ex10_5.htm


    
      

    

    Exhibit
      10.5

     

    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: 1675395L / Effort ID: N1670139 / Global Deal
        ID: 3413467

       

      
        

      

      


      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 $80,000,000.  With respect to any subsequent
                  Calculation Period up through and including the Calculation Period
                  ending
                  on but excluding July 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 July 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 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:

              	
                5.18%

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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
                  0.38%

              


      

      


      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-4b FRONT END SWAP CONFIRM]