Exhibit 10.1
SCHEDULE
to the
ISDA Master Agreement
dated as of June 26, 2002
between
BANK OF AMERICA, N.A.
("Party A")
and
FORD CREDIT AUTO OWNER TRUST 2002-C
("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has not been rescinded and annulled pursuant to Section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 after such documents become
in the case of Party A, its publicly available.
corporate parent) prepared in
accordance with generally
accepted accounting principles
in the country in which the
Applicable party is organized
Party A and Party B Certificate or other documents At or promptly following Applicable
evidencing the authority of the the Agreement, and, if a
party entering into this Confirmation so requires
Agreement or a Confirmation, as it, on or before the date
the case may be, including set forth therein.
execution of this 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.
Party B Monthly investor reports To be made available on Not Applicable
Ford 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:
Wachovia Bank of Delaware, National Association,
as Owner Trustee for
Ford Credit Auto Owner Trust 0000-X
Xxx Xxxxxx Xxxxx
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
2002-C 0 Xxxx Xxxxx, 00xx Xxxxx Xxx Xxxx,
Xxx Xxxx 00000 Attn: Corporate Trust
Administration 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 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, (x) either (i) Party A's long-term unsecured and
unsubordinated debt rating is withdrawn or reduced below "Aa3" by
Moody's and Party A does not have a short-term unsecured and
unsubordinated debt rating of "P-1" or above or (ii) Party A's long-
or short-term unsecured and unsubordinated debt rating is withdrawn
or reduced below "A1/P-1" by Moody's, (y) Party A'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,
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) 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.
(m) Additional Definitions.
"Administration Agreement" shall mean the administration
agreement (including Appendix A thereto) dated as of June 1, 2002,
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-3 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 June 26, 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 July 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 June 1,
2002 (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
Counterparty (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 Wachovia Bank of Delaware,
National Association, as owner trustee under the Trust Agreement.
"Purchase Agreement" shall mean the purchase agreement
(including Appendix A thereto) dated as of June 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 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 June
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 June 1, 2002,
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.
FORD CREDIT AUTO OWNER TRUST BANK OF AMERICA, N.A.
2002-C
By: WACHOVIA BANK OF DELAWARE,
NATIONAL ASSOCIATION
not in its individual capacity
but solely as Owner Trustee
By: /s/ Xxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxxxxx
----------------------------- --------------------------
Name: Xxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxxxxx
Title: Assistant Vice President Title: Principal
Date: June 26, 2002 Date: June 26, 2002
