ex10_3.htm


    
      

    

    Exhibit
      10.3

     

    
      January
        23, 2008

       

      
        	
                To:

              	
                The
                  Royal Bank of Scotland plc
                  (“RBS”)

              
	 	 
	
                cc:

              	
                Greenwich
                  Capital Markets,
                  Inc.

              
	 	
                600
                  Steamboat
                  Road

              
	 	
                Greenwich,
CT 06830

              
	 	
                Attn:  Melizza Stotler

              
	 	
                Tel:
                  (203)
                  618-2576

              
	 	
                Fax:
                  (203)
                  618-2580

              
	 	 
	
                From:

              	
                FORDCREDIT
AUTOOWNER
                  TRUST
                  2008-A

              
	 	
                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

              
	 	 
	 	
                Re:  Interest
                  Rate Swap Reference No
                  D16589977.FRONT

              


      

      


      Ladies
        and
        Gentlemen:

      


      The
        purpose of this letter agreement is
        to confirm the terms and conditions of the Swap Transaction entered into
        between
RBS (“Party A”) and Ford
        Credit Auto Owner Trust 2008-A (“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 2006 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 January
        23, 2008, 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:

              	
                RBS

              
	 	 
	
                Party
                  B:

              	
                Ford
                  Credit Auto Owner Trust 2008-A

              
	 	 
	
                Trade
                  Date:

              	
                January
                  15, 2008.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 
	 	
                Effective
                  Date:

              	
                January
                  23, 2008.

              
	 	 	 
	 	
                Notional
                  Amount:

              	
                For
                  the first Calculation Period (from and including, January 23, 2008,
                  to but
                  excluding February 15, 2008), the Notional Amount of this Transaction
                  for
                  purposes of calculating payments due by either party on the first
                  Payment
                  Date will be $710,400,000.00.  With respect to any subsequent
                  Calculation Period up through and including the Calculation Period
                  ending
                  on but excluding July 15, 2010, the Notional Amount will be the
                  Note
                  Balance of the Class A-2 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-2 Notes prior to giving effect
                  to any
                  payments of principal of Class A-2 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, 2010, and the date the aggregate outstanding
                  principal
                  balance of the Class A-2 Notes has been reduced to
                  zero.

              
	 	 	 
	 	
                Fixed
                  Amounts

              	 
	 	 	 
	 	
                Fixed
                  Rate Payer:

              	
                Party
                  B.

              
	 	 	 
	 	
                
                  Fixed
                    Rate PayerPayment
                    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 January
                  23, 2008, and end on and excluding February 15, 2008.)

              
	 	 	 
	 	
                Fixed
                  Rate:

              	
                3.8425%

              
	 	 	 
	 	
                Fixed
                  Rate Day Count Fraction:

              	
                30/360

              
	 	 	 
	 	
                Floating
                  Amounts

              	 
	 	 	 
	 	
                Floating
                  Rate Payer:

              	
                Party
                  A.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      
        	 	 	 
	 	 	 
	 	
                Floating
                  Rate Payer Payment Dates:

              	
                The
                  15th
                  day of each calendar month, subject to adjust­ment in accordance with
                  the Following Business Day Convention.

              
	 	 	 
	 	
                Floating
                  Rate for Initial Calculation Period:

              	
                To
                  be determined by Linear Interpolation of 2 Week LIBOR and 1 Month
                  LIBOR on
                  January 21, 2008 (excluding spread)

              
	 	 	 
	 	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA.

              
	 	 	 
	 	
                Designated
                  Maturity:

              	
                One
                  month.

              
	 	 	 
	 	
                Spread:

              	
                Plus
                  0.60%

              
	 	
                 

              	 
	 	
                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:

              	
                The
                  Royal Bank of Scotland Financial Markets Fixed Income and Interest
                  Rate
                  Derivative Operations

              
	 	 	 
	 	 	
                London
                  SWIFT RBOSGB2RTCM

              
	 	 	
                with
                  JPMorgan Chase Bank New York CHASUS33

              
	 	 	
                ABA
                  # 021000021

              
	 	 	
                Account
                  Number 400930153

              
	 	 	 
	 	
                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 2008-A
                  Collection Acct TAS #879524

              
	 	 	 
	 	
                Party
                  A Operations

              	 


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      
        	 	
                Contact:

              	
                RBS
                  Financial Markets

              
	 	 	
                Level
                  4

              
	 	 	
                135
                  Bishopsgate

              
	 	 	
                London,
                  EC2M 3UR

              
	 	 	
                Attention:
                  Swaps Administration

              
	 	 	
                Fax:
                  020 7085 5050

              
	 	 	
                Phone:
                  020 7085 5000

              
	 	 	 
	 	 	 
	 	
                Party
                  B Operations Contact:

              	
                Ford
                  Credit Auto Owner Trust 2008-A

              
	 	 	
                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 2008-A

              
	 	 	
                101
                  Barclay Street

              
	 	 	
                Floor
                  8 West

              
	 	 	
                New
                  York, New York 10286

              
	 	 	
                Attn:
                  Structured Finance Services -

              
	 	 	
                Asset
                  Backed Securities, Ford 2008-A

              
	 	 	
                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

              


      

      


      4.
        Agency
        Role of Greenwich Capital Markets, Inc.  This Transaction has been
        entered into by Greenwich Capital Markets, Inc., as agent for The Royal Bank
        of
        Scotland plc.  Greenwich Capital Markets, Inc. has not guaranteed and
        is not otherwise responsible for the obligations of Party A under this
        Transaction.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      Please
        confirm that the foregoing
        correctly sets forth the terms of our agreement by executing this Confirmation
        and returning it to us.

       

      
        	 	
                Best
                  Regards,

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                FORD
                  CREDIT AUTO OWNER TRUST 2008-A

              	 
	 	 	 	 	 
	 	
                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

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                THE
                  ROYAL BANK OF SCOTLAND PLC

              	 
	 	 	 	 	 
	 	
                By:     

              	Greenwich
                Capital Markets, Inc., its agent	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                 

              	
                By:

              	
                /s/
                  Deborah Pfeifer

              	 
	 	
                 

              	
                Name:

              	
                Deborah
                  Pfeifer

              	 
	 	
                 

              	
                Title:

              	
                Vice
                  President

              	 


      

      


       

      


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