Exhibit 10.2
SCHEDULE
to the
ISDA Master Agreement
dated as of March 27, 2002
between
JPMORGAN CHASE BANK
("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has not been rescinded and annulled pursuant to Section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 banking corporation organized and existing under the laws of
the State of New York.
(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 deliver Form/Document/ Section 3(d)
document Certificate Date by which to be 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.
Party B Monthly investor reports To be made available on Ford Not Applicable
Party B Monthly investor reports 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:
JPMorgan Chase Bank
Attention: Legal Department-
Capital Markets Group
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇
(2) TO PARTY B:
The Bank of New York, as Owner Trustee for
Ford Credit Auto Owner Trust 2002-B ▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Corporate Trust Administration Fax:
▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
JPMorgan Chase Bank,
as Indenture Trustee for
Ford Credit Auto Owner Trust 2002-B
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
and with a copy to
Ford Motor Credit Company c/o Ford Motor
Company - WHQ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Office of
the General Counsel Attention of the
Secretary Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(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 ▇▇▇▇-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 ▇▇▇▇▇'▇ 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 ▇▇▇▇▇'▇, 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
▇▇▇▇▇▇-▇▇▇▇ 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 JPMorgan Chase Bank 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 JPMORGAN CHASE BANK
2002-B
By: THE BANK OF NEW YORK,
not in its individual capacity
but solely as Owner Trustee
By: /s/ ▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------- ---------------
Name: ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Treasurer Title: Vice President
Date: March 27, 2002 Date: March 27, 2002
EXHIBIT A - Form of Confirmation
[Date]
To: JPMORGAN CHASE BANK
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: JPMorgan Chase Bank
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-3b 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-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. (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#: ▇▇▇▇▇▇▇▇▇
Account#:
Account Name: Collection Account
Ref:
Party A Operations
Contact:
Attention:
Tel:
Party B Operations
Contact: JPMorgan Chase Bank
Corporate Trust Administration
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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: ▇▇▇▇ ▇▇▇▇▇
Title: Assistant Treasurer
JPMORGAN CHASE BANK
By:__________________________________
Name:
Title: