EXHIBIT 10.1
SCHEDULE
TO THE
ISDA MASTER AGREEMENT
DATED AS OF [DATE OF MASTER AGREEMENT]
BETWEEN
[NAME OF SWAP COUNTERPARTY],
A [JURISDICTION OF ORGANIZATION] [COMPANY]
("PARTY A")
AND
FORD CREDIT AUTO OWNER TRUST 2006-X,
A DELAWARE STATUTORY TRUST
("PARTY B")
PART 1. TERMINATION PROVISIONS.
(a) "SPECIFIED ENTITY" means in relation to Party A for the purpose of:
Section 5(a)(v), Not applicable.
Section 5(a)(vi), Not applicable.
Section 5(a)(vii), Not applicable.
Section 5(b)(iv), Not applicable.
in relation to Party B for the purpose of:
Section 5(a)(v), Not applicable.
Section 5(a)(vi), Not applicable.
Section 5(a)(vii), Not applicable.
Section 5(b)(iv), Not applicable.
(b) "SPECIFIED TRANSACTION" will have the meaning specified in Section 14
of this Agreement unless another meaning is specified here: No change
from Section 14.
(c) The "BREACH OF AGREEMENT" provisions of Section 5(a)(ii), the
"MISREPRESENTATION" provisions of Section 5(a)(iv) and the "DEFAULT
UNDER SPECIFIED TRANSACTION" provisions of Section 5(a)(v) will not
apply to Party B.
(d) The "CREDIT SUPPORT DEFAULT" provisions of Section 5(a)(iii) will
[not] apply to Party A and will not apply to Party B.
(e) The "CROSS DEFAULT" PROVISIONS of Section 5(a)(vi) will not apply to
Party A and will not apply to Party B.
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(f) For purposes of Section 6(b), only Party B may designate an Early
Termination Date in respect of a "TAX EVENT" or "TAX EVENT UPON
MERGER" of Sections 5(b)(ii) and 5(b)(iii), respectively.
(g) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not
apply to Party A or to Party B.
(h) The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a) will not
apply to Party A or Party B.
(i) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e):
(i) Market Quotation will apply unless Party A is the Defaulting
Party or the Affected Party and Party B has contracted to enter
into a replacement Transaction on or prior to the Early
Termination Date, in which event Loss will apply.
(ii) The Second Method will apply.
(iii) Notwithstanding anything to the contrary set forth in the
Agreement, if (1) Party B designates an Early Termination Date
pursuant to Part 5(m) in respect of which any Transaction is a
Terminated Transaction and (2) Party B enters into a replacement
transaction with a third party on or before such Early
Termination Date, then (x) the amount, if any, payable by Party B
to Party A in respect of such Early Termination Date and such
Transaction will not exceed the amount received by Party B from
such third party in consideration of entering into such
replacement transaction and (y) the amount, if any, payable by
Party A to Party B in respect of such Early Termination Date and
such Transaction will not be less than the amount payable by
Party B to such third party in consideration of entering into
such replacement transaction.
(j) "TERMINATION CURRENCY" means United States Dollars.
(k) ADDITIONAL TERMINATION EVENT WILL APPLY. Each of the following will
constitute an Additional Termination Event pursuant to Section
5(b)(v):
(i) Any acceleration of the Notes pursuant to Section 5.2(a) of the
Indenture (provided such acceleration has not been rescinded
pursuant to Section 5.2(b) of the Indenture) and liquidation of
the Indenture Trust Estate with Party B as the sole Affected
Party;
(ii) Any amendment or supplement to the Indenture or to the Sale and
Servicing Agreement that would materially adversely affect any of
Party A's rights or obligations under this Agreement or any
Transaction that is made without the consent of Party A, which
consent will not be unreasonably withheld; provided that Party
A's consent will be deemed to have been given if Party A does not
object in writing within 10 Business Days of receipt of a written
request for such consent, with Party B as the sole Affected
Party; and
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(iii) Failure of Party A to comply with the requirements of paragraph
(m) of Part 5, with Party A as the sole Affected Party.
PART 2. TAX REPRESENTATIONS.
(a) PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e), each of
Party A and Party B makes the following representation:
It is not required by any applicable law, as modified by the practice
of any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e)) to be made by it to the other party under this
Agreement. In making this representation, it may rely on (i) the
accuracy of any representation made by the other party pursuant to
Section 3(f), (ii) the satisfaction of the agreement contained in
Section 4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of any
document provided by the other party pursuant to Section 4(a)(i) or
4(a)(iii), and (iii) the satisfaction of the agreement of the other
party contained in Section 4(d), provided that it will not be a breach
of this representation where reliance is placed on clause (ii) above
and the other party does not deliver a form or document under Section
4(a)(iii) by reason of material prejudice to its legal or commercial
position.
(b) PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f):
(i) Party A makes the following representations:
[__________].
(ii) Party B makes the following representations: It is a United
States Person for U.S. federal income tax purposes and either (a)
is a financial institution (within the meaning of Treasury
Regulations section 1.1441-1(c)(5)) or (b) is not acting as an
agent for a person that is not a United States Person for U.S.
federal income tax purposes.
PART 3. AGREEMENT TO DELIVER DOCUMENTS.
(a) For purposes of Section 4(a)(i) and (ii), each party agrees to deliver
the following documents, as applicable:
PARTY REQUIRED TO DATE BY WHICH TO BE
DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DELIVERED
----------------- -------------------------------------------- -------------------------
Party A and Party B Any form or document that may be required or On the date of this
reasonably requested in order to allow the Agreement, and promptly
other party to make a payment under this upon the earlier of (i)
Agreement without any deduction or reasonable demand by the
withholding for or on account of any Tax or other party and (ii)
with such deduction or withholding at a learning that the form or
reduced rate. document is required.
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(b) Other documents to be delivered are:
PARTY REQUIRED TO DATE BY WHICH COVERED BY SECTION
DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE TO BE DELIVERED 3(D) REPRESENTATION
----------------- ------------------------------ ---------------- -------------------
Party A Annual audited financial Promptly upon No
statements prepared in request of Party
accordance with generally B.
accepted accounting principles
in the country in which the
party is organized
Party A and Party B Certificate or other documents At or promptly Yes
evidencing the authority of following the
the party entering into this execution of
Agreement or a Confirmation, this Agreement.
as the case may be, including
copies of any board
resolutions and appropriate
certificates of incumbency as
to the officers executing such
documents.
Party A and Party B Opinions of counsel in form At or promptly No
and substance acceptable to following the
the other party. execution of
this Agreement.
Party A If Party B notifies Party A Promptly upon No
that the "significance request of Party
percentage" as computed by B.
Party B in accordance with
Regulation AB is or becomes
10% or greater, Party A will
provide to Party B the
financial data relating to
Party A required to be
disclosed by Party B in Party
B's reasonable judgment
pursuant to Item 1115 of
Regulation AB.
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PART 4. MISCELLANEOUS
(a) ADDRESSES FOR NOTICES:
For the purpose of Section 12(a), notices will be delivered to the address or
facsimile number specified in the Confirmation of such Transaction. Any notice
delivered for purposes of Sections 5, 6 and 7 will be delivered to the following
address:
(1) TO PARTY A:
[__________]
Attention: [_______________]
Telephone: [_______________]
Fax: [_____________________]
with a copy to:
[__________]
Attention: [_______________]
Telephone: [_______________]
Fax: [_____________________]
(2) TO PARTY B:
U.S. Bank Trust, National Association,
as Owner Trustee for
Ford Credit Auto Owner Trust 2006-X
000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxxxxxx,
Xxxxxxxx 00000
Attn: Corporate Trust Administration
Telephone: [_______________]
Fax: [_____________________]
with a copy to:
The Bank of New York,
as Indenture Trustee for
Ford Credit Auto Owner Trust 2006-X
000 Xxxxxxx Xxxxxx
Xxxxx 0 Xxxx
Xxx Xxxx, Xxx Xxxx 10286
Attn: Structured Finance Services -
Asset Backed Securities, Ford 2006-X
Telephone: [_______________]
Fax: [_____________________]
and
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Ford Motor Credit Company
Xxx Xxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Secretary
Telephone: (000) 000-0000
Fax: (000) 000-0000
and
Ford Motor Credit Company
c/o Ford Motor Company WHQ
Xxx Xxxxxxxx Xxxx, Xxxxx 000-X0
Xxxxxxxx, Xxxxxxxx 00000
Attention: Securitization Operations Supervisor
Telephone: (000) 000-0000
Fax: (000) 000-0000
(b) PROCESS AGENT. For the purpose of Section 13(c):
Party A appoints as its Process Agent: Not applicable.
