Exhibit 10.1


                                    SCHEDULE
                                     to the
                             ISDA Master Agreement

                          dated as of January 8, 2002

                                    between
                    CREDIT SUISSE FIRST BOSTON INTERNATIONAL
                                  ("Party A")
                                      and
                      FORD CREDIT AUTO OWNER TRUST 2002-A
                                  ("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 apply to Party A and to Party B;
        provided, however, that with respect to Party B, only the occurrence of
        an Event of Default as defined in Section 5.1(i) or 5.1(ii) of the
        Indenture which results in the sale of the Indenture Trust Estate will
        constitute an Event of Default under Section 5(a)(vi).

        With respect to Party A, "Specified Indebtedness" will have the meaning
        specified in Section 14 of this Agreement. "Threshold Amount" means, in
        respect of Party A, an amount equal to $100,000,000.

(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 A fails to replace itself pursuant to Part 5(a)(i), and
        Party B enters 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 Agree ment) 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 entering into each Transaction in the ordinary course of its trade
        as, and is, a recognized bank under the laws of the United Kingdom and
        it will bring into account payments made and received in respect of each
        Transaction in computing its income for United Kingdom 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-8-ECI to be delivered by Party A, and Form W-9 to be delivered
        by and Party B.

(b)     Other documents to be delivered are:

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

<S>                             <C>                             <C>                             <C>
Party A and Party B             Annual audited financial        Promptly after request,         Applicable
                                statements prepared in accor-   after such documents
                                dance with generally            become publicly avail-
                                accepted accounting princi-     able.
                                ples in the country in which
                                the party is organized.

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

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

Part 4. Miscellaneous

(a)     Addresses for Notices: For the purpose of Section 12(a) of this
        Agreement:

        TO PARTY A:

        (1)     Credit Suisse First Boston International
                One Cabot Square
                London E14 4QJ
                England
                Attention:  (1) Head of Credit Risk Management
                            (2) Managing Director-Operations Department
                            (3) Managing Director-Legal Department

        (2)     For the purposes of facsimile notices or communications
                under this Agreement (other than a notice or
                communication under Section 5 or 6);

                Facsimile No: 020 7888 2686
                Attention: Managing Director-Legal Department

        TO PARTY B:

                The Bank of New York,
                as Owner Trustee for
                Ford Credit Auto Owner Trust 2002-A
                101 Barclay Street
                New York, New York 10286
                Attention: Asset-Backed Finance Unit

                with a copy to:

                JPMorgan Chase Bank,
                as Indenture Trustee for
                Ford Credit Auto Owner Trust 2002-A
                450 West 33rd Street
                New York, New York 10001
                Attention: Michael A. Smith
                Tel.: (212) 946-3346
                Fax: (212) 946-8302

                and with a copy to

                Ford Motor Credit Company
                Ford Motor Company
                World Headquarters
                One American Road
                Suite 1034-A1
                Dearborn, MI 48126
                Office of the General Counsel
                Attention of the Secretary
                Fax: (313) 594-7742

(b)     Process Agent. For the purpose of Section 13(c) of this Agreement:

        Party A appoints as its
              Process Agent:    Credit Suisse First Boston Corporation
                                Eleven Madison Avenue
                                New York, New York 10010
                                (Attention:   General Counsel, Legal
                                              and Compliance Department)

        Party B appoints as its
             Process Agent:     Party B.

(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: Not Applicable
        Party B: Not Applicable

(g)     Credit Support Provider.

        Party A: Not Applicable
        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 (without reference to
        its choice of law doctrine).

(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.

(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 short-term unsecured and unsubordinated debt rating is
        withdrawn or reduced below "A-1" by S&P, (x) Party A's long- or
        short-term unsecured and unsubordinated debt rating is withdrawn or
        reduced below "Aa3"/"P-1" by Moody's, (y) Party A's long-term unsecured
        and unsubordinated debt rating is withdrawn or reduced below "AA-" by
        Fitch (such rating thresholds, "Approved Rating Thresholds") or (z) any
        Rating Agency gives notice to Party B, the Indenture Trustee or the
        Administrator that the credit support, if any, 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 the
        immediately prior ratings of each Class of Notes issued by Party B 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 Agree ment 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
        paragraph 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, Class C Certificates 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, ar rangement,
        insolvency or liquidation proceedings, or other proceedings under the
        laws of any jurisdiction. The provisions of this paragraph shall survive
        the termination of this Agreement.

(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 obliga tions 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 Distribution
        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
        Distribution 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 Swap Dealers 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)     Additional Definitions.

        "Administration Agreement" shall mean the administration agreement
(including Appendix A thereto) dated as of January 1, 2002, as amended,
supplemented or otherwise modified and in effect, by and among Party B, Ford
Motor Credit Company and JPMorgan Chase Bank.

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

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

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

        "Closing Date" shall mean January 16, 2002.

        "Distribution 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 February 15, 2002.

        "FCAR Two LLC" shall mean Ford Credit Auto Receivables Two LLC.

        "Fitch" means Fitch, Inc.

        "Indenture" shall mean the indenture dated as of January 1, 2002
(including Appendix A thereto), as amended, supplemented or otherwise modified
and in effect, between Party B and JP Morgan Chase Bank, 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 Indenture for the benefit of the Noteholders and the Swap
Counterparties (including, without limitation, all property and interests
granted to the Indenture Trustee), including all proceeds thereof.

        "Indenture Trustee" shall mean JPMorgan Chase Bank 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 and the Class B Notes issued by Party B
pursuant to the Indenture.

        "Owner Trustee" shall mean The Bank of New York, as owner trustee under
the Trust Agreement.

        "Purchase Agreement" shall mean the purchase agreement (including
Appendix A thereto) dated as of January 1, 2002, 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, Class C Certificates
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
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 January 1, 2002, 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.

        "Swap Counterparties" means Credit Suisse First Boston International and
any other institution becoming a successor or replacement under this Agreement.

        "Trust Agreement" shall mean the Amended and Restated Trust Agreement
(including Appendix A thereto), dated as of December 1, 2001, as amended,
supplemented or otherwise modified and in effect, by and among FCAR Two LLC,
the Bank of New York (Delaware), as Delaware Trustee and The Bank of New York,
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.


<TABLE>
<CAPTION>

<S>                                             <C>                             <C>
FORD CREDIT AUTO OWNER TRUST                    CREDIT SUISSE FIRST BOSTON
2002-A                                          INTERNATIONAL

By: THE BANK OF NEW YORK,
    not in its individual capacity
    but solely as Owner Trustee

By: /s/ John Bobko                              By: /s/ Helen Wen               By: /s/ Priscilla Morales
Name:  John Bobko                               Name:  Helen Wen                Name:  Priscilla Morales
Title: Assistant Treasurer                      Title: Authorized Signatory     Title: Authorized Signatory

Date: January 16, 2002                          Date: January 16, 2002          Date: January 16, 2002



                                                By:___________________________
                                                Name:
                                                Title:

                                                Date: January 16, 2002
</TABLE>

<PAGE>

EXHIBIT A - Form of Confirmation

                                                [Date]


To:             CREDIT SUISSE FIRST BOSTON INTERNATIONAL
Contact:        [ ]
                Tel:
                Fax:

From:           FORD CREDIT AUTO OWNER TRUST 2002-A
Contact:        [ ]
                Tel:
                Fax:

                Re:   Interest Rate Swap Reference No. [ ]

Ladies and Gentlemen:

        The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Credit Suisse First
Boston International ("Party A") and Ford Credit Auto Owner Trust 2002-A
("Party B") on the Trade Date listed below (the "Transaction"). This letter
constitutes a "Confirmation" as referred to in the ISDA Agreement specified
below.

        The definitions and provisions contained in the 2000 ISDA Definitions
(as published by the International Swap Dealers Association, Inc.) are
incorporated into this Confirmation. For these purposes, all references in those
Definitions to a "Swap Transaction" shall be deemed to apply to the Transactions
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
Master Agreement dated as of January , 2002, as amended and supplemented from
time to time (the "Agreement") between you and us. All provisions contained in
the Agreement govern this Confirmation except as expressly modified below. Other
capitalized terms used herein and not otherwise defined shall 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:                Credit Suisse First Boston International

        Party B:                Ford Credit Auto Owner Trust 2002-A.

        Trade Date:             [ ].

        Effective Date:         [ ].

        Notional Amount:        The Notional Amount initially shall equal [ ]
                                and shall decrease by an amount equal to the
                                amount of the reduction in the aggregate
                                principal balance of the Class [A-2b Notes]
                                [A-3b Notes] on each Distribution Date.
                                Decreases in the Notional Amount with respect
                                to the calculation of Fixed Amounts shall take
                                effect as of the Period End Date occurring in
                                the month of the Distribution Date. Party B
                                shall determine the Notional Amount and shall
                                inform Party A of such determination by the
                                twelfth day of each calendar month.

        Termination Date:       The earlier of [ ] and the date the aggregate
                                outstanding principal balance of the Class
                                [A-2b][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.

           Fixed Rate:          [ ]%

           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:              [ ]% (excluding spread)

           Floating Rate Option: USD-LIBOR-BBA.

           Designated Maturity: One month.

           Spread:              [ ]%

           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:            ABA#:
                                Account#:

Payments to Party B:            JPMorgan Chase Bank
                                ABA#: 021000021
                                Account#:
                                Account Name: Collection Account
                                Ref: Ford 2002-A

Party A Operations
Contact:

                                Attention:
                                Tel:

Party B Operations
Contact:                        JPMorgan Chase Bank
                                Corporate Trust Administration
                                450 West 33rd Street, 14th Floor
                                New York, New York 10001
                                Attention: Michael A. Smith
                                Tel: (212) 946-3346
                                Fax: (212) 946-8302
<PAGE>

        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 2002-A

                        By:     THE BANK OF NEW YORK,
                                not in its individual capacity
                                but solely as Owner Trustee

                        By:
                                --------------------------------------
                                Name:
                                Title:

                        CREDIT SUISSE FIRST BOSTON INTERNATIONAL

                        By:
                                --------------------------------------
                                Name:
                                Title:
<PAGE>




                                                January 8, 2002


To:             CREDIT SUISSE FIRST BOSTON INTERNATIONAL
Contact:        Customer Service Group
                Tel:212-325-8679
                Fax:212-325-8713

From:           FORD CREDIT AUTO OWNER TRUST 2002-A
Contact:        Michael A. Smith
                Tel:212-946-3346
                Fax:212-946-8302

                Re:   Interest Rate Swap Reference No. 6573417/V/NY

Ladies and Gentlemen:

        The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Credit Suisse First
Boston International ("Party A") and Ford Credit Auto Owner Trust 2002-A
("Party B") on the Trade Date listed below (the "Transaction"). This letter
constitutes a "Confirmation" as referred to in the ISDA Agreement specified
below.

        The definitions and provisions contained in the 2000 ISDA Definitions
(as published by the International Swap Dealers Association, Inc.) are
incorporated into this Confirmation. For these purposes, all references in those
Definitions to a "Swap Transaction" shall be deemed to apply to the Transactions
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
Master Agreement dated as of January 8, 2002, as amended and supplemented from
time to time (the "Agreement") between you and us. All provisions contained in
the Agreement govern this Confirmation except as expressly modified below. Other
capitalized terms used herein and not otherwise defined shall 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:                Credit Suisse First Boston International

        Party B:                Ford Credit Auto Owner Trust 2002-A.

        Trade Date:             January 8, 2002.

        Effective Date:         January 16, 2002.

        Notional Amount:        The Notional Amount initially shall equal
                                USD 1,740,000,000 and shall decrease by an
                                amount equal to the amount of the reduction in
                                the outstanding aggregate principal
                                balance of the Class A-3b Notes on each
                                Distribution Date,  while the
                                calculation of the Fixed Rate Payer
                                Payment Amount and the Floating Rate Payer
                                Payment Amount for such period shall
                                be made on the Notional Amount
                                prior to such reduction. Decreases in the
                                Notional Amount with respect to the
                                calculation of Fixed Amounts shall take
                                effect as of the Period End Date occurring in
                                the month of the Distribution Date. Party B
                                shall determine the Notional Amount and shall
                                inform Party A of such determination by the
                                twelfth day of each calendar month
                                using the aggregate outstanding principal
                                balance for the Notes prior to giving effect
                                to any payments of principal of Notes
                                on the following Distribution Date,
                                as shown in the Servicer's Certificate.

        Termination Date:       The earlier of January 15, 2006 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.

           Fixed Rate:          3.4965%

           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:              1.74125% (excluding spread)

           Floating Rate Option: USD-LIBOR-BBA.

           Designated Maturity: One month.

           Spread:              0.12%

           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:            Bank of New York
                                SWIFT IRV TUS3N
                                For favour Credit Suisse First Boston
                                International
                                London
                                Account#:8900360968

Payments to Party B:            JPMorgan Chase Bank
                                ABA#:021000021
                                Account#:507951883
                                Account Name: Ford Incoming Wire Account
                                Ref: 161319.1  Ford 2002-A Collection Account

Party A Operations
Contact:

                                Attention: Customer Services Group
                                Tel: 212-325-8679/212-325-7061
                                Fax: 212-325-8173

Party B Operations
Contact:                        JPMorgan Chase Bank
                                Corporate Trust Administration
                                450 West 33rd Street, 14th Floor
                                New York, New York 10001
                                Attention: Michael A. Smith
                                Tel: (212) 946-3346
                                Fax: (212) 946-8302

Credit Suisse First Boston International is regulated by The Financial Services
Authority and has entered into this transaction as principal. The time at which
the above transaction was executed will be notified to Party B on request.


<PAGE>

        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 2002-A

                        By:     THE BANK OF NEW YORK,
                                not in its individual capacity
                                but solely as Owner Trustee

                        By:
                                --------------------------------------
                                Name:
                                Title:

                        CREDIT SUISSE FIRST BOSTON INTERNATIONAL
                        By its Agent: CREDIT SUISSE FIRST BOSTON CORPORATION

                        By:
                                --------------------------------------
                                Name:
                                Title:


<PAGE>




                                                January 8, 2002


To:             CREDIT SUISSE FIRST BOSTON INTERNATIONAL
Contact:        Customer Service Group
                Tel:212-325-8679
                Fax:212-325-8713

From:           FORD CREDIT AUTO OWNER TRUST 2002-A
Contact:        Michael A. Smith
                Tel:212-946-3346
                Fax:212-946-8302

                Re:   Interest Rate Swap Reference No. 6573418/V/NY

Ladies and Gentlemen:

        The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Credit Suisse First
Boston International ("Party A") and Ford Credit Auto Owner Trust 2002-A
("Party B") on the Trade Date listed below (the "Transaction"). This letter
constitutes a "Confirmation" as referred to in the ISDA Agreement specified
below.

        The definitions and provisions contained in the 2000 ISDA Definitions
(as published by the International Swap Dealers Association, Inc.) are
incorporated into this Confirmation. For these purposes, all references in those
Definitions to a "Swap Transaction" shall be deemed to apply to the Transactions
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
Master Agreement dated as of January 8, 2002, as amended and supplemented from
time to time (the "Agreement") between you and us. All provisions contained in
the Agreement govern this Confirmation except as expressly modified below. Other
capitalized terms used herein and not otherwise defined shall 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:                Credit Suisse First Boston International

        Party B:                Ford Credit Auto Owner Trust 2002-A.

        Trade Date:             January 8, 2002.

        Effective Date:         January 16, 2002.

        Notional Amount:        The Notional Amount initially shall equal
                                USD 1,550,000,000 and shall decrease by an
                                amount equal to the amount of the reduction in
                                the aggregate outstanding principal
                                balance of the Class A-2b Notes on each
                                Distribution Date,  while the
                                calculation of the Fixed Rate Payer
                                Payment Amount and the Floating Rate Payer
                                Payment Amount for such period shall
                                be made on the Notional Amount
                                prior to such reduction. Decreases in the
                                Notional Amount with respect to the
                                calculation of Fixed Amounts shall take
                                effect as of the Period End Date occurring in
                                the month of the Distribution Date. Party B
                                shall determine the Notional Amount and shall
                                inform Party A of such determination by the
                                twelfth day of each calendar month
                                using the aggregate outstanding principal
                                balance for the Notes prior to giving effect
                                to any payments of principal of Notes
                                on the following Distribution Date,
                                as shown in the Servicer's Certificate.

        Termination Date:       The earlier of May 15, 2004 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.

           Fixed Rate:          2.4265%

           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:              1.74125% (excluding spread)

           Floating Rate Option: USD-LIBOR-BBA.

           Designated Maturity: One month.

           Spread:              0.10%

           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:            Bank of New York
                                SWIFT IRV TUS3N
                                For favour Credit Suisse First Boston
                                International
                                London
                                Account#:8900360968

Payments to Party B:            JPMorgan Chase Bank
                                ABA#:021000021
                                Account#:507951883
                                Account Name: Ford Incoming Wire Account
                                Ref: 161319.1  Ford 2002-A Collection Account

Party A Operations
Contact:

                                Attention: Customer Services Group
                                Tel: 212-325-8679/212-325-7061
                                Fax: 212-325-8173

Party B Operations
Contact:                        JPMorgan Chase Bank
                                Corporate Trust Administration
                                450 West 33rd Street, 14th Floor
                                New York, New York 10001
                                Attention: Michael A. Smith
                                Tel: (212) 946-3346
                                Fax: (212) 946-8302

Credit Suisse First Boston International is regulated by The Financial Services
Authority and has entered into this transaction as principal. The time at which
the above transaction was executed will be notified to Party B on request.


<PAGE>

        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 2002-A

                        By:     THE BANK OF NEW YORK,
                                not in its individual capacity
                                but solely as Owner Trustee

                        By:
                                --------------------------------------
                                Name:
                                Title:

                        CREDIT SUISSE FIRST BOSTON INTERNATIONAL
                        By its Agent: CREDIT SUISSE FIRST BOSTON CORPORATION

                        By:
                                --------------------------------------
                                Name:
                                Title: