exv10w1





EXHIBIT 10.1




(Multicurrency — Cross Border)










MASTER AGREEMENT




dated as of ___, 20___



[HEDGE COUNTERPARTY] and FORD CREDIT FLOORPLAN MASTER OWNER TRUST A




have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that
are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and
the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties
confirming those Transactions.




Accordingly, the parties agree as follows: —




1. Interpretation




(a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings
therein specified for the purpose of this Master Agreement.




(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and
the other provisions of this Master Agreement, the Schedule will prevail. In the event of any
inconsistency between the provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.




(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master
Agreement and all Confirmations form a single agreement between the parties (collectively referred
to as this “Agreement”), and the parties would not otherwise enter into any Transactions.




2. Obligations




(a) General Conditions.





(i) Each party will make each payment or delivery specified in each Confirmation to be made
by it, subject to the other provisions of this Agreement.




(ii) Payments under this Agreement will be made on the due date for value on that date in
the place of the account specified in the relevant Confirmation or otherwise pursuant to
this Agreement, in freely transferable funds and in the manner customary for payments in the
required currency. Where settlement is by delivery (that is, other than by payment), such
delivery will be made for receipt on the due date in the manner customary for the relevant
obligation unless otherwise specified in the relevant Confirmation or elsewhere in this
Agreement.





(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition
precedent that no Event of Default or Potential Event of Default with respect to the other
party has occurred and is continuing, (2) the condition precedent that no Early Termination
Date in respect of the relevant Transaction has occurred or been effectively designated and
(3) each other applicable condition precedent specified in this Agreement.



Copyright © 1992 by International Swap Dealers Association, Inc.




 









 








(b) Change of Account. Either party may change its account for receiving a payment or
delivery by giving notice to the other party at least five Local Business Days prior to the
scheduled date for the payment or delivery to which such change applies unless such other party
gives timely notice of a reasonable objection to such change.




(c) Netting. If on any date amounts would otherwise be payable: —





(i) in the same currency; and




(ii) in respect of the same Transaction,



by each party to the other, then, on such date, each party’s obligation to make payment of any such
amount will be automatically satisfied and discharged and, if the aggregate amount that would
otherwise have been payable by one party exceeds the aggregate amount that would otherwise have
been payable by the other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess of the larger
aggregate amount over the smaller aggregate amount.




The parties may elect in respect of two or more Transactions that a net amount will be determined
in respect of all amounts payable on the same date in the same currency in respect of such
Transactions, regardless of whether such amounts are payable in respect of the same Transaction.
The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the election, together with
the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such
Transactions from such date). This election may be made separately for different groups of
Transactions and will apply separately to each pairing of Offices through which the parties make
and receive payments or deliveries.




(d) Deduction or Withholding for Tax.





(i) Gross-Up. All payments under this Agreement will be made without any deduction or
withholding for or on account of any Tax unless such deduction or withholding is required by
any applicable law, as modified by the practice of any relevant governmental revenue
authority, then in effect. If a party is so required to deduct or withhold, then that party
(“X”) will: —




(1) promptly notify the other party (“Y”) of such requirement;




(2) pay to the relevant authorities the full amount required to be deducted or
withheld (including the full amount required to be deducted or withheld from any
additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier
of determining that such deduction or withholding is required or receiving notice
that such amount has been assessed against Y;




(3) promptly forward to Y an official receipt (or a certified copy), or other
documentation reasonably acceptable to Y, evidencing such payment to such
authorities; and




(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to
which Y is otherwise entitled under this Agreement, such additional amount as is
necessary to ensure that the net amount actually received by Y (free and clear of
Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y
would have received had no such deduction or withholding been required. However, X
will not be required to pay any additional amount to Y to the extent that it would
not be required to be paid but for: —




(A) the failure by Y to comply with or perform any agreement contained in
Section 4(a)(i), 4(a)(iii) or 4(d); or




(B) the failure of a representation made by Y pursuant to Section 3(f) to be
accurate and true unless such failure would not have occurred but for (I)
any action taken by a taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to a
party to this Agreement) or (II) a Change in Tax Law.



2









 






(ii) Liability. If: —




(1) X is required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, to make any deduction or withholding in respect of
which X would not be required to pay an additional amount to Y under Section
2(d)(i)(4);




(2) X does not so deduct or withhold; and




(3) a liability resulting from such Tax is assessed directly against X,




then, except to the extent Y has satisfied or then satisfies the liability resulting from
such Tax, Y will promptly pay to X the amount of such liability (including any related
liability for interest, but including any related liability for penalties only if Y has
failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or
4(d)).



(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party that defaults in the performance
of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be
required to pay interest (before as well as after judgment) on the overdue amount to the other
party on demand in the same currency as such overdue amount, for the period from (and including)
the original due date for payment to (but excluding) the date of actual payment, at the Default
Rate. Such interest will be calculated on the basis of daily compounding and the actual number of
days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in
respect of the relevant Transaction, a party defaults in the performance of any obligation required
to be settled by delivery, it will compensate the other party on demand if and to the extent
provided for in the relevant Confirmation or elsewhere in this Agreement.




3. Representations




Each party represents to the other party (which representations will be deemed to be repeated by
each party on each date on which a Transaction is entered into and, in the case of the
representations in Section 3(f), at all times until the termination of this Agreement) that: —




(a) Basic Representations.





(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of
its organisation or incorporation and, if relevant under such laws, in good standing;




(ii) Powers. It has the power to execute this Agreement and any other documentation
relating to this Agreement to which it is a party, to deliver this Agreement and any other
documentation relating to this Agreement that it is required by this Agreement to deliver
and to perform its obligations under this Agreement and any obligations it has under any
Credit Support Document to which it is a party and has taken all necessary action to
authorise such execution, delivery and performance;




(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or
conflict with any law applicable to it, any provision of its constitutional documents, any
order or judgment of any court or other agency of government applicable to it or any of its
assets or any contractual restriction binding on or affecting it or any of its assets;




(iv) Consents. All governmental and other consents that are required to have been obtained
by it with respect to this Agreement or any Credit Support Document to which it is a party
have been obtained and are in full force and effect and all conditions of any such consents
have been complied with; and




(v) Obligations Binding. Its obligations under this Agreement and any Credit Support
Document to which it is a party constitute its legal, valid and binding obligations,
enforceable in accordance with their respective terms (subject to applicable bankruptcy,
reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally
and subject, as to enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in equity or at law)).



3









 





(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its
knowledge, Termination Event with respect to it has occurred and is continuing and no such event or
circumstance would occur as a result of its entering into or performing its obligations under this
Agreement or any Credit Support Document to which it is a party.




(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any
of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal,
governmental body, agency or official or any arbitrator that is likely to affect the legality,
validity or enforceability against it of this Agreement or any Credit Support Document to which it
is a party or its ability to perform its obligations under this Agreement or such Credit Support
Document.




(d) Accuracy of Specified Information. All applicable information that is furnished in writing by
or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the
Schedule is, as of the date of the information, true, accurate and complete in every material
respect.




(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it
for the purpose of this Section 3(e) is accurate and true.




(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it
for the purpose of this Section 3(f) is accurate and true.




4. Agreements




Each party agrees with the other that, so long as either party has or may have any obligation under
this Agreement or under any Credit Support Document to which it is a party: —




(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under
subparagraph (iii) below, to such government or taxing authority as the other party reasonably
directs: —





(i) any forms, documents or certificates relating to taxation specified in the Schedule or
any Confirmation;




(ii) any other documents specified in the Schedule or any Confirmation; and




(iii) upon reasonable demand by such other party, any form or document that may be required
or reasonably requested in writing in order to allow such other party or its Credit Support
Provider to make a payment under this Agreement or any applicable Credit Support Document
without any deduction or withholding for or on account of any Tax or with such deduction or
withholding at a reduced rate (so long as the completion, execution or submission of such
form or document would not materially prejudice the legal or commercial position of the
party in receipt of such demand), with any such form or document to be accurate and
completed in a manner reasonably satisfactory to such other party and to be executed and to
be delivered with any reasonably required certification,



in each case by the date specified in the Schedule or such Confirmation or, if none is specified,
as soon as reasonably practicable.




(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and
effect all consents of any governmental or other authority that are required to be obtained by it
with respect to this Agreement or any Credit Support Document to which it is a party and will use
all reasonable efforts to obtain any that may become necessary in the future.




(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders
to which it may be subject if failure so to comply would materially impair its ability to perform
its obligations under this Agreement or any Credit Support Document to which it is a party.




(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section
3(f) to be accurate and true promptly upon learning of such failure.




4









 








(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon
it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is
incorporated,
organised, managed and controlled. or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”)
and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or
in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.




5. Events of Default and Termination Events




(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any
Credit Support Provider of such party or any Specified Entity of such party of any of the following
events constitutes an event of default (an “Event of Default”) with respect to such party: —





(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under
this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such
failure is not remedied on or before the third Local Business Day after notice of such
failure is given to the party;




(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or
obligation (other than an obligation to make any payment under this Agreement or delivery
under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or
obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the
party in accordance with this Agreement if such failure is not remedied on or before the
thirtieth day after notice of such failure is given to the party;




(iii) Credit Support Default.




(1) Failure by the party or any Credit Support Provider of such party to comply with
or perform any agreement or obligation to be complied with or performed by it in
accordance with any Credit Support Document if such failure is continuing after any
applicable grace period has elapsed;




(2) the expiration or termination of such Credit Support Document or the failing or
ceasing of such Credit Support Document to be in full force and effect for the
purpose of this Agreement (in either case other than in accordance with its terms)
prior to the satisfaction of all obligations of such party under each Transaction to
which such Credit Support Document relates without the written consent of the other
party; or




(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or
rejects, in whole or in part, or challenges the validity of, such Credit Support
Document;




(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or
(f)) made or repeated or deemed to have been made or repeated by the party or any Credit
Support Provider of such party in this Agreement or any Credit Support Document proves to
have been incorrect or misleading in any material respect when made or repeated or deemed to
have been made or repeated;




(v) Default under Specified Transaction. The party, any Credit Support Provider of such
party or any applicable Specified Entity of such party (1) defaults under a Specified
Transaction and, after giving effect to any applicable notice requirement or grace period,
there occurs a liquidation of, an acceleration of obligations under, or an early termination
of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice
requirement or grace period, in making any payment or delivery due on the last payment,
delivery or exchange date of, or any payment on early termination of, a Specified
Transaction (or such default continues for at least three Local Business Days if there is no
applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a
Specified Transaction (or such action is taken by any person or entity appointed or
empowered to operate it or act on its behalf);



5









 






(vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the
party, the occurrence or existence of (1) a default, event of default or other similar
condition or event (however described) in respect of such party, any Credit Support Provider
of such party or any applicable Specified Entity of such party under one or more agreements
or instruments relating to Specified Indebtedness of any of them (individually or
collectively) in an aggregate amount of not less than the applicable Threshold Amount (as
specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or
becoming capable at such time of being declared, due and payable under such agreements or
instruments, before it would otherwise have been due and payable or (2) a default by such
party, such Credit Support Provider or such Specified Entity (individually or collectively)
in making one or more payments on the due date thereof in an aggregate amount of not less
than the applicable Threshold Amount under such agreements or instruments (after giving
effect to any applicable notice requirement or grace period);




(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable
Specified Entity of such party: —




(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(2) becomes insolvent or is unable to pay its debts or fails or admits in writing
its inability generally to pay its debts as they become due; (3) makes a general
assignment, arrangement or composition with or for the benefit of its creditors; (4)
institutes or has instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law
or other similar law affecting creditors’ rights, or a petition is presented for its
winding-up or liquidation, and, in the case of any such proceeding or petition
instituted or presented against it, such proceeding or petition (A) results in a
judgment of insolvency or bankruptcy or the entry of an order for relief or the
making of an order for its winding-up or liquidation or (B) is not dismissed,
discharged, stayed or restrained in each case within 30 days of the institution or
presentation thereof, (5) has a resolution passed for its winding-up, official
management or liquidation (other than pursuant to a consolidation, amalgamation or
merger); (6) seeks or becomes subject to the appointment of an administrator,
provisional liquidator, conservator, receiver, trustee, custodian or other similar
official for it or for all or substantially all its assets; (7) has a secured party
take possession of all or substantially all its assets or has a distress, execution,
attachment, sequestration or other legal process levied, enforced or sued on or
against all or substantially all its assets and such secured party maintains
possession, or any such process is not dismissed, discharged, stayed or restrained,
in each case within 30 days thereafter; (8) causes or is subject to any event with
respect to it which, under the applicable laws of any jurisdiction, has an analogous
effect to any of the events specified in clauses (1) to (7) (inclusive); or (9)
takes any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the foregoing acts; or




(viii) Merger Without Assumption. The party or any Credit Support Provider of such party
consolidates or amalgamates with, or merges with or into, or transfers all or substantially
all its assets to, another entity and, at the time of such consolidation, amalgamation,
merger or transfer: —




(1) the resulting, surviving or transferee entity fails to assume all the
obligations of such party or such Credit Support Provider under this Agreement or
any Credit Support Document to which it or its predecessor was a party by operation
of law or pursuant to an agreement reasonably satisfactory to the other party to
this Agreement; or




(2) the benefits of any Credit Support Document fail to extend (without the consent
of the other party) to the performance by such resulting, surviving or transferee
entity of its obligations under this Agreement.



(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any
Credit Support Provider of such party or any Specified Entity of such party of any event specified
below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is
specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is
specified pursuant to (v) below: —




6









 









(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date
on which a Transaction is entered into, or due to the promulgation of, or any change in, the
interpretation by any court, tribunal or regulatory authority with competent jurisdiction of
any applicable law after such date. it becomes unlawful (other than as a result of a breach
by the party of Section 4(b)) for such party (which will be the Affected Party):—




(1) to perform any absolute or contingent obligation to make a payment or delivery
or to receive a payment or delivery in respect of such Transaction or to comply with
any other material provision of this Agreement relating to such Transaction; or




(2) to perform, or for any Credit Support Provider of such party to perform, any
contingent or other obligation which the party (or such Credit Support Provider) has
under any Credit Support Document relating to such Transaction;




(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of
competent jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to a party to this
Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or
there is a substantial likelihood that it will, on the next succeeding Scheduled Payment
Date (1) be required to pay to the other party an additional amount in respect of an
Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section
2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be
deducted or withheld for or on account of a Tax (except in respect of interest under Section
2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such
Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));




(iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding
Scheduled Payment Date will either (1) be required to pay an additional amount in respect of
an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section
2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or
withheld for or on account of any Indemnifiable Tax in respect of which the other party is
not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or
(B)), in either case as a result of a party consolidating or amalgamating with, or merging
with or into, or transferring all or substantially all its assets to, another entity (which
will be the Affected Party) where such action does not constitute an event described in
Section 5(a)(viii);




(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule
as applying to the party, such party (“X”), any Credit Support Provider of X or any
applicable Specified Entity of X consolidates or amalgamates with, or merges with or into,
or transfers all or substantially all its assets to, another entity and such action does not
constitute an event described in Section 5(a)(viii) but the creditworthiness of the
resulting, surviving or transferee entity is materially weaker than that of X, such Credit
Support Provider or such Specified Entity, as the case may be, immediately prior to such
action (and, in such event, X or its successor or transferee, as appropriate, will be the
Affected Party); or




(v) Additional Termination Event. If any “Additional Termination Event” is specified in the
Schedule or any Confirmation as applying, the occurrence of such event (and, in such event,
the Affected Party or Affected Parties shall be as specified for such Additional Termination
Event in the Schedule or such Confirmation).



(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute
or give rise to an Event of Default also constitutes an Illegality, it will be treated as an
Illegality and will not constitute an Event of Default.






7









 








6. Early Termination




(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect
to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the
“Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the
relevant Event of Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions.
If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party,
then an Early Termination Date in respect of all outstanding Transactions will occur immediately
upon the occurrence with respect to such party of an Event of Default specified in Section
5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time
immediately preceding the institution of the relevant proceeding or the presentation of the
relevant petition upon the occurrence with respect to such party of an Event of Default specified
in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).




(b) Right to Terminate Following Termination Event.





(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming
aware of it, notify the other party, specifying the nature of that Termination Event and
each Affected Transaction and will also give such other information about that Termination
Event as the other party may reasonably require.




(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1)
or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger
occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition
to its right to designate an Early Termination Date under Section 6(b)(iv), use all
reasonable efforts (which will not require such party to incur a loss, excluding immaterial,
incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i)
all its rights and obligations under this Agreement in respect of the Affected Transactions
to another of its Offices or Affiliates so that such Termination Event ceases to exist.




If the Affected Party is not able to make such a transfer it will give notice to the other
party to that effect within such 20 day period, whereupon the other party may effect such a
transfer within 30 days after the notice is given under Section 6(b)(i).




Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional
upon the prior written consent of the other party, which consent will not be withheld if
such other party’s policies in effect at such time would permit it to enter into
transactions with the transferee on the terms proposed.




(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs
and there are two Affected Parties, each party will use all reasonable efforts to reach
agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to
avoid that Termination Event.




(iv) Right to Terminate. If:—




(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as
the case may be, has not been effected with respect to all Affected Transactions
within 30 days after an Affected Party gives notice under Section 6(b)(i); or




(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an
Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the
Burdened Party is not the Affected Party,




either party in the case of an Illegality, the Burdened Party in the case of a Tax Event
Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination
Event if there is more than one Affected Party, or the party which is not the Affected Party
in the case of a Credit Event Upon Merger or an Additional Termination Event if there is
only one Affected Party may, by not more than 20 days notice to the other party and provided
that the relevant Termination Event is then
continuing, designate a day not earlier than the day such notice is effective as an Early
Termination Date in respect of all Affected Transactions.



8









 





(c) Effect of Designation.





(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the
Early Termination Date will occur on the date so designated, whether or not the relevant
Event of Default or Termination Event is then continuing.




(ii) Upon the occurrence or effective designation of an Early Termination Date, no further
payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated
Transactions will be required to be made, but without prejudice to the other provisions of
this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be
determined pursuant to Section 6(e).



(d) Calculations.





(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early
Termination Date, each party will make the calculations on its part, if any, contemplated by
Section 6(e) and will provide to the other party a statement (1) showing, in reasonable
detail, such calculations (including all relevant quotations and specifying any amount
payable under Section 6(e)) and (2) giving details of the relevant account to which any
amount payable to it is to be paid. In the absence of written confirmation from the source
of a quotation obtained in determining a Market Quotation, the records of the party
obtaining such quotation will be conclusive evidence of the existence and accuracy of such
quotation.




(ii) Payment Date. An amount calculated as being due in respect of any Early Termination
Date under Section 6(e) will be payable on the day that notice of the amount payable is
effective (in the case of an Early Termination Date which is designated or occurs as a
result of an Event of Default) and on the day which is two Local Business Days after the day
on which notice of the amount payable is effective (in the case of an Early Termination Date
which is designated as a result of a Termination Event). Such amount will be paid together
with (to the extent permitted under applicable law) interest thereon (before as well as
after judgment) in the Termination Currency, from (and including) the relevant Early
Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate.
Such interest will be calculated on the basis of daily compounding and the actual number of
days elapsed.



(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions
shall apply based on the parties’ election in the Schedule of a payment measure, either “Market
Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If
the parties fail to designate a payment measure or payment method in the Schedule, it will be
deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The
amount, if any, payable in respect of an Early Termination Date and determined pursuant to this
Section will be subject to any Set-off.





(i) Events of Default. If the Early Termination Date results from an Event of Default:—




(1) First Method and Market Quotation. If the First Method and Market Quotation
apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a
positive number, of (A) the sum of the Settlement Amount (determined by the
Non-defaulting Party) in respect of the Terminated Transactions and the Termination
Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B)
the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting
Party.




(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party
will pay to the Non-defaulting Party, if a positive number, the Non-defaulting
Party’s Loss in respect of this Agreement.





9












 




(3) Second Method and Market Quotation. If the Second Method and Market Quotation
apply, an amount will be payable equal to (A) the sum of the Settlement Amount
(determined by the Non-defaulting Party) in respect of the Terminated Transactions and the
Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting
Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to
the Defaulting Party. If that amount is a positive number, the Defaulting Party will
pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting
Party will pay the absolute value of that amount to the Defaulting Party.




(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be
payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If
that amount is a positive number, the Defaulting Party will pay it to the
Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay
the absolute value of that amount to the Defaulting Party.




(ii) Termination Events. If the Early Termination Date results from a Termination Event:—




(1) One Affected Party. If there is one Affected Party, the amount payable will be
determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or
Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the
Defaulting Party and to the Non-defaulting Party will be deemed to be references to
the Affected Party and the party which is not the Affected Party, respectively, and,
if Loss applies and fewer than all the Transactions are being terminated, Loss shall
be calculated in respect of all Terminated Transactions.




(2) Two Affected Parties. If there are two Affected Parties:—




(A) if Market Quotation applies, each party will determine a Settlement
Amount in respect of the Terminated Transactions, and an amount will be
payable equal to (I) the sum of (a) one-half of the difference between the
Settlement Amount of the party with the higher Settlement Amount (“X”) and
the Settlement Amount of the party with the lower Settlement Amount (“Y”)
and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X
less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to
Y; and




(B) if Loss applies, each party will determine its Loss in respect of this
Agreement (or, if fewer than all the Transactions are being terminated, in
respect of all Terminated Transactions) and an amount will be payable equal
to one-half of the difference between the Loss of the party with the higher
Loss (“X”) and the Loss of the party with the lower Loss (“Y”).




If the amount payable is a positive number, Y will pay it to X; if it is a negative
number, X will pay the absolute value of that amount to Y.




(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs
because “Automatic Early Termination” applies in respect of a party, the amount determined
under this Section 6(e) will be subject to such adjustments as are appropriate and permitted
by law to reflect any payments or deliveries made by one party to the other under this
Agreement (and retained by such other party) during the period from the relevant Early
Termination Date to the date for payment determined under Section 6(d)(ii).




(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable
under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount
is payable for the loss of bargain and the loss of protection against future risks and
except as otherwise provided in this Agreement neither party will be entitled to recover any
additional damages as a consequence of such losses.



10









 





7. Transfer



Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this
Agreement may be transferred (whether by way of security or otherwise) by either party without the
prior written consent of the other party, except that:—



(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation
with, or merger with or into, or transfer of all or substantially all its assets to, another entity
(but without prejudice to any other right or remedy under this Agreement); and



(b) a party may make such a transfer of all or any part of its interest in any amount payable to it
from a Defaulting Party under Section 6(e).



Any purported transfer that is not in compliance with this Section will be void.




8. Contractual Currency



(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the
relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the
extent permitted by applicable law, any obligation to make payments under this Agreement in the
Contractual Currency will not be discharged or satisfied by any tender in any currency other than
the Contractual Currency, except to the extent such tender results in the actual receipt by the
party to which payment is owed, acting in a reasonable manner and in good faith in converting the
currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency
of all amounts payable in respect of this Agreement. If for any reason the amount in the
Contractual Currency so received falls short of the amount in the Contractual Currency payable in
respect of this Agreement, the party required to make the payment will, to the extent permitted by
applicable law, immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency
so received exceeds the amount in the Contractual Currency payable in respect of this Agreement,
the party receiving the payment will refund promptly the amount of such excess.



(b)
Judgments.To the extent permitted by applicable law, if any judgment or order expressed in a
currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in
respect of this Agreement, (ii) for the payment of any amount relating to any early termination in
respect of this Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in
full of the aggregate amount to which such party is entitled pursuant to the judgment or order,
will be entitled to receive immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums paid in such other currency
and will refund promptly to the other party any excess of the Contractual Currency received by such
party as a consequence of sums paid in such other currency if such shortfall or such excess arises
or results from any variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such judgment or order and
the rate of exchange at which such party is able, acting in a reasonable manner and in good faith
in converting the currency received into the Contractual Currency, to purchase the Contractual
Currency with the amount of the currency of the judgment or order actually received by such party.
The term “rate of exchange” includes, without limitation, any premiums and costs of exchange
payable in connection with the purchase of or conversion into the Contractual Currency.



(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute
separate and independent obligations from the other obligations in this Agreement, will be
enforceable as separate and independent causes of action, will apply notwithstanding any indulgence
granted by the party to which any payment is owed and will not be affected by judgment being
obtained or claim or proof being made for any other sums payable in respect of this Agreement.



(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to
demonstrate that it would have suffered a loss had an actual exchange or purchase been made.








11









 








9. Miscellaneous



(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the
parties with respect to its subject matter and supersedes all oral communication and prior writings
with respect thereto.



(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be
effective unless in writing (including a writing evidenced by a facsimile transmission) and
executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an
electronic messaging system.



(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations
of the parties under this Agreement will survive the termination of any Transaction.



(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and
privileges provided in this Agreement are cumulative and not exclusive of any rights, powers,
remedies and privileges provided by law.



(e) Counterparts and Confirmations.





(i) This Agreement (and each amendment, modification and waiver in respect of it) may be
executed and delivered in counterparts (including by facsimile transmission), each of which
will be deemed an original.




(ii) The parties intend that they are legally bound by the terms of each Transaction from
the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be
entered into as soon as practicable and may be executed and delivered in counterparts
(including by facsimile transmission) or be created by an exchange of telexes or by an
exchange of electronic messages on an electronic messaging system, which in each case will
be sufficient for all purposes to evidence a binding supplement to this Agreement. The
parties will specify therein or through another effective means that any such counterpart,
telex or electronic message constitutes a Confirmation.


(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect
of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of
any right, power or privilege will not be presumed to preclude any subsequent or further exercise,
of that right, power or privilege or the exercise of any other right, power or privilege.



(g) Headings. The headings used in this Agreement are for convenience of reference only and are
not to affect the construction of or to be taken into consideration in interpreting this Agreement.




10. Offices; Multibranch Parties



(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a
Transaction through an Office other than its head or home office represents to the other party
that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation
of such party, the obligations of such party are the same as if it had entered into the Transaction
through its head or home office. This representation will be deemed to be repeated by such party
on each date on which a Transaction is entered into.



(b) Neither party may change the Office through which it makes and receives payments or deliveries
for the purpose of a Transaction without the prior written consent of the other party.



(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make
and receive payments or deliveries under any Transaction through any Office listed in the Schedule,
and the Office through which it makes and receives payments or deliveries with respect to a
Transaction will be specified in the relevant Confirmation.




11. Expenses



A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all
reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party
by reason of the enforcement and protection of its rights under this Agreement or any Credit
Support Document
to which the Defaulting Party is a party or by reason of the early termination of any Transaction,
including, but not limited to, costs of collection.




12









 








12. Notices



(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in
any manner set forth below (except that a notice or other communication under Section 5 or 6 may
not be given by facsimile transmission or electronic messaging system) to the address or number or
in accordance with the electronic messaging system details provided (see the Schedule) and will be
deemed effective as indicated:—





(i) if in writing and delivered in person or by courier, on the date it is delivered;




(ii) if sent by telex, on the date the recipient’s answerback is received;




(iii) if sent by facsimile transmission, on the date that transmission is received by a
responsible employee of the recipient in legible form (it being agreed that the burden of
proving receipt will be on the sender and will not be met by a transmission report generated
by the sender’s facsimile machine);




(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent
(return receipt requested), on the date that mail is delivered or its delivery is attempted;
or




(v) if sent by electronic messaging system, on the date that electronic message is received,


unless the date of that delivery (or attempted delivery) or that receipt as applicable, is not a
Local Business Day or that communication is delivered (or attempted) or received, as applicable,
after the close of business on a Local Business Day, in which case that communication shall be
deemed given and effective on the first following day that is a Local Business Day.



(b) Change of Addresses. Either party may by notice to the other change the address, telex or
facsimile number or electronic messaging system details at which notices or other communications
are to be given to it.




13. Governing Law and Jurisdiction



(a) Governing Law. This Agreement will be governed by and construed in accordance with the law
specified in the Schedule.



(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement
(“Proceedings”), each party irrevocably:—





(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be
governed by English law, or to the non-exclusive jurisdiction of the courts of the State of
New York and the United States District Court located in the Borough of Manhattan in New
York City, if this Agreement is expressed to be governed by the laws of the State of New
York; and




(ii) waives any objection which it may have at any time to the laying of venue of any
Proceedings brought in any such court, waives any claim that such Proceedings have been
brought in an inconvenient forum and further waives the right to object, with respect to
such Proceedings, that such court does not have any jurisdiction over such party.


Nothing in this Agreement precludes either party from bringing Proceedings in any other
jurisdiction (outside, if this Agreement is expressed to be governed by English law, the
Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or
any modification, extension or re-enactment thereof for the time being in force) nor will the
bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in
any other jurisdiction.




13









 







(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified
opposite its name in the Schedule to receive, for it and on its behalf, service of process in any
Proceedings. If for any
reason any party’s Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable to the other party.
The parties irrevocably consent to service of process given in the manner provided for notices in
Section 12. Nothing in this Agreement will affect the right of either party to serve process in any
other manner permitted by law.



(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by
applicable law, with respect to itself and its revenues and assets (irrespective of their use or
intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit,
(ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance
or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and
(v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise
be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the
extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.




14. Definitions



As used in this Agreement: —



“Additional Termination Event” has the meaning specified in Section 5(b).



“Affected Party” has the meaning specified in Section 5(b).



“Affected Transactions” means (a) with respect to any Termination Event consisting of an
Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such
Termination Event and (b) with respect to any other Termination Event, all Transactions.



“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled,
directly or indirectly, by the person, any entity that controls, directly or indirectly, the person
or any entity directly or indirectly under common control with the person. For this purpose,
“control” of any entity or person means ownership of a majority of the voting power of the entity
or person.



“Applicable Rate” means: —



(a) in respect of obligations payable or deliverable (or which would have been but for Section
2(a)(iii)) by a Defaulting Party, the Default Rate;



(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after
the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the
Default Rate;



(c) in respect of all other obligations payable or deliverable (or which would have been but for
Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and



(d) in all other cases, the Termination Rate.



“Burdened Party” has the meaning specified in Section 5(b).



“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change
in or amendment to, any law (or in the application or official interpretation of any law) that
occurs on or after the date on which the relevant Transaction is entered into.



“consent” includes a consent, approval, action, authorisation, exemption, notice, filing,
registration or exchange control consent.



“Credit Event Upon Merger” has the meaning specified in Section 5(b).



“Credit Support Document” means any agreement or instrument that is specified as such in this
Agreement.



“Credit Support Provider” has the meaning specified in the Schedule.



“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual
cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant
amount plus 1% per annum.







14









 







“Defaulting Party” has the meaning specified in Section 6(a).



“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).



“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.



“Illegality” has the meaning specified in Section 5(b).



“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a
payment under this Agreement but for a present or former connection between the jurisdiction of the
government or taxation authority imposing such Tax and the recipient of such payment or a person
related to such recipient (including, without limitation, a connection arising from such recipient
or related person being or having been a citizen or resident of such jurisdiction, or being or
having been organised, present or engaged in a trade or business in such jurisdiction, or having or
having had a permanent establishment or fixed place of business in such jurisdiction, but excluding
a connection arising solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this Agreement or a Credit
Support Document).



“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the
practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be
construed accordingly.



“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for
business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to
any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if
not so specified, as otherwise agreed by the parties in writing or determined pursuant to
provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other
payment, in the place where the relevant account is located and, if different. in the principal
financial centre, if any, of the currency of such payment, (c) in relation to any notice or other
communication, including notice contemplated under Section 5(a)(i), in the city specified in the
address for notice provided by the recipient and, in the case of a notice contemplated by Section
2(b), in the place where the relevant new account is to be located and (d) in relation to Section
5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.



“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case
may be, and a party, the Termination Currency Equivalent of an amount that party reasonably
determines in good faith to be its total losses and costs (or gain, in which case expressed as a
negative number) in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at
the election of such party but without duplication, loss or cost incurred as a result of its
terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any
gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each applicable condition
precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a
party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine
its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as
of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine
its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in
the relevant markets.



“Market Quotation” means, with respect to one or more Terminated Transactions and a party making
the determination, an amount determined on the basis of quotations from Reference Market-makers.
Each quotation will be for an amount, if any, that would be paid to such party (expressed as a
negative number) or by such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document with respect to the
obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the
“Replacement Transaction”) that would have the effect of preserving for such party the economic
equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent
and assuming the satisfaction of each applicable condition precedent) by the parties under Section
2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would,
but for the occurrence of the relevant Early Termination Date, have






15









 







been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated
Transaction or group of Terminated Transactions are to be excluded but, without limitation, any
payment or delivery that would, but for the relevant Early Termination Date, have been required
(assuming satisfaction of each applicable condition precedent) after that Early Termination Date is
to be included. The Replacement Transaction would be subject to such documentation as such party
and the Reference Market-maker may, in good faith, agree. The party making the determination (or
its agent) will request each Reference Market-maker to provide its quotation to the extent
reasonably practicable as of the same day and time (without regard to different time zones) on or
as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of
which those quotations are to be obtained will be selected in good faith by the party obliged to
make a determination under Section 6(e), and, if each party is so obliged, after consultation with
the other. If more than three quotations are provided, the Market Quotation will be the arithmetic
mean of the quotations, without regard to the quotations having the highest and lowest values, If
exactly three such quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if more than one quotation
has the same highest value or lowest value, then one of such quotations shall be disregarded. If
fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of
such Terminated Transaction or group of Terminated Transactions cannot be determined.



“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any
actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant
amount.



“Non-defaulting Party” has the meaning specified in Section 6(a).



“Office” means a branch or office of a party, which may be such party’s head or home office.



“Potential Event of Default” means any event which, with the giving of notice or the lapse of time
or both, would constitute an Event of Default.



“Reference Market-makers” means four leading dealers in the relevant market selected by the party
determining a Market Quotation in good faith (a) from among dealers of the highest credit standing
which satisfy all the criteria that such party applies generally at the time in deciding whether to
offer or to make an extension of credit and (b) to the extent practicable, from among such dealers
having an office in the same city.



“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is
incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office
through which the party is acting for purposes of this Agreement is located, (c) in which the party
executes this Agreement and (d) in relation to any payment, from or through which such payment is
made.



“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section
2(a)(i) with respect to a Transaction.



“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or
similar right or requirement to which the payer of an amount under Section 6 is entitled or subject
(whether arising under this Agreement, another contract, applicable law or otherwise) that is
exercised by, or imposed on, such payer.



“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of.-



(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for
each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is
determined; and



(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts)
for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation
cannot be determined or would not (in the reasonable belief of the party making the determination)
produce a commercially reasonable result.



“Specified Entity” has the meaning specified in the Schedule.







16









 







“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future,
contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.



“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement
with respect thereto) now existing or hereafter entered into between one party to this Agreement
(or any Credit Support Provider of such party or any applicable Specified Entity of such party) and
the other party to this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap transaction, basis swap,
forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or
equity index option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including any option with
respect to any of these transactions), (b) any combination of these transactions and (c) any other
transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.



“Stamp Tax” means any stamp, registration, documentation or similar tax.



“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature
(including interest, penalties and additions thereto) that is imposed by any government or other
taxing authority in respect of any payment under this Agreement other than a stamp, registration,
documentation or similar tax.



“Tax Event” has the meaning specified in Section 5(b).



“Tax Event Upon Merger” has the meaning specified in Section 5(b).



“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a
Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all
Transactions (in either case) in effect immediately before the effectiveness of the notice
designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately
before that Early Termination Date).



“Termination Currency” has the meaning specified in the Schedule.



“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination
Currency, such Termination Currency amount and, in respect of any amount denominated in a currency
other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency
determined by the party making the relevant determination as being required to purchase such amount
of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market
Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the
Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent
(selected as provided below) for the purchase of such Other Currency with the Termination Currency
at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date
as would be customary for the determination of such a rate for the purchase of such Other Currency
for value on the relevant Early Termination Date or that later date. The foreign exchange agent
will, if only one party is obliged to make a determination under Section 6(e), be selected in good
faith by that party and otherwise will be agreed by the parties



“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to
be applicable, a Credit Event Upon Merger or an Additional Termination Event.



“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof
or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of
funding such amounts.



“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate
of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would
have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to
such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in
respect of each Terminated Transaction. for each obligation under Section 2(a)(i) which was (or
would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or
prior to such Early Termination Date and which has not been so settled as at such Early Termination
Date, an amount equal to the fair market






17









 







value of that which was (or would have been) required to be delivered as of the originally
scheduled date for delivery, in each case together with (to the extent permitted under applicable
law) interest, in the currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to (but excluding) such
Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. The fair market value of any
obligation referred to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it shall be the average
of the Termination Currency Equivalents of the fair market values reasonably determined by both
parties.



IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below
with effect from the date specified on the first page of this document.




	 	 	 	 	 	 	 

	FORD CREDIT FLOORPLAN MASTER OWNER TRUST A	 	 	 	[HEDGE COUNTERPARTY]
	By:

	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

 not in its individual capacity, but solely as Owner

Trustee	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	Title:
	 	 	 	Title:






18









 






SCHEDULE

to the

ISDA MASTER AGREEMENT

(1992 Multicurrency — Cross Border)




dated as of [date]



between



[HEDGE COUNTERPARTY],

a [_______________]

(“Party A”)



and



FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,

a Delaware statutory trust

(“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) and the “Default under
Specified Transaction” provisions of
Section 5(a)(v) will not apply to Party B[; provided, however, that
notwithstanding anything to the contrary in Section 5(a)(ii), any failure by Party A to
comply with or perform any obligation to be complied with or performed by Party A under the
Credit Support Annex will only be an Event of Default if (A) (1) at least 30 Local Business
Days have elapsed since the last time the Moody’s Second Rating Trigger Requirements did
not apply and (2) such failure is not remedied on or before the third Local Business Day
after notice of such failure is given to Party A, (B) an S&P [First] [Second] Rating
Trigger has occurred and been continuing for 10 or more Local Business Days or (C) a Fitch
First Rating Trigger has occurred and been continuing for 30 or more calendar days (it
being understood that such failure may still constitute an Additional Termination Event if
so specified in this Agreement)].




19









 












	 	(d)	 	The “Credit Support Default” provisions of Section 5(a)(iii) will apply to Party A and will
not apply to Party B except that Section 5(a)(iii)(1) will apply in respect of Party B’s
obligations under Paragraph 3(b) of the Credit Support Annex[; provided,
however, that notwithstanding anything to the contrary in Section 5(a)(iii)(1), any
failure by Party A to comply with or perform any obligation to be complied with or
performed by Party A under the Credit Support Annex will only be an Event of Default if (A)
(1) at least 30 Local Business Days have elapsed since the last time the Moody’s Second
Rating Trigger Requirements did not apply and (2) such failure is not remedied on or before
the third Local Business Day after notice of such failure is given to Party A, (B) an S&P
[First] [Second] Rating Trigger has occurred and been continuing for 10 or more Local
Business Days or (C) a Fitch First Rating Trigger has occurred and been continuing for 30
or more calendar days (it being understood that such failure may still constitute an
Additional Termination Event if so specified in this Agreement)].
	 
	 	 	 	(e)The “Cross Default” provisions of Section 5(a)(vi) will [not] apply to Party A and will not
apply to Party B.
	 
	 	 	 	[For the purposes of Section 5(a)(vi), the following provisions apply:
	 
	 	 	 	“Specified Indebtedness” will have the meaning specified in Section 14 of this
Agreement unless another meaning is specified here: No change from Section 14,
except that such term shall not include obligations in respect of deposits received
in the ordinary course of Party A’s banking business.
	 
	 	 	 	“Threshold Amount” means, with respect to Party A, an amount equal to 3 percent of
the shareholders’ equity of Party A or, if applicable, its Eligible Guarantor.]
	 
	 	(f)	 	Bankruptcy
	 
	 	 	 	Section 5(a)(vii)(2), (7) and (9) will not apply to Party B.
	 
	 	 	 	Section 5(a)(vii)(3) will not apply to Party B to the extent that such provision
refers to any assignment, arrangement or composition that is effected by or pursuant
to the Transaction Documents.
	 
	 	 	 	Section 5(a)(vii)(4) will not apply to Party B to the extent any such proceeding or
petition was instituted or presented by Party A or any of its Affiliates.
	 
	 	 	 	Section 5(a)(vii)(6) will not apply to Party B to the extent that such provision
refers to (i) any appointment that is effected by or pursuant to the Transaction
Documents or (ii) any appointment to which Party B has not become subject.
	 
	 	 	 	Section 5(a)(vii)(8) will apply to Party B only to the extent that it relates to
Section 5(a)(vii)(1), (3) (as amended), (4) (as amended), (5) and (6) (as amended).
	 
	 	(g)	 	Tax Event and Tax Event Upon Merger
	 
	 	 	 	Section 5(b)(ii) will apply; provided that the words “(x) any action taken
by a taxing authority, or brought in a court of competent jurisdiction, on or after
the date on which a Transaction is entered into (regardless of whether such action
is taken or brought with respect to a party to this Agreement) or (y)” are hereby
deleted.




20









 












Section 5(b)(iii) will apply; provided that Party A will not be entitled to
designate an Early Termination Date by reason of a Tax Event Upon Merger in respect
of which it is the Affected Party.




	 	(h)	 	The “Credit Event Upon Merger”provisions of Section 5(b)(iv) will not apply to Party A or
to Party B.
	 
	 	(i)	 	The “Automatic Early Termination”provisions of Section 6(a) will not apply to Party A or
to Party B.
	 
	 	(j)	 	Payments on Early Termination; General.Subject to Part 1(k) below, for the purpose of
Section 6(e):






	 	 	 	(i)Market Quotation will apply unless Party A is the Affected Party and Party B has contracted
to enter into a replacement Transaction on or prior to the Early Termination Date, in which
event Loss will apply.
	 
	 	 	 	(ii)The Second Method will apply.
	 
	 	 	 	(iii)Notwithstanding anything to the contrary set forth in this Agreement, if (1) Party B
designates an Early Termination Date pursuant to Part 1(m)[(iii), (iv), (v), (vi) or (vii)]
in respect of which any Transaction is a Terminated Transaction and (2) Party B enters into
a replacement transaction with a third party on or before such Early Termination Date, then
(x) the amount, if any, payable by Party B to Party A in respect of such Early Termination
Date and such Transaction will not exceed the amount received by Party B from such third
party in consideration of entering into such replacement transaction and (y) the amount, if
any, payable by Party A to Party B in respect of such Early Termination Date and such
Transaction will not be less than the amount payable by Party B to such third party in
consideration of entering into such replacement transaction.






	 	(k)	 	Payments on Early Termination Due to Certain Events.Notwithstanding Section 6, so long as
(A) an Additional Termination Event occurs pursuant to Part 1(m)[(v) or (vi)], or (B) Party
A is the Affected Party in respect of a Tax Event Upon Merger or the Defaulting Party in
respect of any Event of Default, paragraphs (i) to (vi) below will apply:






	 	(i)	 	The definition of “Market Quotation” will be deleted in its entirety and replaced with the
following:






“Market Quotation” means, with respect to one or more Terminated
Transactions, a Firm Offer which is (1) made by a Reference Market-maker
that is an Eligible Replacement, (2) for an amount that would be paid to
Party B (expressed as a negative number) or by Party B (expressed as a
positive number) in consideration of an agreement between Party B and such
Reference Market-maker to enter into a transaction (the “Replacement
Transaction”) that would have the effect of preserving for such party the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in
respect of such Terminated Transactions or group of Terminated



21









 







Transactions
that would, but for the occurrence of the relevant Early Termination Date,
have been required after that date, (3) made on the basis that Unpaid
Amounts in respect of the Terminated Transaction or group of Terminated
Transactions are to be excluded but, without limitation, any payment or
delivery that would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition precedent)
after that Early Termination Date is to be included and (4) made in respect
of a Replacement Transaction with terms that are, in all material respects,
no less beneficial for Party B than those
of this Agreement (save for the exclusion of provisions relating to
Transactions that are not Terminated Transactions), as determined by Party
B.”




	 	(ii)	 	In determining whether or not a Firm Offer satisfies the condition in clause (4) of “Market
Quotation”, Party B will act in a commercially reasonable manner.
	 
	 	(iii)	 	The definition of “Settlement Amount” will be deleted in its entirety and replaced with the
following:






“Settlement Amount” means, with respect to any Early Termination Date, an
amount (as determined by Party B) equal to:




	 	(A)	 	if, on or prior to such Early Termination Date, a Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to
become legally binding, the Termination Currency Equivalent of the amount (whether positive
or negative) of such Market Quotation;
	 
	 	(B)	 	if, on such Early Termination Date, no Market Quotation for the relevant Terminated
Transaction or group of Terminated Transactions has been accepted by Party B so as to
become legally binding and one or more Market Quotations have been communicated to Party B
and remain capable of becoming legally binding upon acceptance by Party B, the Termination
Currency Equivalent of the amount (whether positive or negative) of the lowest of such
Market Quotations (for the avoidance of doubt, (i) a Market Quotation expressed as a
negative number is lower than a Market Quotation expressed as a positive number and (ii)
the lower of two Market Quotations expressed as negative numbers is the one with the
largest absolute value); or
	 
	 	(C)	 	if, on such Early Termination Date, no Market Quotation for the relevant Terminated
Transaction or group of Terminated Transactions has been accepted by Party B so as to
become legally binding and no Market Quotations have been communicated to Party B and
remain capable of becoming legally binding upon acceptance by Party B, Party B’s Loss
(whether positive or negative and without reference to any Unpaid Amounts) for the relevant
Terminated Transaction or group of Terminated Transactions.”






	 	(iv)	 	If Party B requests Party A in writing to obtain Market Quotations, Party A will use its
reasonable efforts to do so before the Early Termination Date.
	 
	 	(v)	 	If the Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement will be
deleted in its entirety and replaced with the following:






22











 






	 	 	 	“Second Method and Market Quotation. If Second Method and Market
Quotation apply, (1) Party B will pay to Party A an amount equal to the
absolute value of the Settlement Amount in respect of the Terminated
Transactions, (2) Party B will pay to Party A the Termination Currency
Equivalent of the Unpaid Amounts owing to Party A and (3) Party A will pay to
Party B the Termination Currency Equivalent of the Unpaid Amounts owing to
Party B; provided that (i) the amounts payable under clauses (2) and
(3) will be subject to netting in accordance with Section 2(c) of this
Agreement and (ii) notwithstanding any other provision of this Agreement, any
amount payable by Party A under clause (3) will not be netted-off against any
amount payable by Party B under clause (1).”






	 	(vi)	 	At any time on or before the Early Termination Date at which two
or more Market Quotations from Eligible Replacements have been communicated to
Party B and remain capable of becoming legally binding upon acceptance by Party
B, Party B will be entitled to accept only the lowest of such Market Quotations
(for the avoidance of doubt, (i) a Market Quotation expressed as a negative
number is lower than a Market Quotation expressed as a positive number and (ii)
the lower of two Market Quotations expressed as negative numbers is the one with
the largest absolute value).






	 	(l)	 	“Termination Currency” means United States Dollars.
	 
	 	(m)	 	Additional Termination Events. Each of the following will constitute an
Additional Termination Event pursuant to Section 5(b)(v):






	 	(i)	 	Acceleration of Series 20__-__ Notes. Any acceleration of the
Series 20__-__ Notes pursuant to Section 5.2(a) of the Indenture (provided such
acceleration has not been rescinded pursuant to Section 5.2(b) of the Indenture)
and commencement of liquidation of the Series 20__-__ Collateral, with Party B as
the sole Affected Party;
	 
	 	(ii)	 	Amendments. Any amendment or supplement to the Indenture, the
Series 20__-__ Indenture Supplement or to the Sale and Servicing Agreements that
would materially 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 will not be unreasonably withheld, delayed or conditioned;
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;
	 
	 	(iii)	 	Regulation AB. Failure of Party A to comply with the
requirements of Part 5(s), with Party A as the sole Affected Party;
	 
	 	(iv)	 	[Fitch Rating Triggers. Failure of Party A to comply with the
requirements of Part 5(m), with Party A as the sole Affected Party;]
	 
	 	(v)	 	[Moody’s First Rating Trigger. Failure of Party A to comply with
the requirements of Part 5(n)(ii), with Party A as the sole Affected Party;]
	 
	 	(vi)	 	[Moody’s Second Rating Trigger.






	 	(A)	 	Failure of Party A to comply with the
requirements of Part 5(n)(iv), with Party A as the sole Affected Party;
or




23









 












	 	(B)	 	(1) The Moody’s Second Rating Trigger
Requirements apply and 30 or more Local Business Days have elapsed since
the last time the Moody’s Second Rating Trigger Requirements did not
apply and (2)(a) at least one Eligible Replacement has made a Firm Offer
(which remains capable of becoming legally binding upon acceptance) to
be the transferee of a transfer to be made in accordance with Section 7
(as amended below) or (b) at least one entity meeting at least the
Moody’s Second Trigger Required Ratings has made a Firm Offer (which
remains capable of becoming legally binding upon acceptance by the
offeree) to provide an Eligible Guarantee in respect of all of Party A’s
present and future obligations under this Agreement, with Party A as the
sole Affected Party; and]






	 	(vii)	 	[S&P Rating Trigger[s]. Failure of Party A to comply with the
requirements of Part 5(o), with Party A as the sole Affected Party.]





Part 2. Tax Representations.





	 	(a)	 	Payer Tax Representations. For the purpose of Section 3(e), each of Party A
and Party B makes 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)) 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), (ii) the
satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) and the
accuracy and effectiveness of any document provided by the other party pursuant to
Section 4(a)(i) or 4(a)(iii), and (iii) the satisfaction of the agreement of the
other party contained in Section 4(d); provided that it will not be a breach
of this representation where reliance is placed on clause (ii) above 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):






	 	(i)	 	Party A makes the following representations: [To be provided by
Party A.]
	 
	 	(ii)	 	Party B makes the following representations: It is a “U.S.
person” (as that term is used in U.S. Treasury Regulations section
1.1441-4(a)(3)(ii)), and the payments received or to be received by it under
this Agreement are owned by a corporation that is a “U.S. person” (as that term
is used in U.S. Treasury Regulations section 1.1441-4(a)(3)(ii)) for U.S.
federal income tax purposes.




24









 











Part 3. Agreement to Deliver Documents.





	 	(a)	 	For purposes of Sections 4(a)(i) and (ii), each party agrees to deliver the
following documents, as applicable:





	 	 	 	 	 
	Party required to	 	 	 	 
	deliver document	 	Form/Document/Certificate	 	Date by which to be delivered
	Party A and Party B

	 	Any form or document
that may be required or
reasonably requested in
order to allow the other
party to make a payment
under this Agreement
without any deduction or
withholding for or on
account of any Tax or
with such deduction or
withholding at a reduced
rate, including IRS Form
W-9, Form 8ECI or Form
W-8BEN, as applicable.
	 	On the date of this
Agreement, and promptly upon
the earlier of (i)
reasonable demand by the
other party and (ii)
learning that the form or
document is required.







	 	(b)	 	Other documents to be delivered are:





	 	 	 	 	 	 	 
	Party required to	 	 	 	Date by which to be	 	Covered by Section
	deliver document	 	Form/Document/Certificate	 	delivered	 	3(d) Representation
	Party A

	 	Annual audited financial
statements prepared in
accordance with
generally accepted
accounting principles in
the country in which the
party is organized.
	 	Promptly upon Party
B’s request.
	 	Yes
	 
	 	 	 	 	 	 
	Party A and Party B

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

	 	Opinions of counsel in
form and substance
acceptable to the other
party.
	 	Upon execution of
this Agreement.
	 	No
	 
	 	 	 	 	 	 
	Party A

	 	Financial data relating
to Party A, as required
pursuant to Part 5(s) of
this Schedule.
	 	As required
pursuant to Part
5(s) of this
Schedule.
	 	Yes
	 
	 	 	 	 	 	 
	Party A

	 	Executed Indemnification
and Contribution
Agreement, among Party
A, Ford Motor Credit
Company LLC, Ford Credit
Floorplan Corporation
and Ford Credit
Floorplan LLC, relating
to Party A’s furnished
information for use in
the Prospectus.
	 	At or promptly
following execution
of this Agreement.
	 	Yes
	 
	 	 	 	 	 	 
	Party B

	 	Copy of executed Series
20__-__ Indenture
Supplement.
	 	Upon execution of
 such agreement.
	 	No






25









 






Part 4. Miscellaneous





	 	(a)	 	Addresses for Notices:






	 	(i)	 	To Party A:






	 	For the purpose of Section 12(a), any notice to Party A relating to a particular
Transaction will be delivered to the address or facsimile number specified in the
Confirmation of such Transaction. Any notice delivered for purposes of Sections 5
and 6 of this Agreement will be delivered to the following address:




[Hedge Counterparty]

[Address]

Attn:

Tel:

Fax:



with a copy to:



[Hedge Counterparty]

[Address]

Attn:

Tel:

Fax:





	 	(ii)	 	To Party B:






	 	For the purpose of Section 12(a), notices to Party B will be delivered to the address
or facsimile number specified in the Confirmation of such Transaction. Any notice
delivered for purposes of Sections 5, 6 and 7 will be delivered to the following
address:




U.S. Bank Trust National Association,

     as Owner Trustee for

     Ford Credit Floorplan Master Owner Trust A

300 Delaware Avenue

Wilmington, Delaware 19801

Attn: Corporate Trust Services

Tel: (302) 576-3704

Fax: (302) 576-3717





26











 




with copies to:



U.S. Bank National Association

209 S. LaSalle Street

Chicago, Illinois 60604

Telephone: (312) 325-8904

Fax: (312) 325-8905



and



The Bank of New York Mellon,

     as Indenture Trustee for

     Ford Credit Floorplan Master Owner Trust A

101 Barclay Street, Floor 4W

New York, New York 10286

Attn: Corporate Trust Administration

Tel: (212) 815-5331

Fax: (212) 815-8091



and



Ford Motor Credit Company LLC

One American Road, Suite 2411

Dearborn, Michigan 48126

Attn: Corporate Secretary

Tel: (313) 323-1200

Fax: (313) 337-1160



and



Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters, Suite 801-C1

One American Road

Dearborn, Michigan 48126

Attn: Securitization Operations Supervisor

Tel: (313) 594-3495

Fax: (313) 390-4133





	 	(b)	 	Process Agent. For the purpose of Section 13(c):
	 
	 	 	 	Party A appoints as its Process Agent: Not applicable.
	 
	 	 	 	Party B appoints as its Process Agent: Not applicable.
	 
	 	(c)	 	Offices. The provisions of Section 10(a) will apply.
	 
	 	(d)	 	Multibranch Party. For the purpose of Section 10:






	 	(i)	 	Party A is [not] a Multibranch Party.
	 
	 	(ii)	 	Party B is not a Multibranch Party.




27









 












	 	(e)	 	Calculation Agent. The Calculation Agent is Party B.
	 
	 	(f)	 	Credit Support Document. Details of any Credit Support Document:
	 
	 	 	 	In relation to Party A: The 1994 ISDA Credit Support Annex to this Agreement, dated
as of the date hereof and attached hereto (the “Credit Support Annex”), and any
Eligible Guarantee provided to Party B in support of Party A’s obligations under this
Agreement.
	 
	 	 	 	In relation to Party B: The Credit Support Annex, solely in respect of Party B’s
obligations under Paragraph 3(b) of the Credit Support Annex.
	 
	 	(g)	 	Credit Support Provider.
	 
	 	 	 	In relation to Party A: The guarantor under any Eligible Guarantee provided to Party
B in support of Party A’s obligations under this Agreement.
	 
	 	 	 	In relation to Party B: Not applicable.
	 
	 	(h)	 	Governing Law. This Agreement will be governed by and construed in accordance
with the laws of the State of New York.
	 
	 	(i)	 	Single Agreement. Section 1(c) will be amended by the addition of the words “,
the Credit Support Annex” after the words “Master Agreement”.
	 
	 	(j)	 	Netting of Payments. Subparagraph (ii) of Section 2(c) will apply to all
Transactions under this Agreement.
	 
	 	(k)	 	“Affiliate”will have the meaning specified in Section 14.
	 
	 	(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 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.
	 
	 	(m)	 	The definition of “Local Business Day” in Section 14 will be amended by the
addition of the words “or any Credit Support Document” after “Section 2(a)(i)” and the
addition of the words “or Credit Support Document” after “Confirmation”.





Part 5. Other Provisions.





	 	(a)	 	Non-Reliance. In connection with the negotiation of, the entering into, and
the execution of this Agreement, any Credit Support Document to which it is a party,
each Transaction and any other documentation relating to this Agreement to which it is
a party or that is required by this Agreement to deliver, each of Party A and Party B
represents and agrees 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 Agreement, such Credit Support
Document, each Transaction or such other documentation other than the
representations expressly set forth in this Agreement, such Credit Support
Document and in any Confirmation;




28









 






	 	(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 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 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 this 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. Section 1a), as amended by the
Commodity Futures Modernization Act of 2000;
	 
	 	(v)	 	it is entering into this 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 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 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 Agreement, such Credit Support
Document, each Transaction or such other documentation, and (c) has not
committed to unwind the Transactions.






	 	(b)	 	Tax Provisions.






	 	(i)	 	Notwithstanding the definition of “Indemnifiable Tax” in Section
14 of this Agreement, in relation to payments by Party A, any Tax will be an
Indemnifiable Tax and, in relation to payments by Party B, no Tax will be an
Indemnifiable Tax.
	 
	 	(ii)	 	Section 2(d)(i)(4) of this Agreement will be deleted in its
entirety and replaced with the words “if such Tax is an Indemnifiable Tax, pay
to Y, in addition to the payment which Y is otherwise entitled under this
Agreement, such additional amount as is necessary to ensure that the net amount
actually received by Y (free and clear of Indemnifiable Taxes, whether against X
or Y) will equal the full amount Y would have received had no such deduction or
withholding been required.”






	 	(c)	 	No Petition. Party A covenants and agrees that prior to the date that is one
year and one day after the payment in full of (i) all of the Series 20__-__ Notes and
any other securities issued by Party B and (ii) any other securities issued by a trust
as to which Ford Credit Floorplan Corporation or Ford Credit Floorplan LLC is a
depositor (or, if later, the expiration of all applicable preference periods under the
United States Bankruptcy Code or other applicable




29









 






	 	 	 	law), it will not institute against, or join with any other Person in instituting
against, Party B, Ford Credit Floorplan Corporation or Ford Credit Floorplan LLC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or
other proceedings under United States federal or state bankruptcy or similar law in
connection with any obligations under this Agreement. The provisions of this
paragraph will survive the termination of this Agreement.






	 	(d)	 	Limited Recourse; Subordination.






	 	(i)	 	Notwithstanding anything to the contrary contained in this
Agreement, the obligations of Party B under this Agreement and any Transaction
hereunder are solely the obligations of Party B and will be payable solely to
the extent of funds received by and available to Party B in accordance with the
priority of payment provisions under the Series 20__-__ Indenture Supplement and
on the Payment Dates specified therein. Upon exhaustion of the assets of Party
B and the proceeds thereof in accordance with the Series 20__-__ Indenture
Supplement, the Indenture and the Sale and Servicing Agreements, Party A will
not be entitled to take any further steps against Party B to recover any sums
due but unpaid under this Agreement, all claims in respect of which will be
extinguished. No recourse may be taken 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 against any holder of a beneficial
interest, employee, officer or Affiliate of Party B and, except as specifically
provided in this Agreement, no recourse may be taken for the payment of any
amount owing in respect of any obligation of, or claim against, Party B based on
or arising out of this Agreement against the Administrator (as defined in the
Administration Agreement), Ford Credit Floorplan Corporation, Ford Credit
Floorplan LLC or any stockholder, holder of a beneficial interest, employee,
officer, director, incorporator or Affiliate of such person; provided,
however, that the foregoing will not relieve any such person or entity
from any liability they might otherwise have as a result of their gross
negligence or willful misconduct.
	 
	 	(ii)	 	The parties intend that Part 5(d)(i) of this Schedule constitute
an enforceable subordination agreement under Section 510(a) of the Bankruptcy
Code and will survive the termination of this Agreement.






	 	(e)	 	Party B Pledge. Notwithstanding anything in Section 7 to the contrary, Party A
acknowledges that Party B will pledge the Series 20__-__ Collateral, including all
right, title and interest of Party B in, to and under this Agreement, to the Indenture
Trustee for the benefit of the Series 20__-__ Noteholders and the Hedge Counterparty
pursuant to the Series 20__-__ Indenture Supplement. Party A irrevocably appoints the
Indenture Trustee as its agent and attorney-in-fact for the purpose of evidencing the
existence and maintaining the perfection of the security granted Party A. Party A (as
a Secured Party under the Transaction Documents) agrees that it has no voting rights in
connection with any action to be taken on behalf of the Secured Parties. The Indenture
Trustee will not be deemed to be a party to this Agreement; provided,
however, the Indenture Trustee, acting on behalf of the Series 20__-__
Noteholders, will have the right to enforce this Agreement against Party A. Party A
will be entitled to rely on any notice or communication from the Indenture Trustee to
that effect.
	 
	 	(f)	 	Severability. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, is held to be
invalid or unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions




30









 






	 	 	 	hereof will continue in full force and effect as if this Agreement had been executed
with the invalid or unenforceable portion eliminated, so long as this Agreement as so
modified continues to express, without material change, the original intentions of
the parties as to the subject matter of this Agreement and the deletion of such
portion of this Agreement will not substantially impair the respective benefits or
expectations of the parties to this Agreement.
	 
	 	(g)	 	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.
	 
	 	(h)	 	Consent by Party A to Amendments to Certain Documents. Before any amendment,
modification or supplement is made to the Series 20__-__ Indenture Supplement, the
Indenture or the Sale and Servicing Agreements that (i) would materially adversely
affect any of Party A’s rights or obligations under this Agreement or any Transaction
or (ii) modify the obligations or impair the ability of Party B to fully perform any of
Party B’s obligations under this Agreement or any Transaction in such a way that would
materially adversely affect any of Party A’s rights or obligations under this Agreement
or any Transaction, Party B will provide Party A with a copy of the proposed amendment,
modification or supplement and will, obtain the consent of Party A prior to its
adoption, which consent will not be unreasonably withheld, delayed or conditioned;
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.
	 
	 	(i)	 	Set-off.






	 	(i)	 	All payments under this Agreement will be made without set-off or
counterclaim, except as expressly provided for in Section 2(c), Section 6 or
Part 1(k)(v).
	 
	 	(ii)	 	Section 6(e) will be amended by the deletion of the following
sentence; “The amount, if any, payable in respect of an Early Termination Date
and determined pursuant to this Section will be subject to any Set-off.”






	 	(j)	 	Limitation of Liability of Owner Trustee. Notwithstanding anything contained
in this Agreement to the contrary, this instrument (and any Confirmation pursuant to
this instrument) has been or will be signed on behalf of Party B by U.S. Bank Trust
National Association not in its individual capacity but solely in its capacity as Owner
Trustee of Party B and in no event will U.S. Bank Trust National Association in its
individual capacity or any beneficial owner of Party B have any liability for the
representations, warranties, covenants, agreements or other obligations of Party B
under this Agreement or under any such Confirmation, as to all of which recourse will
be had solely to the assets of Party B. For all purposes of this Agreement and any
Confirmation, in the performance of any duties or obligations of Party B under this
Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the
terms and provisions of the Trust Agreement; provided, however, that
the foregoing will not relieve the Owner Trustee from any liability it might otherwise
have under the Trust Agreement as a result of its gross negligence or willful
misconduct.
	 
	 	(k)	 	Definitions. Unless otherwise specified in a Confirmation, this Agreement and
the relevant Transaction between the parties are subject to the 2006 ISDA Definitions
(as published by the International Swaps and Derivatives Association, Inc.) (the
“Definitions”), and will be governed in all relevant respects by the provisions set
forth in the Definitions, without regard






31











 






to any amendment to the Definitions subsequent to the date hereof. The
provisions of the Definitions are incorporated by reference in and will be deemed a
part of this Agreement, except that references in the Definitions to a “Swap
Transaction” will 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.




For the purpose of this Agreement:




     “Eligible Guarantee” means an unconditional and irrevocable guarantee that is
provided by a guarantor that is as principal debtor rather than surety and is
directly enforceable by Party B, where (A) a law firm has given a legal opinion
confirming that none of the guarantor’s payments to Party B under such guarantee will
be subject to deduction or withholding for Tax and such opinion has been delivered to
Moody’s, (B) such guarantee provides that, in the event that any of such guarantor’s
payments to Party B are subject to deduction or withholding for Tax, such guarantor
is required to pay such additional amount as is necessary to ensure that the net
amount actually received by Party B (free and clear of any tax) will equal the full
amount Party B would have received had no such deduction or withholding been required
or (C) in the event that any payment under such guarantee is made net of deduction or
withholding for Tax, Party A is required under Section 2(a)(i) to make such
additional payment as is necessary to ensure that the net amount actually received by
Party B will equal the full amount Party B would have received had no such deduction
or withholding been required.




     “Eligible Replacement” means an entity [(i)(A) having the Moody’s First Trigger
Required Ratings and/or the Moody’s Second Trigger Required Ratings or (B) whose
present and future obligations owing to Party B are guaranteed pursuant to an
Eligible Guarantee provided by a guarantor having the Moody’s First Trigger Required
Ratings and/or the Moody’s Second Trigger Required Ratings, and (ii)(A) having the
S&P First Trigger Required Ratings [and/or the S&P Second Trigger Required Ratings]
or (B) whose present and future obligations owing to Party B are guaranteed pursuant
to an Eligible Guarantee provided by a guarantor having the S&P First Trigger
Required Ratings [and/or the S&P Second Trigger Required Ratings], and (iii)(A)
having the Fitch First Trigger Required Ratings and/or the Fitch Second Trigger
Required Ratings or (B) whose present and future obligations owing to Party B are
guaranteed pursuant to an Eligible Guarantee provided by a guarantor having the Fitch
First Trigger Required Ratings and/or the Fitch Second Trigger Required Ratings,] and
(iv) acceptable to Party B.




     “Firm Offer” means an offer which, when made, was capable of becoming legally
binding upon acceptance.




     [“Moody’s Short-term Rating” means a rating assigned by Moody’s under its
short-term rating scale in respect of an entity’s short-term, unsecured and
unsubordinated debt obligations.]




     “Relevant Entities” means Party A and any guarantor under an Eligible Guarantee
in respect of all of Party A’s present and future obligations under this Agreement.



32









 






	 	(l)	 	Additional Defined Terms. Capitalized terms used but not defined in this
Agreement (including this Schedule) or any Confirmation are defined in Appendix A to
(a) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as
amended and restated as of December 1, 2010, among Ford Credit Floorplan Corporation,
Party B and Ford Motor Credit Company LLC, and (b) the Fifth Amended and Restated
Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as
of December 1, 2010, among Ford Credit Floorplan LLC, Party B and Ford Motor Credit
Company LLC (together, as amended, supplemented or otherwise modified, the “Sale and
Servicing Agreements”).






	 	(m)	 	[Downgrade or Withdrawal of Party A’s Rating by Fitch.






	 	(i)	 	Fitch First Rating Trigger. If no Relevant Entity has a short
term unsecured debt rating of “F1” or better or a long term unsecured debt
rating of “A” or better by Fitch (such rating thresholds, the “Fitch First
Trigger Required Ratings” and such failure, the “Fitch First Rating Trigger”)
and the Fitch Second Rating Trigger has not occurred, then within 30 calendar
days of such failure (or on the date of this Agreement, if no Relevant Entity
has the Fitch First Trigger Required Ratings as of the date of this Agreement),
Party A will, at its own cost, (A) post collateral in the amount and manner as
set forth in the Credit Support Annex, (B) procure an Eligible Guarantee in
respect of all of Party A’s present and future obligations under this Agreement
to be provided by a guarantor having the Fitch First Trigger Required Ratings
and which procurement will not be effective without the prior written
confirmation of Fitch that such procurement will not cause Fitch to reduce or
withdraw its then current rating on the Series 20__-__ Notes, (C) effect a
transfer in accordance with Section 7 (as amended below) or (D) establish any
other arrangement satisfactory to Party B and to Fitch as to not cause Fitch to
reduce or withdraw its then current rating on the Series 20__-__ Notes.
	 
	 	(ii)	 	Fitch Second Rating Trigger. If no Relevant Entity has a short
term unsecured debt rating of “F2” or better or a long term unsecured debt
rating of “BBB+” or better by Fitch (such rating thresholds, the “Fitch Second
Trigger Required Ratings” and such failure, the “Fitch Second Rating Trigger”),
then within 30 calendar days of such failure, Party A will, at its own cost,
procure either (A) an Eligible Guarantee in respect of all of Party A’s present
and future obligations under this Agreement to be provided by a guarantor having
the Fitch Second Trigger Required Ratings and which procurement will not be
effective without the prior written confirmation of Fitch that such procurement
will not cause Fitch to reduce or withdraw its then current rating on the Series
20__-__ Notes or (B) a transfer in accordance with Section 7 (as amended below);
provided that Party A will promptly post collateral in the amount and
manner as set forth in the Credit Support Annex while a replacement or guarantor
is being sought.]






	 	(n)	 	[Downgrade or Withdrawal of Party A’s Rating by Moody’s.






	 	(i)	 	An entity will have the “Moody’s First Trigger Required Ratings”
(A) where such entity is the subject of a Moody’s Short-term Rating, if such
rating is “Prime-1” and its long-term, unsecured and unsubordinated debt
obligations are rated “A2” or above by Moody’s and (B) where such entity is not
the subject of a Moody’s Short-term Rating, if its long-term, unsecured and
unsubordinated debt obligations are rated “A1” or above by Moody’s.




33









 






	 	(ii)	 	The “Moody’s First Rating Trigger Requirements” will apply so
long as no Relevant Entity has the Moody’s First Trigger Required Ratings.
Within 30 Local Business Days after the Moody’s First Rating Trigger Requirements apply,
Party A will, at its own cost, (A) procure an Eligible Guarantee in respect
of all of Party A’s present and future obligations under this Agreement to be
provided by a guarantor meeting the Moody’s First Trigger Required Ratings,
(B) effect a transfer in accordance with Section 7 (as amended below) or (C)
post collateral in the amount and manner as set forth in the Credit Support
Annex.






	 	(iii)	 	An entity will have the “Moody’s Second Trigger Required
Ratings” (A) where such entity is the subject of a Moody’s Short-term Rating, if
such rating is “Prime-2” or above and its long-term, unsecured and
unsubordinated debt obligations are rated “A3” or above by Moody’s and (B) where
such entity is not the subject of a Moody’s Short-term Rating, if its long-term,
unsecured and unsubordinated debt obligations are rated “A3” or above by
Moody’s.
	 
	 	(iv)	 	The “Moody’s Second Rating Trigger Requirements” will apply so
long as no Relevant Entity has the Moody’s Second Trigger Required Ratings.
Within 30 Local Business Days after the Moody’s Second Rating Trigger
Requirements apply, Party A will post collateral in the amount and manner as set
forth in the Credit Support Annex. Party A will also, at its own cost, use
commercially reasonable efforts to, as soon as reasonably practicable, procure
either (A) an Eligible Guarantee in respect of all of Party A’s present and
future obligations under this Agreement to be provided by a guarantor meeting at
least the Moody’s Second Trigger Required Ratings or (B) a transfer in
accordance with Section 7 (as amended below).]






	 	(o)	 	[Downgrade or Withdrawal of Party A’s Rating by S&P.
	 
	 	 	 	[S&P First Rating Trigger. If no Relevant Entity has a short term unsecured debt
rating of “A-1” or better by S&P or, if no Relevant Entity has a short term unsecured
debt rating by S&P, a long term unsecured debt rating of “A+” or better by S&P (such
rating thresholds, the “S&P First Trigger Required Ratings” and such failure, the
“S&P First Rating Trigger”), then within 10 Local Business Days of such failure,
Party A will, at its own cost, post additional collateral in the amount and manner as
set forth in the Credit Support Annex. Party A will also, at its own cost, within 60
calendar days of such failure, use commercially reasonable efforts to procure either
(A) an Eligible Guarantee in respect of all of Party A’s present and future
obligations under this Agreement to be provided by a guarantor having the S&P First
Trigger Required Ratings and which procurement will not be effective without the
prior written confirmation of S&P that such procurement will not cause S&P to reduce
or withdraw its then current rating on the Series 20__-__ Notes or (B) a transfer to
an Eligible Replacement in accordance with Section 7 (as amended below).]
	 
	 	 	 	OR






	 	(i)	 	[S&P First Rating Trigger. If no Relevant Entity has a
short-term unsecured debt rating of “A-1” or better by S&P or, if no Relevant
Entity has a short-term unsecured debt rating by S&P, a long-term unsecured debt
rating of “A+” or better by S&P (such rating thresholds, the “S&P First Trigger
Required Ratings” and such failure, the “S&P First Rating Trigger”) and the S&P
Second Rating Trigger has not occurred, then within 10 Local Business Days of
such failure (or on the date of this Agreement, if no Relevant Entity has the
S&P First Trigger Required Ratings as of the date of this Agreement), Party A
will, at its own cost, post collateral in the amount and manner as set forth in
the Credit Support Annex. Party A may also, at its own cost, within 60 calendar
days of such failure, procure either (A) an Eligible




34









 






	 	 	 	Guarantee in respect of all of Party A’s present and future obligations under
this Agreement to be provided by a guarantor having the S&P First Trigger
Required Ratings and which procurement will not be effective without the
prior written confirmation of S&P that such procurement will not cause S&P to
reduce or withdraw its then current rating on the Series 20__-__ Notes or (B)
a transfer to an Eligible Replacement in accordance with Section 7 (as
amended below), and upon either such procurement, Party A will no longer be
required to post any collateral.






	 	(ii)	 	S&P Second Rating Trigger. If no Relevant Entity has a
short-term unsecured debt rating of “A-2” or better by S&P or, if no Relevant
Entity has a short-term unsecured debt rating by S&P, a long-term unsecured debt
rating of “BBB+” or better by S&P (such rating thresholds, the “S&P Second
Trigger Required Ratings” and such failure, the “S&P Second Rating Trigger”),
then within 10 Local Business Days of such failure, Party A will, at its own
cost, post additional collateral in the amount and manner as set forth in the
Credit Support Annex. Party A will also, at its own cost, within 60 calendar
days of such failure, use commercially reasonable efforts to procure either (A)
an Eligible Guarantee in respect of all of Party A’s present and future
obligations under this Agreement to be provided by a guarantor having the S&P
Second Trigger Required Ratings and which procurement will not be effective
without the prior written confirmation of S&P that such procurement will not
cause S&P to reduce or withdraw its then current rating on the Series 20__-__
Notes or (B) a transfer to an Eligible Replacement in accordance with Section 7
(as amended below).]]






	 	(p)	 	Transfers.
	 
	 	 	 	Section 7 of this Agreement is hereby deleted in its entirety and replaced with the
following:
	 
	 	 	 	“Subject to Section 6(b)(ii), neither Party A nor Party B may assign, novate or
transfer (whether by way of security or otherwise) any interest or obligation in or
under this Agreement without (x) the prior written consent of the other party and (y)
complying with the requirements in Part 5(q) of the Schedule, except that:






	 	(i)	 	[subject to Part 5(q) of the Schedule, if the Moody’s First
Rating Trigger Requirements apply, Party A may (at its own cost) transfer all or
substantially all of its rights and obligations with respect to this Agreement
to any other entity (a “Transferee”) that is an Eligible Replacement such that
the Transferee contracts with Party B on terms that (x) have the effect of
preserving for Party B the economic equivalent of all payment and delivery
obligations (whether absolute or contingent and assuming the satisfaction of
each applicable condition precedent) under this Agreement immediately before
such transfer and (y) are in all material respects no less beneficial for Party
B than the terms of this Agreement immediately before such transfer, as
determined by Party B acting in a commercially reasonable manner;]
	 
	 	(ii)	 	if an entity has made a Firm Offer (which remains capable of
becoming legally binding upon acceptance) to be the transferee of a transfer to
be made in accordance with (ii) above, Party B will, at Party A’s written
request and cost, take any reasonable steps required to be taken by it to effect
such transfer;
	 
	 	(iii)	 	a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all of its
assets to, another entity (but without prejudice to any other right or remedy
under this Agreement); and





35









 











	 	(iv)	 	a party may make such transfer of all or any part of its interest
in any amount payable to it from a Defaulting Party under Section 6(e).”






	 	(q)	 	Approval of Amendments, Transfers or Assignments. Notwithstanding any other
provisions of this Agreement, no amendments to this Agreement will be effected, nor may
the rights and obligations of Party A be transferred or assigned (other than transfers
and assignments pursuant to Section 7(iii) or (iv)), unless [(a) S&P confirms in
writing that such amendment, transfer or assignment will not cause S&P to reduce or
withdraw its then-current rating on any of the Series 20_-__ Notes and (b) Party A has
provided notice of such action to Moody’s and Fitch at least 10 Business Days prior to
its effectiveness.]
	 
	 	(r)	 	Party B Agent. Party A acknowledges that Party B has appointed Ford Motor
Credit Company LLC as its agent under the Administration Agreement to carry out certain
functions on behalf of Party B, and that Ford Motor Credit Company LLC will be entitled
to give notices and to perform and satisfy the obligations of Party B hereunder on
behalf of Party B.
	 
	 	(s)	 	Regulation AB Financial Disclosure.
	 
	 	 	 	Party A acknowledges that for so long as there are reporting obligations with respect
to any Transaction under this Agreement under Regulation AB, the Depositors are
required under Regulation AB to disclose certain information set forth in Regulation
AB regarding Party A or its group of affiliated entities, if applicable, depending on
the aggregate “significance percentage” of this Agreement and any other derivative
contracts between Party A or its group of affiliated entities, if applicable, and
Party B, as calculated from time to time in accordance with Item 1115 of Regulation
AB.
	 
	 	 	 	If the Depositors determine, reasonably and in good faith, that the “significance
percentage” of this Agreement has increased to 9%, then on any Business Day after the
date of such determination the Depositors may request from Party A the same
information set forth in Item 1115(b) of Regulation AB that would have been required
if the significance percentage had in fact increased to 10% (such request, a “Swap
Financial Disclosure Request” and such requested information, subject to the last
sentence of this paragraph, the “Swap Financial Disclosure”). Party A and Party B
further agree that the Swap Financial Disclosure provided to meet the Swap Financial
Disclosure Request will be the information set forth in Item 1115(b)(1) or Item
1115(b)(2) of Regulation AB, as applicable, and as specified by Party B.
	 
	 	 	 	Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own
expense, will within 30 days after receipt of such Swap Financial Disclosure Request
(or within 10 days after Party A being informed of the significance percentage
reaching 10% after such Swap Financial Disclosure Request): (i) provide the
Depositors with the Swap Financial Disclosure, (ii) subject to Rating Agency
Confirmation and approval by Party B (which approval will not be unreasonably
withheld), secure another entity to replace Party A as party to this Agreement on
terms substantially similar to this Agreement which entity is able and will provide
the Swap Financial Disclosure for such entity within the time period specified above
or (iii) subject to Rating Agency Confirmation and approval by Party B (which
approval will not be unreasonably withheld), obtain a guaranty of Party A’s
obligations under this Agreement from an affiliate of Party A that is able to provide
the




36









 






	 	 	 	Swap Financial Disclosure for such affiliate, such that disclosure provided in
respect of the affiliate will satisfy any disclosure requirements applicable to Party
A, and cause such affiliate to provide Swap Financial Disclosure within the time
period specified above. If permitted by Regulation AB, any required Swap Financial
Disclosure may be provided by incorporation by reference from reports filed pursuant
to the Exchange Act.






	 	(t)	 	Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed an original but all of which together shall constitute one and
the same instrument.





[Remainder of Page Intentionally Left Blank]





37









 








EXECUTED BY:




	 	 	 	 	 	 	 	 	 	 	 	 	 

	[HEDGE COUNTERPARTY]	 	 	 	FORD CREDIT FLOORPLAN MASTER OWNER TRUST A
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	By:	 	U.S. BANK TRUST NATIONAL ASSOCIATION,
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 not in its individual capacity, but solely as Owner Trustee
	 
	 	Name:	 	 	 	 	 	 	 	 	 	 
	 
	 	Title:	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	By:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 	 	Title:	 	 	 	 






[Signature Page to Swap Schedule]




 









 








			
	(Bilateral Form)
	 	(ISDA Agreements Subject to New York Law Only)









CREDIT SUPPORT ANNEX




dated as of [Date]



to the



ISDA MASTER AGREEMENT

(1992 — Multicurrency—Cross Border)



dated as of [______], 20__,



between




[HEDGE COUNTERPARTY],

a [_______]

(“Party A”)



and



FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,

a Delaware statutory trust

(“Party B”)



This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is
part of its Schedule and is a Credit Support Document under this Agreement with respect to each
party.




Accordingly, the parties agree as follows: —




Paragraph 1. Interpretation




(a) Definitions and Inconsistency. Capitalized terms not otherwise defined herein or elsewhere in
this Agreement have the meanings specified pursuant to Paragraph 12, and all references in this
Annex to Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency between
this Annex and the other provisions of this Schedule, this Annex will prevail, and in the event of
any inconsistency between Paragraph 13 and the other provisions of this Annex, Paragraph 13 will
prevail.




(b) Secured Party and Pledgor. All references in this Annex to the “Secured Party” will be to
either party when acting in that capacity and all corresponding references to the “Pledgor” will be
to the other party when acting in that capacity; provided, however, that if Other
Posted Support is held by a party to this Annex, all references herein to that party as the Secured
Party with respect to that Other Posted Support will be to that party as the beneficiary thereof
and will not subject that support or that party as the beneficiary thereof to provisions of law
generally relating to security interests and secured parties.




Copyright
©1994 by International Swaps and Derivatives Association, Inc.




 









 








Paragraph 2. Security Interest




Each party, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security
for its Obligations, and grants to the Secured Party a first priority continuing security interest
in, lien on and right of Set-off against all Posted Collateral Transferred to or received by the
Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted
Collateral, the security interest and lien granted hereunder on that Posted Collateral will be
released immediately and, to the extent possible, without any further action by either party.




Paragraph 3. Credit Support Obligations




(a) Delivery Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or
promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or
exceeds the Pledgor’s Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party
Eligible Credit Support having a Value as of the date of Transfer at least equal to the applicable
Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13,
the “Delivery Amount” applicable to the Pledgor for any Valuation Date will equal the amount by
which:




     (i) the Credit Support Amount



     exceeds



     (ii) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party.





 




			
	(b)	 	Return Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly
following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the
Secured Party’s Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted
Credit Support specified by the Pledgor in that demand having a Value as of the date of Transfer as
close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless
otherwise specified in Paragraph 13, the “Return Amount” applicable to the Secured Party for any
Valuation Date will equal the amount by which:





     (i) the Value as of that Valuation Date of all Posted Credit Support held by the Secured
Party



     exceeds



     (ii) the Credit Support Amount.



“Credit Support Amount” means, unless otherwise specified in Paragraph 13, for any Valuation Date
(i) the Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all Independent
Amounts applicable to the Pledgor, if any, minus (iii) all Independent Amounts applicable to the
Secured Party, if any, minus (iv) the Pledgor’s Threshold; provided, however, that
the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support
Amount yields a number less than zero.




Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and Substitutions




(a) Conditions Precedent. Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of
the Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent
that:





(i) no Event of Default, Potential Event of Default or Specified Condition has occurred and
is continuing with respect to the other party; and




(ii) no Early Termination Date for which any unsatisfied payment obligations exist has
occurred or been designated as the result of an Event of Default or Specified Condition with
respect to the other party.



2









 





(b) Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand
for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification
Time, then the relevant Transfer will be made not later than the close of business on the next
Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer
will be made not later than the close of business on the second Local Business Day thereafter.




(c) Calculations. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d)
will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each
party (or the other party, if the Valuation Agent is a party) of its calculations not later than
the Notification Time on the Local Business Day following the applicable Valuation Date (or in the
case of Paragraph 6(d), following the date of calculation).




(d) Substitutions.





(i) Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifying
the items of Posted Credit Support to be exchanged, the Pledgor may, on any Local Business
Day, Transfer to the Secured Party substitute Eligible Credit Support (the “Substitute
Credit Support”); and




(ii) subject to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of
Posted Credit Support specified by the Pledgor in its notice not later than the Local
Business Day following the date on which the Secured Party receives the Substitute Credit
Support, unless otherwise specified in Paragraph 13 (the “Substitution Date”);
provided that the Secured Party will only be obligated to Transfer Posted Credit
Support with a Value as of the date of Transfer of that Posted Credit Support equal to the
Value as of that date of the Substitute Credit Support.



Paragraph 5. Dispute Resolution




If a party (a “Disputing Party”) disputes (I) the Valuation Agent’s calculation of a Delivery
Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted
Credit Support, then (1) the Disputing Party will notify the other party and the Valuation Agent
(if the Valuation Agent is not the other party) not later than the close of business on the Local
Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I)
above or (Y) the date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the
appropriate party will Transfer the undisputed amount to the other party not later than the close
of business on the Local Business Day following (X) the date that the demand is made under
Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (3) the
parties will consult with each other in an attempt to resolve the dispute and (4) if they fail to
resolve the dispute by the Resolution Time, then:





(i) In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise
specified in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value
as of the Recalculation Date by:




(A) utilizing any calculations of Exposure for the Transactions (or Swap Transactions)
that the parties have agreed are not in dispute;




(B) calculating the Exposure for the Transactions (or Swap Transactions) in dispute by
seeking four actual quotations at mid-market from Reference Market-makers for purposes of
calculating Market Quotation, and taking the arithmetic average of those obtained;
provided that if four quotations are not available for a particular Transaction
(or Swap Transaction), then fewer than four quotations may be used for that Transaction
(or Swap Transaction); and if no quotations are available for a particular Transaction (or
Swap Transaction), then the Valuation Agent’s original calculations will be used for that
Transaction (or Swap Transaction); and




(C) utilizing the procedures specified in Paragraph 13 for calculating the Value, if
disputed, of Posted Credit Support.




(ii) In the case of a dispute involving the Value of any Transfer of Eligible Credit Support
or Posted Credit Support, the Valuation Agent will recalculate the Value as of the date of
Transfer pursuant to Paragraph 13.



3









 





Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party
(or the other party, if the Valuation Agent is a party) not later than the Notification Time on the
Local Business Day following the Resolution Time. The appropriate party will, upon demand
following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to
Paragraphs 4(a) and 4(b), make the appropriate Transfer.




Paragraph 6. Holding and Using Posted Collateral




(a) Care of Posted Collateral. Without limiting the Secured Party’s rights under Paragraph 6(c),
the Secured Party will exercise reasonable care to assure the safe custody of all Posted Collateral
to the extent required by applicable law, and in any event the Secured Party will be deemed to have
exercised reasonable care if it exercises at least the same degree of care as it would exercise
with respect to its own property. Except as specified in the preceding sentence, the Secured Party
will have no duty with respect to Posted Collateral, including, without limitation, any duty to
collect any Distributions, or enforce or preserve any rights pertaining thereto.




(b) Eligibility to Hold Posted Collateral; Custodians.





(i) General. Subject to the satisfaction of any conditions specified in Paragraph 13 for
holding Posted Collateral, the Secured Party will be entitled to hold Posted Collateral or
to appoint an agent (a “Custodian”) to hold Posted Collateral for the Secured Party. Upon
notice by the Secured Party to the Pledgor of the appointment of a Custodian, the Pledgor’s
obligations to make any Transfer will be discharged by making the Transfer to that
Custodian. The holding of Posted Collateral by a Custodian will be deemed to be the holding
of that Posted Collateral by the Secured Party for which the Custodian is acting.




(ii) Failure to Satisfy Conditions. If the Secured Party or its Custodian fails to satisfy
any conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the
Secured Party will, not later than five Local Business Days after the demand, Transfer or
cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that
satisfies those conditions or to the Secured Party if it satisfies those conditions.




(iii) Liability. The Secured Party will be liable for the acts or omissions of its
Custodian to the same extent that the Secured Party would be liable hereunder for its own
acts or omissions.



(c) Use of Posted Collateral. Unless otherwise specified in Paragraph 13 and without limiting the
rights and obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the Secured
Party is not a Defaulting Party or an Affected Party with respect to a Specified Condition and no
Early Termination Date has occurred or been designated as the result of an Event of Default or
Specified Condition with respect to the Secured Party, then the Secured Party will, notwithstanding
Section 9-207 of the New York Uniform Commercial Code, have the right to:





(i) sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or
otherwise use in its business any Posted Collateral it holds, free from any claim or right
of any nature whatsoever of the Pledgor, including any equity or right of redemption by the
Pledgor; and




(ii) register any Posted Collateral in the name of the Secured Party, its Custodian or a
nominee for either.



For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support
pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the
Secured Party will be deemed to continue to hold all Posted Collateral and to receive Distributions
made thereon, regardless of whether the Secured Party has exercised any rights with respect to any
Posted Collateral pursuant to (i) or (ii) above.




(d) Distributions and Interest Amount





(i) Distributions. Subject to Paragraph 4(a), if the Secured Party receives or is deemed to
receive Distributions on a Local Business Day, it will Transfer to the Pledgor not later
than the following Local Business Day any Distributions it receives or is deemed to receive
to the extent that a Delivery Amount would not be created or increased by that Transfer, as
calculated by the Valuation Agent (and the date of calculation will be deemed to be a
Valuation Date for this purpose).



4









 






(ii) Interest Amount. Unless otherwise specified in Paragraph 13 and subject to Paragraph
4(a), in lieu of any interest, dividends or other amounts paid or deemed to have been paid
with respect to Posted Collateral in the form of Cash (all of which may be retained by the
Secured Party), the Secured Party will Transfer to the Pledgor at the times specified in
Paragraph 13 the Interest Amount to the extent that a Delivery Amount would not be created
or increased by that Transfer, as calculated by the Valuation Agent (and the date of
calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or
portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral
in the form of Cash and will be subject to the security interest granted under Paragraph 2.



Paragraph 7. Events of Default




For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect
to a party if:





(i) that party fails (or fails to cause its Custodian) to make, when due, any Transfer of
Eligible Collateral, Posted Collateral or the Interest Amount, as applicable, required to be
made by it and that failure continues for two Local Business Days after notice of that
failure is given to that party;




(ii) that party fails to comply with any restriction or prohibition specified in this Annex
with respect to any of the rights specified in Paragraph 6(c) and that failure continues for
five Local Business Days after notice of that failure is given to that party; or




(iii) that party fails to comply with or perform any agreement or obligation other than
those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after
notice of that failure is given to that party.



Paragraph 8. Certain Rights and Remedies




(a) Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified
Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination
Date has occurred or been designated as the result of an Event of Default or Specified Condition
with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that
are then due, the Secured Party may exercise one or more of the following rights and remedies:





(i) all rights and remedies available to a secured party under applicable law with respect
to Posted Collateral held by the Secured Party;




(ii) any other rights and remedies available to the Secured Party under the terms of Other
Posted Support, if any;




(iii) the right to Set-off any amounts payable by the Pledgor with respect to any
Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral
held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted
Collateral); and




(iv) the right to liquidate any Posted Collateral held by the Secured Party through one or
more public or private sales or other dispositions with such notice, if any, as may be
required under applicable law, free from any claim or right of any nature whatsoever of the
Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party
having the right to purchase any or all of the Posted Collateral to be sold) and to apply
the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral
to any amounts payable by the Pledgor with respect to any Obligations in that order as the
Secured Party may elect.



5









 





Each party acknowledges and agrees that Posted Collateral in the form of securities may decline
speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the
Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party,
except any notice that is required under applicable law and cannot be waived.




(b) Pledgor’s Rights and Remedies. If at any time an Early Termination Date has occurred or been
designated as the result of an Event of Default or Specified Condition with respect to the Secured
Party, then (except in the case of an
Early Termination Date relating to less than all Transactions (or Swap Transactions) where the
Secured Party has paid in full all of its obligations that are then due under Section 6(e) of this
Agreement):





(i) the Pledgor may exercise all rights and remedies available to a pledgor under applicable
law with respect to Posted Collateral held by the Secured Party;




(ii) the Pledgor may exercise any other rights and remedies available to the Pledgor under
the terms of Other Posted Support, if any;




(iii) the Secured Party will be obligated immediately to Transfer all Posted Collateral and
the Interest Amount to the Pledgor; and




(iv) to the extent that Posted Collateral or the Interest Amount is not so Transferred
pursuant to (iii) above, the Pledgor may:




(A) Set-off any amounts payable by the Pledgor with respect to any Obligations against any
Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured
Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and




(B) to the extent that the Pledgor does not Set-off under (iv)(A) above, withhold payment
of any remaining amounts payable by the Pledgor with respect to any Obligations, up to the
Value of any remaining Posted Collateral held by the Secured Party, until that Posted
Collateral is Transferred to the Pledgor.



(c) Deficiencies and Excess Proceeds. The Secured Party will Transfer to the Pledgor any proceeds
and Posted Credit Support remaining after liquidation, Set-off and/or application under Paragraphs
8(a) and 8(b) after satisfaction in full of all amounts payable by the Pledgor with respect to any
Obligations; the Pledgor in all events will remain liable for any amounts remaining unpaid after
any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).




(d) Final Returns. When no amounts are or thereafter may become payable by the Pledgor with
respect to any Obligations (except for any potential liability under Section 2(d) of this
Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the
Interest Amount, if any.




Paragraph 9. Representations




Each party represents to the other party (which representations will be deemed to be repeated as of
each date on which it, as the Pledgor, Transfers Eligible Collateral) that:





(i) it has the power to grant a security interest in and lien on any Eligible Collateral it
Transfers as the Pledgor and has taken all necessary actions to authorize the granting of
that security interest and lien;




(ii) it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral
it Transfers to the Secured Party hereunder, free and clear of any security interest, lien,
encumbrance or other restrictions other than the security interest and lien granted under
Paragraph 2;



6









 







(iii) upon the Transfer of any Eligible Collateral to the Secured Party under the terms of
this Annex, the Secured Party will have a valid and perfected first priority security
interest therein (assuming that any
central clearing corporation or any third-party
financial intermediary or other entity not within the control of the Pledgor involved in the
Transfer of that Eligible Collateral gives the notices and takes the action required of it
under applicable law for perfection of that interest); and




(iv) the performance by it of its obligations under this Annex will not result in the
creation of any security interest, lien or other encumbrance on any Posted Collateral other
than the security interest and lien granted under Paragraph 2.



Paragraph 10. Expenses




(a) General. Except as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay its
own costs and expenses in connection with performing its obligations under this Annex and neither
party will be liable for any costs and expenses incurred by the other party in connection herewith.




(b) Posted Credit Support. The Pledgor will promptly pay when due all taxes, assessments or
charges of any nature that are imposed with respect to Posted Credit Support held by the Secured
Party upon becoming aware of the same, regardless of whether any portion of that Posted Credit
Support is subsequently disposed of under Paragraph 6(c), except for those taxes, assessments and
charges that result from the exercise of the Secured Party’s rights under Paragraph 6(c).




(c) Liquidation/Application of Posted Credit Support. All reasonable costs and expenses incurred
by or on behalf of the Secured Party or the Pledgor in connection with the liquidation and/or
application of any Posted Credit Support under Paragraph 8 will be payable, on demand and pursuant
to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no Defaulting
Party, equally by the parties.




Paragraph 11. Miscellaneous




(a) Default Interest. A Secured Party that fails to make, when due, any Transfer of Posted
Collateral or the Interest Amount will be obligated to pay the Pledgor (to the extent permitted
under applicable law) an amount equal to interest at the Default Rate multiplied by the Value of
the items of property that were required to be Transferred, from (and including) the date that
Posted Collateral or Interest Amount was required to be Transferred to (but excluding) the date of
Transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the
basis of daily compounding and the actual number of days elapsed.




(b) Further Assurances. Promptly following a demand made by a party, the other party will execute,
deliver, file and record any financing statement, specific assignment or other document and take
any other action that may be necessary or desirable and reasonably requested by that party to
create, preserve, perfect or validate any security interest or lien granted under Paragraph 2, to
enable that party to exercise or enforce its rights under this Annex with respect to Posted Credit
Support or an Interest Amount or to effect or document a release of a security interest on Posted
Collateral or an Interest Amount.




(c) Further Protection. The Pledgor will promptly give notice to the Secured Party of, and defend
against, any suit, action, proceeding or lien that involves Posted Credit Support Transferred by
the Pledgor or that could adversely affect the security interest and lien granted by it under
Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured
Party’s rights under Paragraph 6(c).




(d) Good Faith and Commercially Reasonable Manner. Performance of all obligations under this
Annex, including, but not limited to, all calculations, valuations and determinations made by
either party, will be made in good faith and in a commercially reasonable manner.




(e) Demands and Notices. All demands and notices made by a party under this Annex will be made as
specified in the Notices Section of this Agreement, except as otherwise provided in Paragraph 13.



7









 







(f) Specifications of Certain Matters. Anything referred to in this Annex as being specified in
Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex
will be construed accordingly.




Paragraph 12. Definitions




As used in this Annex:—




“Cash” means the lawful currency of the United States of America.




“Credit Support Amount” has the meaning specified in Paragraph 3.




“Custodian” has the meaning specified in Paragraphs 6(b)(i) and 13.




“Delivery Amount” has the meaning specified in Paragraph 3(a).




“Disputing Party” has the meaning specified in Paragraph 5.




“Distributions” means with respect to Posted Collateral other than Cash, all principal, interest
and other payments and distributions of cash or other property with respect thereto, regardless of
whether the Secured Party has disposed of that Posted Collateral under Paragraph 6(c).
Distributions will not include any item of property acquired by the Secured Party upon any
disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the
form of Cash, any distributions on that collateral, unless otherwise specified herein.




“Eligible Collateral” means, with respect to a party, the items, if any, specified as such for that
party in Paragraph 13.




“Eligible Credit Support” means Eligible Collateral and Other Eligible Support.




“Exposure” means for any Valuation Date or other date for which Exposure is calculated and subject
to Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to a party that
is the Secured Party by the other party (expressed as a positive number) or by a party that is the
Secured Party to the other party (expressed as a negative number) pursuant to Section
6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being
terminated as of the relevant Valuation Time; provided that Market Quotation will be
determined by the Valuation Agent using its estimates at mid-market of the amounts that would be
paid for Replacement Transactions (as that term is defined in the definition of “Market
Quotation”).




“Independent Amount” means, with respect to a party, the amount specified as such for that party in
Paragraph 13; if no amount is specified, zero.




“Interest Amount” means, with respect to an Interest Period, the aggregate sum of the amounts of
interest calculated for each day in that Interest Period on the principal amount of Posted
Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured
Party for each such day as follows:





(x) the amount of that Cash on that day; multiplied by




(y) the Interest Rate in effect for that day; divided by




(z) 360.



“Interest Period” means the period from (and including) the last Local Business Day on which an
Interest Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Local
Business Day on which Posted Collateral in the form of Cash was Transferred to or received by the
Secured Party) to (but excluding) the Local Business Day on which the current Interest Amount is to
be Transferred.




8









 








“Interest Rate” means the rate specified in Paragraph 13.




“Local Business Day,” unless otherwise specified in Paragraph 13, has the meaning specified in the
Definitions Section of this Agreement, except that references to a payment in clause (b) thereof
will be deemed to include a Transfer under this Annex.




“Minimum Transfer Amount” means, with respect to a party, the amount specified as such for that
party in Paragraph 13; if no amount is specified, zero.




“Notification Time” has the meaning specified in Paragraph 13.




“Obligations” means, with respect to a party, all present and future obligations of that party
under this Agreement and any additional obligations specified for that party in Paragraph 13.








“Other Eligible Support” means, with respect to a party, the items, if any, specified as such for
that party in Paragraph 13.




“Other Posted Support” means all Other Eligible Support Transferred to the Secured Party that
remains in effect for the benefit of that Secured Party.




“Pledgor” means either party, when that party (i) receives a demand for or is required to Transfer
Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under
Paragraph 3(a).




“Posted Collateral” means all Eligible Collateral, other property, Distributions, and all proceeds
thereof that have been Transferred to or received by the Secured Party under this Annex and not
Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the
Secured Party under Paragraph 8. Any Interest Amount or portion thereof not Transferred pursuant
to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash.




“Posted Credit Support” means Posted Collateral and Other Posted Support.




“Recalculation Date” means the Valuation Date that gives rise to the dispute under Paragraph 5;
provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to
the resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date
under Paragraph 3.




“Resolution Time” has the meaning specified in Paragraph 13.




“Return Amount” has the meaning specified in Paragraph 3(b).




“Secured Party” means either party, when that party (i) makes a demand for or is entitled to
receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted
Credit Support.




“Specified Condition” means, with respect to a party, any event specified as such for that party in
Paragraph 13.




“Substitute Credit Support” has the meaning specified in Paragraph 4(d)(i).




“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).




“Threshold” means, with respect to a party, the amount specified as such for that party in
Paragraph 13; if no amount is specified, zero.




“Transfer” means, with respect to any Eligible Credit Support, Posted Credit Support or Interest
Amount, and in accordance with the instructions of the Secured Party, Pledgor or Custodian, as
applicable:





(i) in the case of Cash, payment or delivery by wire transfer into one or more bank accounts
specified by the recipient;



9









 






(ii) in the case of certificated securities that cannot be paid or delivered by book-entry,
payment or delivery in appropriate physical form to the recipient or its account accompanied
by any duly executed instruments of transfer, assignments in blank, transfer tax stamps and
any other documents necessary to constitute a legally valid transfer to the recipient;




(iii) in the case of securities that can be paid or delivered by book-entry, the giving of
written instructions to the relevant depository institution or other entity specified by the
recipient, together with a written copy thereof to the recipient, sufficient if complied
with to result in a legally effective transfer of the relevant interest to the recipient;
and




(iv) in the case of Other Eligible Support or Other Posted Support, as specified in
Paragraph 13.



“Valuation Agent” has the meaning specified in Paragraph 13.




“Valuation Date” means each date specified in or otherwise determined pursuant to Paragraph 13.




“Valuation Percentage” means, for any item of Eligible Collateral, the percentage specified in
Paragraph 13.




“Valuation Time” has the meaning specified in Paragraph 13.




“Value” means for any Valuation Date or other date for which Value is calculated and subject to
Paragraph 5 in the case of a dispute, with respect to:





(i) