Exhibit 10.1
SCHEDULE
to the
ISDA Master Agreement
dated as of March 27, 2002
between
BANK OF AMERICA, N.A.
("Party A")
and
FORD CREDIT AUTO OWNER TRUST 2002-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not been rescinded and annulled pursuant to Section 5.2(b) of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 national banking association organized and existing under the
laws of the United States of America.
(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
Party A and Party B Annual audited financial Promptly after request, Applicable
statements for such party (or in after such documents become
the case of Party A, its publicly available.
corporate parent) prepared in
accordance with generally
accepted accounting principles
in the country in which the
party is organized
Party A and Party B Certificate or other documents At or promptly following the Applicable
evidencing the authority of the execution of this Agreement,
party entering into this and, if a Confirmation so
Agreement or a Confirmation, as requires it, on or before
the case may be, including the date set forth therein.
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 and At or promptly following the Not Applicable
substance acceptable to the execution of this Agreement,
other party. and, if a Confirmation so
requires it, on or before
the date set forth therein.
Monthly investor reports To be made available on Ford Not Applicable
Party B Credit's website.
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:
Bank of America, N.A.
Sears Tower
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Swap Operations
with a copy to:--
Bank of America, N.A.
000 X. Xxxxx Xx., XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Capital Markets Documentation
Fax: 000-000-0000
(2) TO PARTY B:
The Bank of New York, as Owner Trustee for
Ford Credit Auto Owner Trust 2002-B 0 Xxxx
Xxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Trust Administration Fax:
000-000-0000
with a copy to:
JPMorgan Chase Bank,
as Indenture Trustee for
Ford Credit Auto Owner Trust 2002-B
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx
Tel.: (000) 000-0000
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: 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 (without
reference to its choice of law doctrine).
(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.
(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 short-term unsecured and unsubordinated debt rating (or
bank deposit rating) is withdrawn or reduced below "A-1" by S&P,
(x) Party A's long- or short-term unsecured and unsubordinated
debt rating is withdrawn or reduced below "Aa3"/"P-1" by Moody's,
(y) Party A's long-term unsecured and unsubordinated debt rating
is withdrawn or reduced below "AA-" 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, 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 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 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.
(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 Distribution 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
Distribution 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) Additional Definitions.
"Administration Agreement" shall mean the administration
agreement (including Appendix A thereto) dated as of January 1, 2002,
as amended, supplemented or otherwise modified and in effect, by and
among Party B, Ford Motor Credit Company and JPMorgan Chase Bank.
"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 Notes" means the Class B Notes issued by Party B
pursuant to the Indenture.
"Class C Notes" means the Class C Notes issued by Party B
pursuant to the Trust Agreement.
"Class D Certificates" means the Class D Certificates
issued by Party B pursuant to the Trust Agreement.
"Closing Date" shall mean March 27, 2002.
"Distribution 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, 2002.
"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,
2002 (including Appendix A thereto), as amended, supplemented or
otherwise modified and in effect, between Party B and JPMorgan
Chase Bank, 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 (including, without limitation, all property and
interests granted to the Indenture Trustee), including all
proceeds thereof.
"Indenture Trustee" shall mean JPMorgan Chase Bank 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
Notes, and the Class C Notes issued by Party B pursuant to the
Indenture.
"Owner Trustee" shall mean The Bank of New York, as owner
trustee under the Trust Agreement.
"Purchase Agreement" shall mean the purchase agreement
(including Appendix A thereto) dated as of March 1, 2002, 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, Class C 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, 2002, 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.
"Swap Counterparties" means Bank of America, N.A. and any
other institution becoming a successor or replacement under this
Agreement.
"Trust Agreement" shall mean the Amended and Restated
Trust Agreement (including Appendix A thereto), dated as of March
1, 2002, as amended, supplemented or otherwise modified and in
effect, by and among FCAR Two LLC, the Bank of New York
(Delaware), as Delaware Trustee and The Bank of New York, 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.
FORD CREDIT AUTO OWNER TRUST BANK OF AMERICA, N.A.
2002-B
By: THE BANK OF NEW YORK,
not in its individual capacity
but solely as Owner Trustee
By: /s/ Xxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------- --------------------------
Name: Xxxx Xxxxx Name: Xxxxx X. Xxxxxxxxxxx
Title: Assistant Treasurer Title: Principal
Date: March 27, 2002 Date: March 27, 2002
EXHIBIT A - Form of Confirmation
[Date]
To: Bank of America, N.A.
Contact: [ ]
Tel:
Fax:
From: FORD CREDIT AUTO OWNER TRUST 2002-B
Contact: [ ]
Tel:
Fax:
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
Counterparty] ("Party A") and Ford Credit Auto Owner Trust 2002-A ("Party
B") on the Trade Date listed below (the "Transaction"). This letter
constitutes a "Confirmation" as referred to in the ISDA 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" shall
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 Master Agreement dated as of March ___, 2002, 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 shall have the meanings given them 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:
Party A: Bank of America, N.A.
Party B: Ford Credit Auto Owner Trust 2002-B.
Trade Date: [ ] .
Effective Date: [ ] .
Notional Amount: The Notional Amount initially shall equal [
] and shall decrease by an amount equal to
the amount of the reduction in the aggregate
principal balance of the Class A-2b Notes on
each Distribution Date. Decreases in the
Notional Amount with respect to the
calculation of Fixed Amounts and Floating
Amounts shall take effect as of the
respective Period End Date occurring in the
month of the Distribution Date. Party B
shall determine the Notional Amount and
shall inform Party A of such determination
by the twelfth day of each calendar month
using the aggregate outstanding principal
balance for the Notes prior to giving effect
to any payments of principal of Notes on the
following Distribution Date, as shown in the
Servicer's monthly investor report relating
to such Distribution 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 shall have 30
days, except for the Initial Calculation
Period, which shall commence on March __, 2002
and end on April 15, 2002.)
Fixed Rate: [ ]%
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: [ ]% (excluding spread)
Floating Rate Option: USD-LIBOR-BBA.
Designated Maturity: One month.
Spread: [ ]%
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#:
Account#:
Payments to Party B: JPMorgan Chase Bank
ABA#: 000000000
Account#:
Account Name: Collection Account
Ref:
Party A Operations
Contact:
Attention:
Tel:
Party B Operations
Contact: JPMorgan Chase Bank
Corporate Trust Administration
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
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 2002-B
By: THE BANK OF NEW YORK,
not in its individual capacity
but solely as Owner Trustee
By:
------------------------------------
Name: Xxxx Xxxxx
Title: Assistant Treasurer
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By:
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Name:
Title:
