Exhibit 10.1
SCHEDULE
to the
ISDA Master Agreement
dated as of March 13, 2003
between
XXXXXX XXXXXXX CAPITAL SERVICES INC.
("Party A")
and
FORD CREDIT AUTO OWNER TRUST 2003-B
("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), the "Default under
Specified Transaction" provisions of Section 5(a)(v) and the "Tax
Event" and "Tax Event Upon Merger" provisions of Sections 5(b)(ii) and
5(b)(iii) and the "Credit Event Upon Merger" provisions of Section
5(b)(iv) will not apply to Party A or to Party B.
(d) The "Credit Support Default" provisions of Section 5(a)(iii) will 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.
(f) The "Automatic Early Termination" provision of Section 6(a) will not
apply to Party A or Party B.
(g) Payments on Early Termination. For the purpose of Section 6(e) of this
Agreement:
(i) Market Quotation will apply unless Party B is the Non-defaulting
Party or the party which is not the Affected Party, as the case may be,
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.
(h) "Termination Currency" means United States Dollars.
(i) Additional Termination Event. Each of the following shall constitute an
Additional Termination Event pursuant to Section 5(b)(v):
(i) any acceleration of the Notes (provided such acceleration has
not been rescinded and annulled pursuant to Section 5.2(b) of
the Indenture) and liquidation of the Indenture Trust Estate
with Party B the sole Affected Party;
(ii) failure of Party A to comply with the requirements of
paragraph (a) of Part 5 hereof, with Party A as the sole
Affected Party; provided, that the amount of any payment by
Party B shall be limited to the amount, if any, received by
Party B from a replacement counterparty; or
(iii) any amendment or supplement to the Indenture or to any of the
Receivables Transfer and Servicing Agreements which may
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 shall 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.
Part 2. Tax Representations.
(a) Payer Tax Representations. For the purpose of Section 3(e) of this
Agreement, Party A will make the following representation and Party B will
make 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) of this Agreement) 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) of this Agreement, (ii) the
satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of
this Agreement and the accuracy and effectiveness of any document provided
by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
Agreement, and (iii) the satisfaction of the agreement of the other party
contained in Section 4(d) of this Agreement, provided that it shall not be
a breach of this representation where reliance is placed on clause (ii) 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) of this
Agreement:
(i) Party A will make the representations specified below:
It is a US Person for federal income tax purposes.
(ii) Party B will make the representations specified below:
Each payment received or to be received by it in connection with this
Agreement will be effectively connected with its conduct of a trade or
business in the United States.
Part 3. Documents to be Delivered.
(a) For the purpose of Section 4(a)(i) and (ii) of this Agreement, each
party agrees to deliver the following documents as applicable:
(i) Tax forms, documents or certificates to be delivered are: Form
W-9 to be delivered by Party A, and Form W-9 to be delivered
by Party B.
(b) Other documents to be delivered are:
Party required to Form/Document/ Date by which to be Section 3(d)
deliver document Certificate delivered Representation
Annual audited financial
statements for such party, if
available (or in the case of
Party A, its corporate parent)
Party A and Party B prepared in accordance with Promptly after request,
generally accepted accounting after such documents become
principles in the country in publicly available. Applicable
which the party is organized
Certificate or other documents
evidencing the authority of the
party entering into this
Agreement or a Confirmation, as At or promptly following the
Party A and Party B the case may be, including execution of this Agreement,
copies of any board resolutions and, if a Confirmation so
and appropriate certificates of requires it, on or before Applicable
incumbency as to the officers the date set forth therein.
executing such documents.
At or promptly following the
Opinions of counsel in form and execution of this Agreement,
Party A and Party B substance acceptable to the and, if a Confirmation so Not Applicable
other party. requires it, on or before
the date set forth therein.
To be made available on Ford
Party B Monthly investor reports Credit's website.
Not Applicable
Part 4. Miscellaneous
(a) Addresses for Notices:
For the purpose of Section 12(a) of this Agreement, any notice
relating to a particular Transaction shall be delivered to the
address or fax or telex number specified in the Confirmation of
such Transaction. Any notice delivered for purposes of Section 5
and 6 of this Agreement shall be delivered to the following
address:
(1) TO PARTY A:
Xxxxxx Xxxxxxx Capital Services Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Chief Legal Officer
Fax: 000-000-0000
with a copy to:
Xxxxxx Xxxxxxx
000 0xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxx
Phone: 000-000-0000
Fax: 000-000-0000
(2) TO PARTY B:
Wachovia Bank of Delaware, National
Association,
as Owner Trustee for
Ford Credit Auto Owner Trust 0000-X
Xxx Xxxxxx Xxxxxx
000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Corporate Trust Administration,
Xxx Xxxxxx
with a copy to:
The Bank of New York, as Indenture Trustee
for Ford Credit Auto Owner Trust 2003-A 000
Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
Attn: Structured Finance Services - Asset
Backed Securities, Ford 2003-A Fax:
000-000-0000
and with a copy to
Ford Motor Credit Company c/o Ford Motor
Company - WHQ Xxx Xxxxxxxx Xxxx Xxxxx
0000-X0 Xxxxxxxx, Xxxxxxxx 00000 Office of
the General Counsel Attention of the
Secretary Fax: (000) 000-0000
(b) Process Agent. For the purpose of Section 13(c) of this Agreement:
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 to this Agreement.
(d) Multibranch Party. For the purpose of Section 10 of this Agreement:
(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, unless otherwise
specified in a Confirmation in relation to the relevant Transaction.
(f) Credit Support Document.
Party A: Guarantee of Xxxxxx Xxxxxxx
Party B: Not Applicable
(g) Credit Support Provider.
Party A: Xxxxxx Xxxxxxx
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.
(i) Netting of Payments. Subparagraph (ii) of Section 2(c) of this
Agreement will apply to all Transactions under this Agreement.
(j) "Affiliate" will have the meaning specified in Section 14 of this
Agreement; provided, however, that with respect to Party A, such
definition shall be understood to exclude Xxxxxx Xxxxxxx Derivatives
Products Inc. for purposes of this Agreement except with respect to
Section 3(c) of the ISDA Master Agreement.
(k) Approval of Amendments or Assignment. No amendments to this Agreement
shall 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.
(l) 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 (i) 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 and (ii) acknowledges that it and the other party have
been induced to enter into this Agreement, by, among other things, the
mutual waivers and certifications in this Section.
Part 5. Other Provisions.
(a) Counterparty Rating Withdrawal or Reduction. In the event that (w) Party
A's Credit Support Provider'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 Credit Support Provider's long-term unsecured and unsubordinated
debt rating is withdrawn or reduced below "Aa3" by Xxxxx'x and Party A's
Credit Support Provider does not have a short-term unsecured and
unsubordinated debt rating of "P-1" or above or (ii) Party A's Credit
Support Provider's long- or short-term unsecured and unsubordinated debt
rating is withdrawn or reduced below "A1/P-1" by Xxxxx'x, (y) Party A's
Credit Support Provider's long-term unsecured and unsubordinated debt
rating is withdrawn or reduced below "A" by Fitch (such rating thresholds,
"Approved Rating Thresholds") or (z) if any event set forth in clause (w),
(x) or (y) occurs and is continuing, any Rating Agency gives notice to
Party B, the Indenture Trustee or the Administrator that the credit
support, 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 or downgrade or notification (unless, within 30 days after such
withdrawal or downgrade 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 shall (i) assign each
Transaction to another counterparty with the Approved Rating Thresholds and
approved by Party B (which approval shall not be unreasonably withheld) on
terms substantially similar to this Schedule and the related Confirmation,
(ii) obtain a guaranty of, 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 not to 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 and Class D Certificates issued by Party B
attributable to Party A's Credit Support Provider'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 Condition. All costs and expenses
in connection with effecting any arrangements pursuant to clauses (i),
(ii), (iii) or (iv) shall be for the account of Party A.
(b) Non-Reliance. In connection with the negotiation of, the entering into,
and the confirming of 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 acknowledge 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;
(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.
The representations and agreements in Part 5(b) above of this Schedule
shall be deemed representations and agreements for all purposes of this
Master Agreement, including without limitation Sections 3, 4, 5(a)(ii)
and 5(a)(iv) hereof.
(c) Deduction or Withholding for Tax. Party B shall not be required to pay
to Party A any amount relating to Indemnifiable Taxes pursuant to
Section 2(d)(i)(4) of the Agreement. However, if in the absence of this
paragraph, Party B would otherwise be required to pay such amounts,
Party A shall 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) of the Agreement.
(d) No Petition. Party A hereby covenants and agrees that, prior to the date
which is one year and one day after the payment in full of (i) all of the
Notes and Class D Certificates and (ii) any other securities issued by a
trust as to which FCAR Two LLC is the depositor and 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 FCAR 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 of this Agreement. The
provisions of this paragraph shall survive the termination of this
Agreement. Nothing herein shall prevent Party A from participating in any
such proceeding once commenced.
(e) Limited Recourse. 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 shall be
payable solely to the extent of funds received by and available to Party B
in accordance with the priority of payment provisions of the Indenture and
the Sale and Servicing Agreement and on the Payment Dates specified
therein. Party 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 proceeds thereof in accordance with
the Indenture and the Sale and Servicing Agreement, Party A shall not be
entitled to take any further steps against Party B to recover any sums due
but still unpaid hereunder or thereunder, all claims in respect of which
shall be extinguished. No recourse shall be had 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 hereunder
against any holder of a beneficial interest, employee, officer or Affiliate
thereof and, except as specifically provided herein, no recourse shall be
had for the payment of any amount owing in respect of any obligation of, or
claim against, Party B based on or arising out of or based upon this
Agreement against the Administrator (as defined in the Administration
Agreement), FCAR Two LLC or any stockholder, holder of a beneficial
interest, employee, officer, director, incorporator or Affiliate thereof;
provided, however, that the foregoing shall not relieve any such person or
entity from any liability they might otherwise have as a result of gross
negligence or fraudulent actions or omissions taken by them.
(f) Party B Pledge. Notwithstanding Section 7 of this Agreement 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 holders of
the Notes pursuant to the Indenture and agrees to such pledge. The
Indenture Trustee shall not be deemed to be a party to this Agreement,
provided, however, that the Indenture Trustee, acting on behalf of the
holders of the Notes, shall have the right to enforce this Agreement
against Party A. Party A shall 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) Confirmation of Transactions. Each Transaction to be effectuated
pursuant to this Agreement shall be evidenced by a written confirmation
executed by each of Party A and Party B.
(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 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
is made to the Indenture or any of the Receivables Transfer and Servicing
Agreements which may adversely affect any of Party A's rights or
obligations under this Agreement or any Transaction, or modify the
obligations of, or impair the ability of Party B to fully perform any of
Party B's obligations under this Agreement or any Transaction, Party B
shall provide Party A with a copy of the proposed amendment or supplement
and shall obtain the consent of Party A thereto prior to its adoption,
which consent shall 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) 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
shall be deemed a part of this Agreement, except that references in the
Definitions to a "Swap Transaction" shall 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 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.
(k) Set-off. Nothwithstanding 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 without
limitation, the Master Agreement to which this Schedule is attached,
this Schedule and the Confirmations attached hereto).
(l) Limitation of Liability of Owner Trustee. Nothwithstanding anything
contained herein to the contrary, this instrument has been signed on
behalf of Party B by Wachovia Bank of Delaware, National Association
not in its individual capacity but solely in its capacity as Owner
Trustee of Party B and in no event shall Wachovia Bank of Delaware,
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 hereunder, as to
all of which recourse shall be had solely to the assets of Party B. For
all purposes of this Agreement, in the performance of any duties or
obligations of Party B hereunder, the Owner Trustee shall be subject
to, and entitled to the benefits of, the terms and provisions of the
Trust Agreement; provided, however, that the foregoing shall 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.
(m) Additional Definitions.
"Administration Agreement" shall mean the administration
agreement (including Appendix A thereto) dated as of March 1, 2003, as
amended, supplemented or otherwise modified and in effect, by and among
Party B, Ford Motor Credit Company and The Bank of New York.
"Business Day" shall mean any day other than a Saturday, a
Sunday or a day on which banking institutions or trust companies in New
York, New York or the State of Delaware are authorized or obligated by
law, regulation or executive order to remain closed.
"Class A Notes" means the Class A Notes issued by Party B
pursuant to the Indenture.
"Class A-1 Notes" means the Class A-1 Notes issued by Party B
pursuant to the Indenture.
"Class A-2 Notes" means the Class A-2a Notes and the Class
A-2b Notes issued by Party B pursuant to the Indenture.
"Class A-3 Notes" means the Class A-3a Notes and the Class
A-3b Notes issued by Party B pursuant to the Indenture.
"Class A-4 Notes" means the Class A-4 Notes issued by Party B
pursuant to the Indenture.
"Class B-1 Notes" means the Class B-1 Notes issued by Party B
pursuant to the Indenture.
"Class B-2 Notes" means the Class B-2 Notes issued by Party B
pursuant to the Indenture.
"Class C Notes" means the Class C Notes issued by Party B
pursuant to the Indenture.
"Class D Certificates" means the Class D Certificates issued
by Party B pursuant to the Trust Agreement.
"Closing Date" shall mean March 20, 2003.
"FCAR Two LLC" shall mean Ford Credit Auto Receivables Two
LLC.
"Fitch" means Fitch, Inc.
"Indenture" shall mean the indenture dated as of March 1, 2003
(including Appendix A thereto), as amended, supplemented or otherwise
modified and in effect, between Party B and The Bank of New York, as
Indenture Trustee.
"Indenture Trust Estate" shall mean all money, instruments,
rights and other property that are subject or intended to be subject to
the lien and security interest of the Indenture for the benefit of the
Noteholders and the Swap Counterparties (as specified in the Indenture,
including Appendix A thereto) including, without limitation, all
property and interests granted to the Indenture Trustee, including all
proceeds thereof.
"Indenture Trustee" shall mean The Bank of New York or any
successor or replacement thereto pursuant to the Indenture.
"Moody's" shall mean Xxxxx'x Investors Service, Inc.
"Notes" shall mean the Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes, the Class A-4 Notes, the Class B-1 Notes, the
Class B-2 Notes and the Class C Notes issued by Party B pursuant to the
Indenture.
"Owner Trustee" shall mean Wachovia Bank of Delaware, National
Association, as owner trustee under the Trust Agreement.
"Payment Date" shall mean the fifteenth (15th) day of each
calendar month or, if such day is not a Business Day, the next
succeeding Business Day, commencing April 15, 2003.
"Purchase Agreement" shall mean the purchase agreement
(including Appendix A thereto) dated as of March 1, 2003, as from time
to time amended, supplemented or otherwise modified and in effect,
between Ford Motor Credit Company and FCAR Two LLC.
"Rating Agencies" shall mean Xxxxx'x, S&P and Fitch or any
substitute rating agency that FCAR Two LLC requests to rate the Notes
or Class D Certificates.
"Rating Agency Condition" shall mean, with respect to any
action, that each Rating Agency shall have been given prior notice
thereof and that each of the Rating Agencies shall have notified FCAR
Two LLC, the Servicer, the Owner Trustee and the Indenture Trustee in
writing that such action will not result in a reduction or withdrawal
of the then current rating of the Notes or the Class D Certificates.
"Receivables Transfer and Servicing Agreements" shall mean
collectively the Purchase Agreement, the Sale and Servicing Agreement,
the Trust Agreement and the Administration Agreement.
"S&P" shall mean Standard & Poor's, a division of The
XxXxxx-Xxxx Companies, Inc.
"Sale and Servicing Agreement" shall mean the sale and
servicing agreement (including Appendix A thereto) dated as of March 1,
2003, as amended, supplemented or otherwise modified and in effect, by
and among Party B, FCAR Two LLC, as seller, and Ford Motor Credit
Company, as servicer.
"Servicer" shall mean Ford Motor Credit Company, as servicer
under the Sale and Servicing Agreement.
"Trust Agreement" shall mean the Amended and Restated Trust
Agreement (including Appendix A thereto), dated as of March 1, 2003, as
amended, supplemented or otherwise modified and in effect, by and among
FCAR Two LLC, Wachovia Bank of Delaware, National Association, as Owner
Trustee.
IN WITNESS WHEREOF, the parties have executed this Schedule to the
Master Agreement on the respective dates specified below with effect from the
date specified on the first page of this document.
XXXXXX XXXXXXX CAPITAL SERVICES INC. FORD CREDIT AUTO OWNER TRUST
2003-B
By: WACHOVIA BANK OF DELAWARE,
NATIONAL ASSOCIATION
not in its individual capacity
but solely as Owner Trustee
By:____________________ By: ____________________
Name: Name:
Title: Title:
Date: March 20, 2003 Date: March 20, 2003
