inventory, will be sold to Morgan Stanley & Co. Incorporated and RBS Securities Inc. (the "Underwriters"), pursuant to an Underwriting Agreement, dated September 28, 2010 (the "Underwriting Agreement"), among the Registrants and Morgan Stanley & Co. Incorporated and RBS Securities Inc., as representatives of the Underwriters (the "Representatives") a copy of which is attached hereto as Exhibit 1.1.  This Current Report on Form 8-K is being filed in connection with the execution of the Underwriting Agreement to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Notes.
 
Item 9.01.                      Financial Statements, Pro Forma Financial Information and Exhibits.
 
(a)           Not applicable
 
(b)           Not applicable
 
(c)           Not applicable
 
(d)           Exhibits:
 
Exhibit No.
Description
 
1.1
Underwriting Agreement, dated September 28, 2010, among the Registrants, Ford Motor Credit Company LLC and Morgan Stanley & Co. Incorporated and RBS Securities Inc., as representatives of the Underwriters.
 
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the co-registrants have duly caused this report to be signed on their respective behalfs by the undersigned hereunto duly authorized.
 
 
FORD CREDIT FLOORPLAN CORPORATION
  
       
 
By:
/s/ Susan J. Thomas  
    Name:  Susan J. Thomas  
    Title     Secretary  
       
 
 
 
FORD CREDIT FLOORPLAN LLC
  
       
 
By:
/s/ Susan J. Thomas  
    Name:  Susan J. Thomas  
    Title     Secretary  
 
 
Dated: September 30, 2010
 
 
 
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EXHIBIT INDEX
 
Exhibit No.
Description
1.1
Underwriting Agreement, dated September 28, 2010, among the Registrants, Ford Motor Credit Company LLC and Morgan Stanley & Co. Incorporated and RBS Securities Inc., as representatives of the Underwriters.

 
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