Exhibit 10.1
SCHEDULE
to the
ISDA Master Agreement
dated as of January 8, 2002
between
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
("Party A")
and
FORD CREDIT AUTO OWNER TRUST 2002-A
("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 apply to Party A and to Party B;
provided, however, that with respect to Party B, only the occurrence of
an Event of Default as defined in Section 5.1(i) or 5.1(ii) of the
Indenture which results in the sale of the Indenture Trust Estate will
constitute an Event of Default under Section 5(a)(vi).
With respect to Party A, "Specified Indebtedness" will have the meaning
specified in Section 14 of this Agreement. "Threshold Amount" means, in
respect of Party A, an amount equal to $100,000,000.
(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 A fails to replace itself pursuant to Part 5(a)(i), and
Party B enters 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 Agree ment) 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 entering into each Transaction in the ordinary course of its trade
as, and is, a recognized bank under the laws of the United Kingdom and
it will bring into account payments made and received in respect of each
Transaction in computing its income for United Kingdom 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-8-ECI to be delivered by Party A, and Form W-9 to be delivered
by and 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 prepared in accor- after such documents
dance with generally become publicly avail-
accepted accounting princi- able.
ples in the country in which
the party is organized.
Party A and Party B Certificate or other At or promptly following Applicable
documents evidencing the the execution of this
authority of the party en- Agreement, and, if a
tering into this Agreement or Confirmation so requires
a Confirmation, as the case it, on or before the date
may be, including copies of set forth therein.
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 following Not Applicable
and substance acceptable to the execution of this
the other party. Agreement, and, if a
Confirmation so
requires it, on or
before the date set
forth therein.
Part 4. Miscellaneous
(a) Addresses for Notices: For the purpose of Section 12(a) of this
Agreement:
TO PARTY A:
(1) Credit Suisse First Boston International
One Xxxxx Xxxxxx
Xxxxxx X00 0XX
Xxxxxxx
Attention: (1) Head of Credit Risk Management
(2) Managing Director-Operations Department
(3) Managing Director-Legal Department
(2) For the purposes of facsimile notices or communications
under this Agreement (other than a notice or
communication under Section 5 or 6);
Facsimile No: 020 7888 2686
Attention: Managing Director-Legal Department
TO PARTY B:
The Bank of New York,
as Owner Trustee for
Ford Credit Auto Owner Trust 2002-A
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Asset-Backed Finance Unit
with a copy to:
JPMorgan Chase Bank,
as Indenture Trustee for
Ford Credit Auto Owner Trust 2002-A
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
Ford Motor Company
World Headquarters
Xxx Xxxxxxxx Xxxx
Xxxxx 0000-X0
Xxxxxxxx, XX 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: Credit Suisse First Boston Corporation
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(Attention: General Counsel, Legal
and Compliance Department)
Party B appoints as its
Process Agent: Party B.
(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 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) 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 the
immediately prior ratings of each Class of Notes issued by Party B 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 Agree ment 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
paragraph 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, Class C Certificates 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, ar rangement,
insolvency or liquidation proceedings, or other proceedings under the
laws of any jurisdiction. 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 obliga tions 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 Swap Dealers 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 Certificates" means the Class C Certificates 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 January 16, 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 February 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 January 1, 2002
(including Appendix A thereto), as amended, supplemented or otherwise modified
and in effect, between Party B and XX Xxxxxx Xxxxx 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 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 and the Class B 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 January 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 Certificates
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
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 January 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 Credit Suisse First Boston International 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 December 1, 2001, 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 CREDIT SUISSE FIRST BOSTON
2002-A INTERNATIONAL
By: THE BANK OF NEW YORK,
not in its individual capacity
but solely as Owner Trustee
By: /s/ Xxxx Xxxxx By: /s/ Xxxxx Xxx By: /s/ Xxxxxxxxx Xxxxxxx
Name: Xxxx Xxxxx Name: Xxxxx Xxx Name: Xxxxxxxxx Xxxxxxx
Title: Assistant Treasurer Title: Authorized Signatory Title: Authorized Signatory
Date: January 16, 2002 Date: January 16, 2002 Date: January 16, 2002
By:___________________________
Name:
Title:
Date: January 16, 2002
EXHIBIT A - Form of Confirmation
[Date]
To: CREDIT SUISSE FIRST BOSTON INTERNATIONAL
Contact: [ ]
Tel:
Fax:
From: FORD CREDIT AUTO OWNER TRUST 2002-A
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 Credit Suisse First
Boston International ("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 Swap Dealers 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 Transactions
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 January , 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: Credit Suisse First Boston International
Party B: Ford Credit Auto Owner Trust 2002-A.
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]
[A-3b Notes] on each Distribution Date.
Decreases in the Notional Amount with respect
to the calculation of Fixed Amounts shall take
effect as of the 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.
Termination Date: The earlier of [ ] and the date the aggregate
outstanding principal balance of the Class
[A-2b][A-3b] 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.
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: Ford 2002-A
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-A
By: THE BANK OF NEW YORK,
not in its individual capacity
but solely as Owner Trustee
By:
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
By:
--------------------------------------
Name:
Title:
January 8, 2002
To: CREDIT SUISSE FIRST BOSTON INTERNATIONAL
Contact: Customer Service Group
Tel:000-000-0000
Fax:000-000-0000
From: FORD CREDIT AUTO OWNER TRUST 2002-A
Contact: Xxxxxxx X. Xxxxx
Tel:000-000-0000
Fax:000-000-0000
Re: Interest Rate Swap Reference No. 6573417/V/NY
Ladies and Gentlemen:
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Credit Suisse First
Boston International ("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 Swap Dealers 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 Transactions
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 January 8, 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: Credit Suisse First Boston International
Party B: Ford Credit Auto Owner Trust 2002-A.
Trade Date: January 8, 2002.
Effective Date: January 16, 2002.
Notional Amount: The Notional Amount initially shall equal
USD 1,740,000,000 and shall decrease by an
amount equal to the amount of the reduction in
the outstanding aggregate principal
balance of the Class A-3b Notes on each
Distribution Date, while the
calculation of the Fixed Rate Payer
Payment Amount and the Floating Rate Payer
Payment Amount for such period shall
be made on the Notional Amount
prior to such reduction. Decreases in the
Notional Amount with respect to the
calculation of Fixed Amounts shall take
effect as of the 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 Certificate.
Termination Date: The earlier of January 15, 2006 and the date the
aggregate outstanding principal balance of the
Class A-3b 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.
Fixed Rate: 3.4965%
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: 1.74125% (excluding spread)
Floating Rate Option: USD-LIBOR-BBA.
Designated Maturity: One month.
Spread: 0.12%
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: Bank of New York
XXXXX XXX TUS3N
For favour Credit Suisse First Boston
International
London
Account#:8900360968
Payments to Party B: JPMorgan Chase Bank
ABA#:000000000
Account#:507951883
Account Name: Ford Incoming Wire Account
Ref: 161319.1 Ford 2002-A Collection Account
Party A Operations
Contact:
Attention: Customer Services Group
Tel: 000-000-0000/000-000-0000
Fax: 000-000-0000
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
Credit Suisse First Boston International is regulated by The Financial Services
Authority and has entered into this transaction as principal. The time at which
the above transaction was executed will be notified to Party B on request.
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-A
By: THE BANK OF NEW YORK,
not in its individual capacity
but solely as Owner Trustee
By:
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
By its Agent: CREDIT SUISSE FIRST BOSTON CORPORATION
By:
--------------------------------------
Name:
Title:
January 8, 2002
To: CREDIT SUISSE FIRST BOSTON INTERNATIONAL
Contact: Customer Service Group
Tel:000-000-0000
Fax:000-000-0000
From: FORD CREDIT AUTO OWNER TRUST 2002-A
Contact: Xxxxxxx X. Xxxxx
Tel:000-000-0000
Fax:000-000-0000
Re: Interest Rate Swap Reference No. 6573418/V/NY
Ladies and Gentlemen:
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Credit Suisse First
Boston International ("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 Swap Dealers 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 Transactions
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 January 8, 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: Credit Suisse First Boston International
Party B: Ford Credit Auto Owner Trust 2002-A.
Trade Date: January 8, 2002.
Effective Date: January 16, 2002.
Notional Amount: The Notional Amount initially shall equal
USD 1,550,000,000 and shall decrease by an
amount equal to the amount of the reduction in
the aggregate outstanding principal
balance of the Class A-2b Notes on each
Distribution Date, while the
calculation of the Fixed Rate Payer
Payment Amount and the Floating Rate Payer
Payment Amount for such period shall
be made on the Notional Amount
prior to such reduction. Decreases in the
Notional Amount with respect to the
calculation of Fixed Amounts shall take
effect as of the 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 Certificate.
Termination Date: The earlier of May 15, 2004 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.
Fixed Rate: 2.4265%
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: 1.74125% (excluding spread)
Floating Rate Option: USD-LIBOR-BBA.
Designated Maturity: One month.
Spread: 0.10%
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: Bank of New York
XXXXX XXX TUS3N
For favour Credit Suisse First Boston
International
London
Account#:8900360968
Payments to Party B: JPMorgan Chase Bank
ABA#:000000000
Account#:507951883
Account Name: Ford Incoming Wire Account
Ref: 161319.1 Ford 2002-A Collection Account
Party A Operations
Contact:
Attention: Customer Services Group
Tel: 000-000-0000/000-000-0000
Fax: 000-000-0000
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
Credit Suisse First Boston International is regulated by The Financial Services
Authority and has entered into this transaction as principal. The time at which
the above transaction was executed will be notified to Party B on request.
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-A
By: THE BANK OF NEW YORK,
not in its individual capacity
but solely as Owner Trustee
By:
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
By its Agent: CREDIT SUISSE FIRST BOSTON CORPORATION
By:
--------------------------------------
Name:
Title:
