Exhibit 10.1



                                    SCHEDULE
                                     to the
                              ISDA Master Agreement

                           dated as of March 13, 2003

                                     between
                      MORGAN STANLEY CAPITAL SERVICES INC.
                                   ("Party A")
                                       and
                       FORD CREDIT AUTO OWNER TRUST 2003-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 US Person for federal income tax purposes.


         (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:

<TABLE>
<CAPTION>


<S>                         <C>                                <C>                            <C>
Party required to            Form/Document/                     Date by which to be            Section 3(d)
deliver document             Certificate                        delivered                      Representation


                             Annual     audited      financial
                             statements  for  such  party,  if
                             available  (or  in  the  case  of
                             Party  A, its  corporate  parent)
Party A and Party B          prepared   in   accordance   with  Promptly    after    request,
                             generally   accepted   accounting  after such  documents  become
                             principles   in  the  country  in  publicly available.            Applicable
                             which the party is organized


                             Certificate  or  other  documents
                             evidencing  the  authority of the
                             party    entering    into    this
                             Agreement or a  Confirmation,  as  At or promptly  following the
Party A and Party B          the   case   may  be,   including  execution of this  Agreement,
                             copies of any  board  resolutions  and,  if  a  Confirmation  so
                             and  appropriate  certificates of  requires  it,  on  or  before  Applicable
                             incumbency  as  to  the  officers  the date set forth therein.
                             executing such documents.


                                                                At or promptly  following the
                             Opinions  of  counsel in form and  execution of this  Agreement,
Party A and Party B          substance   acceptable   to   the  and,  if  a  Confirmation  so  Not Applicable
                             other party.                       requires  it,  on  or  before
                                                                the date set forth therein.


                                                                To be made  available on Ford
Party B                      Monthly investor reports           Credit's website.
                                                                                               Not Applicable

</TABLE>

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:

                           Morgan Stanley Capital Services Inc.
                           1585 Broadway
                           New York, NY 10036
                           Attn:  Chief Legal Officer
                           Fax:   212-507-4622

                  with a copy to:

                           Morgan Stanley
                           750 7th Avenue
                           11th Floor
                           New York, NY 10019
                           Attn: Betty Tan
                           Phone:   212-762-2876
                           Fax:     212-507-3685


                      (2) TO PARTY B:

                                    Wachovia Bank of Delaware, National
                                      Association,
                                    as Owner Trustee for
                                    Ford Credit Auto Owner Trust 2003-A
                                    One Rodney Square
                                    920 King Street
                                    Wilmington, Delaware 19801
                                    Attn:  Corporate Trust Administration,
                                           Amy Martin

                           with a copy to:

                                    The Bank of New York, as Indenture Trustee
                                    for Ford Credit Auto Owner Trust 2003-A 101
                                    Barclay Street New York, New York 10286
                                    Attn: Structured Finance Services - Asset
                                    Backed Securities, Ford 2003-A Fax:
                                    212-815-2493

                           and with a copy to

                                    Ford Motor Credit Company c/o Ford Motor
                                    Company - WHQ One American Road Suite
                                    1034-A1 Dearborn, Michigan 48126 Office of
                                    the General Counsel Attention of the
                                    Secretary Fax: (313) 248-7613

(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:  Guarantee of Morgan Stanley
         Party B:  Not Applicable

(g) Credit Support Provider.

         Party A:  Morgan Stanley
         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.

(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; provided, however, that with respect to Party A, such
         definition shall be understood to exclude Morgan Stanley Derivatives
         Products Inc. for purposes of this Agreement except with respect to
         Section 3(c) of the ISDA Master 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  Credit   Support   Provider'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 (or if it has no short  term  unsecured  debt
     rating by S&P, a long term unsecured  debt rating of "A+"),  (x) either (i)
     Party A's Credit Support Provider's  long-term unsecured and unsubordinated
     debt rating is  withdrawn  or reduced  below "Aa3" by Moody's and Party A's
     Credit  Support   Provider  does  not  have  a  short-term   unsecured  and
     unsubordinated  debt  rating  of "P-1" or above or (ii)  Party  A's  Credit
     Support Provider'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
     Credit  Support  Provider'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,  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  mark-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 Credit Support  Provider'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.  Nothing herein shall prevent Party A from  participating in any
     such proceeding once commenced.

(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  Payment  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 Payment  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; provided, however, that the foregoing shall not
         relieve the Owner Trustee from any liability it might otherwise have
         under the Trust Agreement as a result of its gross negligence or
         willful misconduct.


(m)      Additional Definitions.

                  "Administration Agreement" shall mean the administration
         agreement (including Appendix A thereto) dated as of March 1, 2003, 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-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-1 Notes" means the Class B-1 Notes issued by Party B
         pursuant to the Indenture.

                  "Class B-2 Notes" means the Class B-2 Notes issued by Party B
         pursuant to the Indenture.

                  "Class C Notes" means the Class C Notes issued by Party B
         pursuant to the Indenture.

                  "Class D Certificates" means the Class D Certificates issued
         by Party B pursuant to the Trust Agreement.

                  "Closing Date" shall mean March 20, 2003.

                  "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, 2003
         (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 Counterparties (as specified in the Indenture,
         including Appendix A thereto) including, without limitation, all
         property and interests granted to the Indenture Trustee, including all
         proceeds thereof.

                  "Indenture Trustee" shall mean The Bank of New York or any
         successor or replacement thereto pursuant to the Indenture.

                  "Moody's" shall mean Moody's 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-1 Notes, the
         Class B-2 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.

                  "Payment 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, 2003.

                  "Purchase Agreement" shall mean the purchase agreement
         (including Appendix A thereto) dated as of March 1, 2003, 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 Moody's, 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
         McGraw-Hill Companies, Inc.

                  "Sale and Servicing Agreement" shall mean the sale and
         servicing agreement (including Appendix A thereto) dated as of March 1,
         2003, 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.

                  "Trust Agreement" shall mean the Amended and Restated Trust
         Agreement (including Appendix A thereto), dated as of March 1, 2003, as
         amended, supplemented or otherwise modified and in effect, by and among
         FCAR Two LLC, Wachovia Bank of Delaware, National Association, as Owner
         Trustee.


<PAGE>


             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.

MORGAN STANLEY CAPITAL SERVICES INC.        FORD CREDIT AUTO OWNER TRUST
                                            2003-B

                                            By: WACHOVIA BANK OF DELAWARE,
                                            NATIONAL ASSOCIATION
                                            not in its individual capacity
                                            but solely as Owner Trustee


By:____________________                     By:  ____________________
Name:                                       Name:
Title:                                      Title:

Date:   March 20, 2003                      Date:  March 20, 2003