To: BARCLAYS BANK PLC
November
16, 2006
|
To:
|
BARCLAYS
BANK PLC
|
Email:
▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
c/o
U.S.
Bank Trust National Association,
as
Owner
Trustee
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Floor
Wilmington,
Delaware 19801
Attention:
Corporate Trust Department
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
|
Re:
|
Interest
Rate Swap Reference No. 11777
|
Ladies
and Gentlemen:
The
purpose of this letter agreement is to confirm the terms and conditions of
the
Swap Transaction entered into between Barclays
Bank Plc (“Party A”) and Ford Credit Auto Owner Trust 2006-C (“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 November
16, 2006, between you and us (as amended, supplemented or otherwise modified
from time to time, the “Agreement”). 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:
|
Barclays
Bank plc
|
|
Party
B:
|
|
Trade
Date:
|
November
16, 2006.
|
|
Effective
Date:
|
November
22, 2006.
|
|
Notional
Amount:
|
For
the first Calculation Period (from and including, November 22, 2006
to but
excluding December 15, 2006), the Notional Amount of this Transaction
for
purposes of calculating payments due by either party on the first
Payment
Date will be $251,838,000. With respect to any subsequent Calculation
Period up through and including the Calculation Period ending on
but
excluding February 15, 2012, the Notional Amount will be the Note
Balance
of the Class A-4b 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-4b Notes prior to giving effect to any payments of principal
of
Class A-4b Notes on the following Payment Date, as shown in the Servicer's
monthly investor report relating to such Payment
Date.
|
|
Termination
Date:
|
The
earlier of February 15, 2012 and the date the aggregate outstanding
principal balance of the Class A-4b 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 adjust-ment in accordance
with the
Following Business Day Convention.
|
|
Period
End Date:
|
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 November 22, 2006
and
end on and excluding December 15,
2006.)
|
|
Fixed
Rate:
|
5.092%
|
Fixed
Rate Day
|
Count
Fraction:
|
30/360
|
Floating
Amounts
|
Floating
Rate Payer:
|
Party
A.
|
2
Floating
Rate Payer
|
Payment
Dates:
|
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:
|
5.32%
(excluding spread)
|
|
Floating
Rate Option:
|
USD-LIBOR-BBA.
|
|
Designated
Maturity:
|
One
month.
|
|
Spread:
|
Plus
0.04%
|
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:
|
Barclays
Bank PLC New York
|
ABA#
▇▇▇▇▇▇▇▇▇
Beneficiary:
Barclays Swaps
Beneficiary
Account: ▇▇▇-▇▇▇▇▇-▇
|
Payments
to Party B:
|
The
Bank of New York
|
ABA
#
▇▇▇▇▇▇▇▇▇
Acct
#
111-565
Attn:
▇▇▇▇ ▇▇▇▇▇▇
For
further credit to: Ford Credit Auto Owner Trust 2006-C Collection Acct TAS
#879441
Party
A
Operations
|
Contact:
|
Barclays
Bank PLC
|
Email:
▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
Party
B
Operations
|
Contact:
|
c/o
U.S.
Bank Trust National Association, as Owner Trustee
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Floor
Wilmington,
Delaware 19801
Attn:
Corporate Trust Administration
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
3
with
copies to:
The
Bank
of New York,
as
Indenture
Trustee
for
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Floor
8
West
New
York,
New York 10286
Attn:
Structured Finance Services -
Asset
Backed Securities, Ford 2006-C
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇;
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:
(▇▇▇) ▇▇▇-▇▇▇▇
Fax:
(▇▇▇)
▇▇▇-▇▇▇▇
4
Please
confirm that the foregoing correctly sets forth the terms of our agreement
by
executing this Confirmation and returning it to us.
|
Best
Regards,
|
||||
|
By:
|
U.S.
BANK TRUST NATIONAL ASSOCIATION,
|
|||
|
not
in its individual capacity
|
||||
|
but
solely as Owner Trustee
|
||||
|
By:
|
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|||
|
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
|
||||
|
Title: Vice
President
|
||||
|
BARCLAYS
BANK PLC
|
||||
|
By:
|
/s/
▇.▇. ▇▇▇▇▇
|
|||
|
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
|
||||
|
Title: Director
|
||||
[SIGNATURE
PAGE FOR A-4b FRONT END SWAP CONFIRM]