ex10_3.htm


    
      

    

    Exhibit
      10.3

     

    Transaction

     

     

    
      
        
          	
                  Date:

                	
                  October
                    16, 2007

                	
                   

                
	 	 	 
	
                  To:

                	
                  FORD
                    CREDIT AUTO OWNER TRUST 2007-B

                	 
	 	
                  c/o
                    U.S. Bank Trust National Association,

                	 
	 	
                     as
                    Owner Trustee

                	 
	 	
                  300
                    Delaware Avenue, Ninth Floor

                	 
	 	
                  Wilmington,
                    Delaware 19801

                	 
	 	
                  Attention:
                    Corporate Trust Department

                	 
	 	
                  Telephone:  (302)
                    552-3200

                	 
	 	
                  Facsimile:  (302)
                    552-3129

                	 
	 	 	 
	
                  From:

                	
                  Lehman
                    Brothers Special Financing Inc.

                	 
	 	
                  Transaction
                    Management Group

                	 
	 	
                  Facsimile:             
                    

                	
                  (+1)
                    646-885-9551 (United States of America)

                	
                   

                
	 	
                  Telephone:

                	
                  212-526-9570
                    (Louis P. Bardos)

                	
                   

                
	
                   

                	 	 
	
                  Ref.
                    Numbers:

                	
                  Risk
                    ID: 1675493L / Effort ID: N1670141 / Global Deal ID:
                    3413451

                	 


        



      
        
          

        

      

    

    Dear
      Sir
      or Madam:

     

    The
      purpose of this letter agreement is to confirm the terms and conditions of
      the
      Swap Transaction entered into between Lehman Brothers Special Financing, Inc.
      (“Party A”) and Ford Credit Auto Owner Trust 2007-B (“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 October 16, 2007,
      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:

              	
                Lehman
                  Brothers Special Financing Inc.

              	 
	 	
                 

              	 	 
	 	
                Party
                  B:

              	
                Ford
                  Credit Auto Owner Trust 2007-B

              	 
	 	 	 	 
	 	
                Trade
                  Date:

              	
                October
                  10, 2007.

              	 
	 	 	 	 
	 	
                Effective
                  Date:

              	
                October
                  17, 2007.

              	 
	 	 	 	 
	 	
                Notional
                  Amount:

              	
                For
                  the first Calculation Period (from and including, October 17, 2007
                  to but
                  excluding November 15, 2007), the Notional Amount of this Transaction
                  for
                  purposes of calculating payments due by either party on the first
                  Payment
                  Date will be $863,700,000.  With respect to any subsequent
                  Calculation Period up through and including the Calculation Period
                  ending
                  on but excluding June 15, 2010, 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.

              	 
	 	 	 	 
	 	
                Termination
                  Date:

              	
                The
                  earlier of June 15, 2010 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.  (This means
                  that each Calculation Period for the Fixed Amount will have 30
                  days,
                  except for the Initial Calculation Period, which will commence
                  on October
                  17, 2007 and end on and excluding November 15, 2007.)

              	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                 

              	
                Fixed
                  Rate:

              	
                5.17%

              	 
	 	
                 

              	 	 
	 	
                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:

              	
                To
                  be determined on October 15, 2007 (excluding spread)

              	 
	 	 	 	 
	 	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA.

              	 
	 	
                 

              	 	 
	 	
                Designated
                  Maturity:

              	
                One
                  month.

              	 
	 	
                 

              	 	 
	 	
                Spread:

              	
                Plus
                  0.33%

              	 
	 	
                 

              	 	 
	 	
                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.

              	 
	 	 	 	 
	 	
                Miscellaneous:

              	 	 
	 	 	 	 
	 	
                Calculation
                  Agent:

              	
                Party
                  B

              	 
	 	 	 	 
	 	
                Office:

              	
                For
                  the purposes of this Transaction, Party A is not a Multibranch
                  Party, and
                  the Office of Party B is its Head Office.

              	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
               

            	 3.  Account
              Details	 
	 	
               

            	 
	 	
              Payments
                to Party A:

            	
              JPMorgan
                Chase Bank, New York

            
	 	 	
              ABA
                # 021000021

            
	 	 	
              A/C
                of Lehman Brothers Special Financing Inc.

            
	 	
               

            	
              A/C
                # 066-143543

            
	 	 	 
	 	
              Payments
                to Party B:

            	
              The
                Bank of New York

            
	 	 	
              ABA
                # 021000018

            
	 	 	
              Acct
                #  111-565

            
	 	 	
              Attn:  John
                Rooney

            
	 	 	
              For
                further credit to:  Ford Credit Auto Owner Trust 2007-B
                Collection Acct TAS #87494

            
	 	 	 
	 	
              Party
                A Operations

            	
              Settlements

            
	 	
              Contact:

            	
              Fax:
                212-526-0200

            
	 	 	 
	 	
              Party
                B Operations

            	 
	 	
              Contact:

            	
              Ford
                Credit Auto Owner Trust 2007-B

            
	 	 	
              c/o
                U.S. Bank Trust National Association, as Owner Trustee

            
	 	 	
              300
                Delaware Avenue, Ninth Floor

            
	 	 	
              Wilmington,
                Delaware 19801

            
	 	 	
              Attn:  Corporate
                Trust Administration

            
	 	 	
              Telephone:
                (302) 552-3102

            
	 	 	
              Fax:  (302)
                552-3129

            
	 	 	 
	 	
               

            	
              with
                copies to:

            
	 	 	 
	 	 	
              The
                Bank of New York,

            
	 	 	
                 as
                Indenture Trustee for

            
	 	 	
                 Ford
                Credit Auto Owner Trust 2007-B

            
	 	 	
              101
                Barclay Street

            
	 	 	
              Floor
                8 West

            
	 	 	
              New
                York, New York 10286

            
	 	 	
              Attn:
                Structured Finance Services -

            
	 	 	
              Asset
                Backed Securities, Ford 2007-B

            
	 	 	
              Telephone:
                (212) 815-4389

            
	 	 	
              Fax:  (212)
                815-2493;

            
	 	 	 
	 	 	
              and

            
	 	 	 
	 	 	
              Ford
                Motor Credit Company LLC

            
	 	 	
              c/o
                Ford Motor Company

            
	 	 	
              WHQ,
                One American Road

            
	 	 	
              Suite
                801-C1

            
	 	 	
              Dearborn,
                Michigan 48126

            
	 	 	
              Attention:  Securitization
                Operations Supervisor

            
	 	 	
              Telephone:
                (313) 206-5899

            
	 	 	
              Fax:
                (313) 390-4133

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 2007-B

            	 
	 	 	 	 	 
	 	
              By:

            	
              U.S.
                BANK TRUST NATIONAL ASSOCIATION, 

            	 
	 	 	 	
              not
                in its individual capacity

            	 
	 	 	 	
              but
                solely as Owner Trustee

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/
                Nicole Poole

            	 	 
	 	 	
              Name:  Nicole
                Poole 

            	 
	 	 	
              Title:   
                Vice President 

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              LEHMAN
                BROTHERS SPECIAL FINANCING INC.

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/
                Anatoly Kozlov

            	 	 
	 	 	
              Name:  Anatoly
                Kozlov 

            	 
	 	 	
              Title: 

            	 


    

    


    


    


    [SIGNATURE
      PAGE FOR CLASS A-2b FRONT END SWAP CONFIRM]