To: THE ROYAL BANK OF SCOTLAND PLC
February
14, 2006
|
To:
|
THE
ROYAL
BANK OF SCOTLAND PLC
|
Financial
Markets
280
Bishopsgate
London
EC2M 4RB
Attention:
Confirmations Team
Email:
xxxxxxxxxxxxx@xxxx.xxx
c/o
U.S.
Bank Trust National Association,
as
Owner
Trustee
000
Xxxxxxxx Xxxxxx, Xxxxx Floor
Wilmington,
Delaware 19801
Attention:
Corporate Trust Department
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Re:
Interest
Rate Swap Reference No. 9380
Ladies
and Gentlemen:
The
purpose of this letter agreement is to confirm the terms and conditions of
the
Swap Transaction entered into between The
Royal
Bank of Scotland plc (“Party A”) and Ford Credit Auto Owner Trust 2006-A (“Party
B”) on the Trade Date listed below (the “Transaction”). This letter constitutes
a “Confirmation” as referred to in the Agreement specified below.
The
definitions and provisions contained in the 2000 ISDA Definitions (as published
by the International Swaps and Derivatives Association, Inc.) are incorporated
into this Confirmation. For these purposes, all references in those Definitions
to a “Swap Transaction” will be deemed to apply to the Transaction referred to
herein. In the event of any inconsistency between those Definitions and this
Confirmation, this Confirmation will govern.
1.
This
Confirmation supplements, forms part of, and is subject to, the ISDA Master
Agreement and the Schedule thereto, both dated as of February
14, 2006, 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 will 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: The
Royal
Bank of Scotland plc.
Party
B: Ford
Credit Auto Owner Trust 2006-A.
Trade
Date: February
14, 2006.
|
Effective
Date:
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February
22, 2006.
|
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Notional
Amount:
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For
the first Calculation Period (from and including, February 22, 2006
to but
excluding March 15, 2006), the Notional Amount of this Transaction
for
purposes of calculating payments due by either party on the first
Payment
Date will be $549,951,000. With respect to any subsequent Calculation
Period up through and including the Calculation Period ending on
but
excluding September 15, 2008, the Notional Amount will be the Note
Balance
of the Class A-2b Notes (after giving effect to all amounts paid
on the
Payment Date that is the first day of such Calculation Period) as
stated
on the Servicer’s monthly investor report relating to such Payment Date
(the “Actual Balance”). Party B will determine the Notional Amount and
will inform Party A of such determination by the twelfth day of each
calendar month using the aggregate outstanding principal balance
for the
Class A-2b Notes prior to giving effect to any payments of principal
of
Class A-2b Notes on the following Payment Date, as shown in the Servicer's
monthly investor report relating to such Payment
Date.
|
| TerminationDate: |
The
earlier of September 15, 2008 and the date the aggregate outstanding
principal balance of the Class A-2b Notes has been reduced to zero.
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Fixed
Amounts
|
Fixed
Rate Payer:
|
Party
B.
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Fixed
Rate Payer
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Payment
Date:
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The
15th
day of each calendar month, subject to adjust-ment in accordance
with the
Following Business Day Convention.
|
|
Period
End Date:
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The
15th
day of each calendar month, with No Adjust-ment. (This means that
each
Calculation Period for the Fixed Amount will have 30 days, except
for the
Initial Calculation Period, which will commence on February 22, 2006
and
end on and excluding March 15,
2006.)
|
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Fixed
Rate:
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5.025%
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Fixed
Rate Day
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Count
Fraction:
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30/360
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Floating
Amounts
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Floating
Rate Payer:
|
Party
A.
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2
Floating
Rate Payer
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Payment
Dates:
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The
15th
day of each calendar month, subject to adjust-ment in accordance
with the
Following Business Day Convention.
|
Floating
Rate for
Initial
Calculation
|
Period:
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4.57%
(excluding spread)
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Floating
Rate Option:
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USD-LIBOR-BBA.
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Designated
Maturity:
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One
month.
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Spread:
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Plus
.01%
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Floating
Rate Day
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Count
Fraction:
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Actual/360.
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Reset
Dates:
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The
first day of each Floating Rate Payer Calculation
Period.
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Business
Days:
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New
York and Delaware.
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3.
Account Details
| Payments to Party A: |
JPMorgan
Chase Bank, New
York
|
ABA
#
000000000
Acct#:
400930153
Agent
Swift Address: XXXXXX00
Favor:
Royal Bank of Scotland Financial Markets
Fixed
Income and Interest Rate Derivate Operations London
(RBS
FM
FI & IRD Ops Ldn)
|
Payments
to Party B:
|
The
Bank of New York
|
ABA
#
000000000
Acct
#
111-565
Attn:
Xxxx Xxxxx
For
further credit to: Ford Credit Auto Owner Trust 2006-A Collection Acct TAS
#879412
Party
A
Operations
|
Contact:
|
Xxxxxxx
Xxxxxxx
|
RBS
Greenwich Capital
000
Xxxxxxxxx Xxxx
Greenwich
CT 06830
Telephone:
(000) 000 0000
Fax:
(000) 000-0000
xxxxxxxxxxxxxx@xxxxx.xxx
3
Party
B
Operations
|
Contact:
|
c/o
U.S.
Bank Trust National Association, as Owner Trustee
000
Xxxxxxxx Xxxxxx, Xxxxx Floor
Wilmington,
Delaware 19801
Attn:
Corporate Trust Administration
Telephone:
(000) 000-0000
Fax:
(000) 000-0000
with
copies to:
The
Bank
of New York,
as
Indenture
Trustee
for
000
Xxxxxxx Xxxxxx
Floor
8
West
New
York,
New York 10286
Attn:
Structured Finance Services -
Asset
Backed Securities, Ford 2006-A
Telephone:
(000) 000-0000
Fax:
(000) 000-0000;
and
Ford
Motor Credit Company
c/o
Ford
Motor Company
WHQ,
One
American Road
Suite
801-C1
Dearborn,
Michigan 48126
Attention:
Securitization Operations Supervisor
Telephone:
(000) 000-0000
Fax:
(000)
000-0000
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
4
Please
confirm that the foregoing correctly sets forth the terms of our agreement
by
executing this Confirmation and returning it to us.
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Best
Regards,
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By:
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U.S.
BANK TRUST NATIONAL ASSOCIATION,
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|
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not
in its individual capacity
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but
solely as Owner Trustee
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name:
Xxxxxxx X. Xxxxxx
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Title:
Vice President
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THE
ROYAL BANK OF SCOTLAND PLC
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By:
GREENWICH CAPITAL MARKETS, INC.,
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its
agent
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By:
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/s/
Xxxxxxx Xxxxxxxxx
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Name:
Xxxxxxx X. Xxxxxxxxx
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Title:
Vice President
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[SIGNATURE
PAGE FOR FRONT END SWAP CONFIRM]
