Unassociated Document


    
      

    

    Exhibit
      10.4

    
       

      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:                    
        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

      Attention:
        Corporate Trust
        Department

      Telephone:  (302)
        552-3200

      Facsimile:  (302)
        552-3129

      


      Re:
Interest
        Rate Swap Reference
        No D16590249.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 $225,000,000.00. With respect to any subsequent Calculation
                  Period up through and including the Calculation Period ending on
                  but
                  excluding April 15, 2012, the Notional Amount will be the Note
                  Balance of
                  the Class A-3b 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-3b Notes prior to giving effect to any payments of
                  principal
                  of Class A-3b 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 April 15, 2012, 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 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:

              	
                3.90%
                  

              


      

      


      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 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
                  0.80% 

              


      

      


      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


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                 

              	
                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.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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-3B FRONT END SWAP CONFIRM]