Party B appoints as its Process Agent: Not applicable.
(c) OFFICES. The provisions of Section 10(a) will apply.
(d) MULTIBRANCH PARTY. For the purpose of Section 10:
(i) Party A is not a Multibranch Party.
(ii) Party B is not a Multibranch Party.
(e) CALCULATION AGENT. The Calculation Agent is Party B.
(f) CREDIT SUPPORT DOCUMENT.
Party A: [Not] Applicable.
Party B: Not Applicable.
(g) CREDIT SUPPORT PROVIDER.
Party A: [Not] Applicable.
Party B: Not Applicable.
(h) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
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(i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) will apply to
all Transactions under this Agreement.
(j) "AFFILIATE" will have the meaning specified in Section 14.
(k) WAIVER OF JURY TRIAL. Each party waives, to the fullest extent
permitted by applicable law, its right to have a jury trial in respect
to any proceedings related to this Agreement. Each party certifies
that no representative, agent or attorney of the other party has
represented, expressly or otherwise, that such other party would not,
in the event of such a suit, action or proceeding, seek to enforce the
foregoing waiver.
PART 5. OTHER PROVISIONS.
(a) NON-RELIANCE. In connection with the negotiation of, the entering
into, and the execution of this Master Agreement, any Credit Support
Document to which it is a party, each Transaction and any other
documentation relating to this Master Agreement to which it is a party
or that is required by this Master Agreement to deliver, each of Party
A and Party B represents and agrees that:
(i) it is not relying (for the purposes of making any investment
decision or otherwise) upon any advice, counsel or
representations (whether written or oral) of the other party to
this Master Agreement, such Credit Support Document, each
Transaction or such other documentation other than the
representations expressly set forth in this Master Agreement,
such Credit Support Document and in any Confirmation;
(ii) it has consulted with its own legal, regulatory, tax, business,
investment, financial and accounting advisors to the extent it
has deemed necessary, and it has made its own investment, hedging
and trading decisions (including decisions regarding the
suitability of any Transaction pursuant to this Master Agreement)
based upon its own judgment and upon any advice from such
advisors as it has deemed necessary and not upon any view
expressed by the other party to this Master Agreement, such
Credit Support Document, each Transaction or such other
documentation;
(iii) it has a full understanding of all the terms, conditions and
risks (economic and otherwise) of the Master Agreement, such
Credit Support Document, each Transaction and such other
documentation and is capable of assuming and willing to, and
will, assume (financially and otherwise) those risks;
(iv) it is an "eligible contract participant" as defined in Section
1a(12) of the Commodity Exchange Act (7 U.S.C. 1a), as amended by
the Commodity Futures Modernization Act of 2000;
(v) it is entering into this Master Agreement, such Credit Support
Document, each Transaction and such other documentation for the
purposes of managing its borrowings or investments, hedging its
underlying assets or liabilities or in connection with a line of
business;
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(vi) it is entering into this Master Agreement, such Credit Support
Document, each Transaction and such other documentation as
principal, and not as agent or in any other capacity, fiduciary
or otherwise; and
(vii) the other party to this Master Agreement, such Credit Support
Document, each Transaction and such other documentation (a) is
not acting as a fiduciary or financial, investment or commodity
trading advisor for it, (b) has not given to it (directly or
indirectly through any other person) any assurance, guaranty or
representation whatsoever as to the merits (either legal,
regulatory, tax, financial, accounting or otherwise) of this
Master Agreement, such Credit Support Document, each Transaction
or such other documentation, and (c) has not committed to unwind
the Transactions.
(b) TAX PROVISIONS.
The definition of Tax Event, Section 5 (b)(ii), is hereby modified by
adding the following provision at the end thereof:
"provided, however, that for purposes of clarification, the
parties acknowledge that the introduction or proposal of
legislation will not, in and of itself, give rise to a
presumption that a Tax Event has occurred."
(c) DEDUCTION OR WITHHOLDING FOR TAX. Party B will not be required to pay
to Party A any amount relating to Indemnifiable Taxes pursuant to
Section 2(d)(i)(4). However, if in the absence of this paragraph,
Party B would otherwise be required to pay such amounts, Party A will
have the right, but not the obligation, to transfer its rights and
obligations under this Agreement to another of its Offices or
Affiliates or third party such that no Indemnifiable Tax would be
imposed, subject to the notice and consent provisions set forth in
Section 6(b)(ii).
(d) NO PETITION. Party A covenants and agrees that prior to the date that
is one year and one day after the payment in full of (i) all of the
Notes and any other securities issued by Party B and (ii) any other
securities issued by a trust as to which Ford Credit Auto Receivables
Two LLC is a depositor (or, if later, the expiration of all applicable
preference periods under the United States Bankruptcy Code or other
applicable law), it will not institute against, or join with any other
Person in instituting against, Party B or Ford Credit Auto Receivables
Two LLC any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other proceedings under United States
federal or state bankruptcy or similar law in connection with any
obligations under this Agreement. The provisions of this paragraph
will survive the termination of this Agreement.
(e) LIMITED RECOURSE; SUBORDINATION.
(i) Notwithstanding anything to the contrary contained in this
Agreement, the obligations of Party B under this Agreement and
any Transaction hereunder are solely the obligations of Party B
and will be payable solely to the extent of funds received by and
available to Party B in accordance with the priority of payment
provisions under the Indenture and on the Payment Dates specified
therein. Party
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A acknowledges that Party B has pledged its assets constituting
the Indenture Trust Estate to the Indenture Trustee. Upon
exhaustion of the assets of Party B and the proceeds thereof in
accordance with the Indenture and the Sale and Servicing
Agreement, Party A will not be entitled to take any further steps
against Party B to recover any sums due but unpaid under this
Agreement, all claims in respect of which will be extinguished.
No recourse may be taken for the payment of any amount owing in
respect of any obligation of, or claim against, Party B arising
out of or based upon this Agreement or any Transaction against
any holder of a beneficial interest, employee, officer or
Affiliate of Party B and, except as specifically provided in this
Agreement, no recourse may be taken for the payment of any amount
owing in respect of any obligation of, or claim against, Party B
based on or arising out of this Agreement against the
Administrator (as defined in the Administration Agreement), Ford
Credit Auto Receivables Two LLC or any stockholder, holder of a
beneficial interest, employee, officer, director, incorporator or
Affiliate of such person; provided, however, that the foregoing
will not relieve any such person or entity from any liability
they might otherwise have as a result of their gross negligence
or willful misconduct.
(ii) The parties intend that Part 5(e)(i) of this Schedule constitute
an enforceable subordination agreement under Section 510(a) of
the Bankruptcy Code and will survive the termination of this
Agreement.
(f) PARTY B PLEDGE. Notwithstanding Section 7 to the contrary, Party A
acknowledges that Party B will pledge its rights under this Agreement
to the Indenture Trustee for the benefit of the Noteholders pursuant
to the Indenture and agrees to such pledge. The Indenture Trustee will
not be deemed to be a party to this Agreement, provided, however, the
Indenture Trustee, acting on behalf of the holders of the Notes, will
have the right to enforce this Agreement against Party A. Party A will
be entitled to rely on any notice or communication from the Indenture
Trustee to that effect. Party A acknowledges that Party B will pledge
substantially all its assets to the Indenture Trustee for the benefit
of the Noteholders and Party A and that all payments hereunder,
including payments on early termination, will be made in accordance
with the priority of payment provisions of the Indenture and the Sale
and Servicing Agreement and on the Payment Dates specified therein.
(g) SEVERABILITY. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance,
will be held to be invalid or unenforceable (in whole or in part) for
any reason, the remaining terms, provisions, covenants, and conditions
hereof will continue in full force and effect as if this Agreement had
been executed with the invalid or unenforceable portion eliminated, so
long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the
subject matter of this Agreement and the deletion of such portion of
this Agreement will not substantially impair the respective benefits
or expectations of the parties to this Agreement.
(h) RECORDING OF CONVERSATIONS. Each party (i) consents to the recording
of the telephone conversations of the trading and marketing personnel
of the parties in connection with
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this Agreement and any potential or actual Transaction and (ii) agrees
to obtain any necessary consent of, and to give notice of such
recording to, its personnel.
(i) CONSENT BY PARTY A TO AMENDMENTS TO CERTAIN DOCUMENTS. Before any
amendment, modification or supplement is made to the Indenture or the
Purchase Agreement or the Sale and Servicing Agreement that (i) would
materially adversely affect any of Party A's rights or obligations
under this Agreement or any Transaction or (ii) modify the obligations
or impair the ability of Party B to fully perform any of Party B's
obligations under this Agreement or any Transaction in such a way that
would materially adversely affect any of Party A's rights or
obligations under this Agreement or any Transaction, Party B will
provide Party A with a copy of the proposed amendment, modification or
supplement and will obtain the consent of Party A prior to its
adoption, which consent will not be unreasonably withheld, provided
that Party A's consent will be deemed to have been given if Party A
does not object in writing within 10 Business Days of receipt of a
written request for such consent.
(j) SET-OFF. Notwithstanding any provision of this Agreement or any other
existing or future agreements, each of Party A and Party B irrevocably
waives as to itself any and all contractual rights it may have to set
off, net, recoup or otherwise withhold or suspend or condition its
payment or performance of any obligation to the other party hereto
arising outside of this Agreement (which Agreement includes the Master
Agreement to which this Schedule is attached, this Schedule and the
Confirmations hereto). This Part 5(j) will not affect the rights and
obligations of the Parties pursuant to Section 2(c) (NETTING).
(k) LIMITATION OF LIABILITY OF OWNER TRUSTEE. Notwithstanding anything
contained in this Agreement to the contrary, this instrument (and any
Confirmation pursuant to this instrument) has been or will be signed
on behalf of Party B by U.S. Bank Trust, National Association not in
its individual capacity but solely in its capacity as Owner Trustee of
Party B and in no event will U.S. Bank Trust, National Association in
its individual capacity or any beneficial owner of Party B have any
liability for the representations, warranties, covenants, agreements
or other obligations of Party B under this Agreement or under any such
Confirmation, as to all of which recourse will be had solely to the
assets of Party B. For all purposes of this Agreement and any
Confirmation, in the performance of any duties or obligations of Party
B hereunder, the Owner Trustee will be subject to, and entitled to the
benefits of, the terms and provisions of the Trust Agreement;
provided, however, that the foregoing will not relieve the Owner
Trustee from any liability it might otherwise have under the Trust
Agreement as a result of its gross negligence or willful misconduct.
(l) DEFINITIONS. Unless otherwise specified in a Confirmation, this
Agreement and the relevant Transaction between the parties are subject
to the 2000 ISDA Definitions (the "Definitions"), as published by the
International Swaps and Derivatives Association, Inc., and will be
governed in all relevant respects by the provisions set forth in the
Definitions, without regard to any amendment to the Definitions
subsequent to the date hereof. The provisions of the Definitions are
incorporated by reference in and will be deemed a part of this
Agreement, except that references in the Definitions to a "Swap
Transaction" will be deemed references to a "Transaction" for purposes
of this Agreement. In the event of any inconsistency between the
provisions of this Agreement and the Definitions, this
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Agreement will prevail. In the event of any inconsistency between the
provision of any Confirmation and this Agreement or the Definitions,
such Confirmation will prevail for the purpose of the relevant
Transaction.
ADDITIONAL DEFINED TERMS. Capitalized terms used but not defined in
this Agreement (including this Schedule) or any Confirmation are
defined in the Sale and Servicing Agreement dated as of [ ] (including
Appendix A to such Sale and Servicing Agreement), as amended,
supplemented or otherwise modified, among Party B, Ford Motor Credit
Company as Servicer and Ford Credit Auto Receivables Two LLC as
Depositor.
(m) COUNTERPARTY RATING WITHDRAWAL OR REDUCTION. In the event that (w)
Party A's long- or short term unsecured and unsubordinated debt rating
(or bank deposit rating) is withdrawn or reduced below "A-" or "A-1"
by S&P (or if it has no short term unsecured debt rating by S&P, a
long term unsecured debt rating of "A+") (x) either (i) Party A's long
term unsecured and unsubordinated debt rating is withdrawn or reduced
below "Aa3" by Xxxxx'x and Party A does not have a short-term
unsecured and unsubordinated debt rating of "P-1" or above or (ii)
Party A's long or short-term unsecured and unsubordinated debt rating
is withdrawn or reduced below "A1" or "P-1" by Xxxxx'x, (y) Party A's
long term unsecured and unsubordinated debt rating is withdrawn or
reduced below "A" by Fitch (such rating thresholds in clauses (w),
(x), and (y), "Approved Rating Thresholds") or (z) any event set forth
in clause (w), (x) or (y) occurs and is continuing and any Rating
Agency gives notice to Party B, the Indenture Trustee or the
Administrator that the credit support, if any, with respect to Party A
is no longer deemed adequate to maintain the then-current rating on
the Class A Notes, within 30 days of such rating withdrawal, downgrade
or notification (unless each such Rating Agency has reconfirmed the
rating of each Class of Notes which was in effect immediately prior to
such withdrawal or downgrade or notification), Party A will (i) assign
each Transaction to another counterparty with the Approved Rating
Thresholds and approved by Party B (which approval will not be
unreasonably withheld) on terms substantially similar to this Schedule
and the related Confirmation, (ii) obtain a guaranty, or a contingent
agreement of, another person with Approved Rating Thresholds to honor
Party A's obligations under this Agreement, provided that such other
person is approved by Party B (which approval will not be unreasonably
withheld), (iii) post xxxx-to-market collateral, pursuant to a
collateral support agreement acceptable to Party B, which will be
sufficient to restore any downgrade or withdrawal in the ratings of
each Class of Notes issued by Party B attributable to Party A's
failure to comply with the Approved Rating Thresholds, or (iv)
establish any other arrangement satisfactory to Party B and to the
applicable Rating Agency, in each case, sufficient to satisfy the
Rating Agency Confirmation. All costs and expenses in connection with
effecting any arrangements pursuant to clauses (i), (ii), (iii) or
(iv) will be for the account of Party A.
(n) APPROVAL OF AMENDMENTS OR ASSIGNMENT. No amendments to this Agreement
will be effected, nor may the rights and obligations of Party A be
transferred or assigned, without the prior written confirmation of
each Rating Agency that such amendment, transfer or assignment will
not cause such Rating Agency to reduce or withdraw its then current
rating on any of the Notes.
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* * *
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EXECUTED:
FORD CREDIT AUTO OWNER TRUST [NAME OF SWAP COUNTERPARTY]
2006-X
By: U.S. BANK TRUST,
NATIONAL ASSOCIATION
not in its individual capacity
but solely as Owner Trustee
By: By:
--------------------------------- ------------------------------------
Name: Name:
-------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
Date: Date:
-------------------------------- ----------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Date:
----------------------------------
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[TRADE DATE]
To: [NAME OF SWAP COUNTERPARTY]
Contact: [_________]
Attention: [_________]
Fax: [___________]
Telephone: [____________]
From: FORD CREDIT AUTO OWNER TRUST 2006-X
c/o U.S. Bank Trust, National Association,
as Owner Trustee
000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Department
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Re: Interest Rate Swap Reference No. [____]
Ladies and Gentlemen:
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between [NAME OF SWAP
COUNTERPARTY] ("Party A") and Ford Credit Auto Owner Trust 2006-X ("Party B") on
the Trade Date listed below (the "Transaction"). This letter constitutes a
"Confirmation" as referred to in the Agreement specified below.
The definitions and provisions contained in the 2000 ISDA Definitions
(as published by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation. For these purposes, all references in those
Definitions to a "Swap Transaction" will be deemed to apply to the Transaction
referred to herein. In the event of any inconsistency between those Definitions
and this Confirmation, this Confirmation will govern.
1. This Confirmation supplements, forms part of, and is subject to,
the ISDA Master Agreement dated as of [DATE OF MASTER AGREEMENT], as amended and
supplemented from time to time (the "Agreement") between you and us. All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below. Other capitalized terms used herein and not otherwise
defined are defined in the Indenture referred to in the Agreement. In the event
of any inconsistency between those terms and this Confirmation, this
Confirmation will govern.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
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Party A: [NAME OF SWAP COUNTERPARTY].
Party B: Ford Credit Auto Owner Trust 2006-X.
Trade Date: [TRADE DATE].
Effective Date: [EFFECTIVE DATE].
Notional Amount: For the first Calculation Period (from and including,
[__________] to but excluding, [__________]), the
Notional Amount of this Transaction for purposes of
calculating payments due by either party on the first
Payment Date will be $[__________]. With respect to
any subsequent Calculation Period up through and
including the Calculation Period ending on but
excluding [__________], the Notional Amount will be
the Note Balance for the Class A-2b Notes (after
giving effect to all amounts paid on the Payment Date
that is the first day of such Calculation Period) as
stated on the Servicer's monthly investor report
relating to such Payment Date (the "Actual Balance").
Party B will determine the Notional Amount and will
inform Party A of such determination by the twelfth
day of each calendar month using the aggregate
outstanding principal balance for the Class
[__________] Notes prior to giving effect to any
payments of principal of Class [__________] Notes on
the following Payment Date, as shown in the Servicer's
monthly investor report relating to such Payment Date.
Termination Date: The earlier of [__________] and the date the aggregate
outstanding principal balance of the Class A-2b Notes
has been reduced to zero.
Fixed Amounts
Fixed Rate Payer: Party B.
Fixed Rate Payer
Payment Date: The 15th day of each calendar month, subject to
adjustment in accordance with the Following Business
Day Convention.
Period End Date: The 15th day of each calendar month, with No
Adjustment. (This means that each Calculation Period
for the Fixed Amount will have 30 days, except for the
Initial Calculation Period, which will commence on
[__________] and end on [__________].)
Fixed Rate: [__________]%
15
Fixed Rate Day
Count Fraction: 30/360
Floating Amounts
Floating Rate Payer: Party A.
Floating Rate Payer
Payment Dates: The 15th day of each calendar month, subject to
adjustment in accordance with the Following Business
Day Convention.
Floating Rate for
Initial Calculation
Period: To be determined (excluding spread)
Spread: Plus [__________]%
Floating Rate
Option: USD-LIBOR-BBA.
Designated Maturity: One month.
Floating Rate Day
Count Fraction: Actual/360.
Reset Dates: The first day of each Floating Rate Payer Calculation
Period.
Business Days: New York and Delaware.
3. Account Details
Payments to Party A: [__________]
ABA # [__________]
Acct # [__________]
Attn: [__________]
Payments to Party B: The Bank of New York, in favor of Ford Credit Auto
Owner Trust 0000-X
Xxx Xxxx xx Xxx Xxxx
ABA # 000000000
16
Acct # [__________]
Acct Name: [Ford 2006-X] Collection Account
Ref: Interest Rate Swap
Party A Operations
Contact: [Name of Swap Counterparty]
Attn: [______________]
Fax: [______________]
Party B Operations
Contact: Ford Credit Auto Owner Trust 2006-X
U.S. Bank Trust,
National Association, as Owner Trustee
000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Corporate Trust Administration
Telephone: [(_____) - _____]
Fax: [(_____) - _____]
with a copy to:--
The Bank of New York
as Indenture Trustee for
Ford Credit Auto Owner Trust 2006-X
000 Xxxxxxx Xxxxxx
Xxxxx 0 Xxxx
Xxx Xxxx, Xxx Xxxx 10286
Attn: Structured Finance Services -
Asset Backed Securities, Ford 2006-X
Telephone: [(_____) - _____]
Fax: [(_____) - _____]; and
Ford Motor Credit Company
Ford Motor Company World Headquarters
Office of the General Counsel
Xxx Xxxxxxxx Xxxx
Xxxxx 0000-X0
Xxxxxxxx, Xxxxxxxx 00000
Attention: Secretary
Telephone: (000) 000-0000
Fax:(000)000-0000
17
Please confirm that the foregoing correctly sets forth the terms of
our agreement by executing this Confirmation and returning it to us.
Best Regards,
FORD CREDIT AUTO OWNER TRUST 2006-X
By: U.S. BANK TRUST,
NATIONAL ASSOCIATION,
not in its individual capacity
but solely as Owner Trustee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
[NAME OF SWAP COUNTERPARTY]
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
[SIGNATURE PAGE FOR SWAP CONFIRMATION]
Signature Page for
ISDA Schedule
