ISDA Confirm


     

      
        

      

    

     

    February
      14, 2006

     

    
      	
              To:

            	
              THE
                ROYAL
                BANK OF SCOTLAND PLC

            


    

    Financial
      Markets

    280
      Bishopsgate

    London
      EC2M 4RB

    Attention:
      Confirmations Team

    Email:
      confirmations@rbos.com

    


    
      	
              From:

            	
              FORD
                CREDIT AUTO OWNER TRUST 2006-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. 9380

     

    Ladies
      and Gentlemen:

    


    The
      purpose of this letter agreement is to confirm the terms and conditions of
      the
      Swap Transaction entered into between The
      Royal
      Bank of Scotland plc (“Party A”) and Ford Credit Auto Owner Trust 2006-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 2000 ISDA Definitions (as published
      by the International Swaps and Derivatives Association, Inc.) are incorporated
      into this Confirmation. For these purposes, all references in those Definitions
      to a “Swap Transaction” will be deemed to apply to the Transaction referred to
      herein. In the event of any inconsistency between those Definitions and this
      Confirmation, this Confirmation will govern.

    


    1.
      This
      Confirmation supplements, forms part of, and is subject to, the ISDA Master
      Agreement and the Schedule thereto, both dated as of February
      14, 2006, 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 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: The
      Royal
      Bank of Scotland plc.

    


    Party
      B: Ford
      Credit Auto Owner Trust 2006-A.

    


    Trade
      Date: February
      14, 2006.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              Effective
                Date:

            	
              February
                22, 2006.

            


    

    


    
      	 	
              Notional
                Amount:

            	
              For
                the first Calculation Period (from and including, February 22, 2006
                to but
                excluding March 15, 2006), the Notional Amount of this Transaction
                for
                purposes of calculating payments due by either party on the first
                Payment
                Date will be $549,951,000. With respect to any subsequent Calculation
                Period up through and including the Calculation Period ending on
                but
                excluding September 15, 2008, the Notional Amount will be the Note
                Balance
                of the Class A-2b 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-2b Notes prior to giving effect to any payments of principal
                of
                Class A-2b Notes on the following Payment Date, as shown in the Servicer's
                monthly investor report relating to such Payment
                Date.

            


    

    


    
      	
            	TerminationDate:	
              The
                earlier of September 15, 2008 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 adjust-ment in accordance
                with the
                Following Business Day Convention.

            


    

    


    
      	 	
              Period
                End Date:

            	
              The
                15th
                day of each calendar month, with No Adjust-ment. (This means that
                each
                Calculation Period for the Fixed Amount will have 30 days, except
                for the
                Initial Calculation Period, which will commence on February 22, 2006
                and
                end on and excluding March 15,
                2006.)

            


    

    


    
      	 	
              Fixed
                Rate:

            	
              5.025%

            


    

    


    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 adjust-ment in accordance
                with the
                Following Business Day Convention. 

            


    

     

    Floating
      Rate for 

    Initial
      Calculation

    
      	 	
              Period:

            	
              4.57%
                (excluding spread)

            


    

    


    
      	 	
              Floating
                Rate Option:

            	
              USD-LIBOR-BBA.

            


    

    


    
      	 	
              Designated
                Maturity:

            	
              One
                month. 

            


    

    


    
      	 	
              Spread:

            	
              Plus
                .01%

            


    

    


    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:	
              JPMorgan
                Chase Bank,  New
                York

            


    

    ABA
      #
      021000021

    Acct#:
      400930153

    Agent
      Swift Address: CHASUS33

    Favor:
      Royal Bank of Scotland Financial Markets

    Fixed
      Income and Interest Rate Derivate Operations London

    (RBS
      FM
      FI & IRD Ops Ldn)

     

    
      	 	
              Payments
                to Party B:

            	
              The
                Bank of New York

            


    

    ABA
      #
      021000018

    Acct
      #
111-565
      

    Attn:
      John Bobko

    For
      further credit to: Ford Credit Auto Owner Trust 2006-A Collection Acct TAS
      #879412

     

    Party
      A
      Operations 

    
      	 	
              Contact:

            	
              Melizza
                Stotler 

            


    

    RBS
      Greenwich Capital

    600
      Steamboat Road

    Greenwich
      CT 06830

    Telephone:
      (203) 618 2525

    Fax:
      (203) 618-2580

    gcmderivatives@rbsgc.com


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    Party
      B
      Operations 

    
      	 	
              Contact:

            	
              Ford
                Credit Auto Owner Trust 2006-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 2006-A

    101
      Barclay Street 

    Floor
      8
      West

    New
      York,
      New York 10286

    Attn:
      Structured Finance Services - 

    Asset
      Backed Securities, Ford 2006-A

    Telephone:
      (212) 815-4389

    Fax:
      (212) 815-2493; 

    


    and

    


    Ford
      Motor Credit Company 

    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

     

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        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 2006-A

            
	 	 	 
	
              By:
                

            	
              U.S.
                BANK TRUST NATIONAL ASSOCIATION,

            
	 	
              not
                in its individual capacity 

            
	 	
              but
                solely as Owner Trustee

            
	 	 	 
	 	 	 
	 	
              By: 

            	
              /s/
                Barbara A. Nastro

            
	 	
              Name:  
                 Barbara A. Nastro

            
	 	
              Title:   
                  Vice President

            
	 	 	 
	 	 	 
	
              THE
                ROYAL BANK OF SCOTLAND PLC 

            
	 	 	 
	
              By: 
                GREENWICH CAPITAL MARKETS, INC., 

            
	
              its
                agent

            
	 	 	 
	 	 	 
	 	
              By: 

            	
              /s/
                William Gougherty

            
	 	
              Name:    
                William J. Gougherty

            
	 	
              Title:      
                Vice President

            


    

     

     

     

    


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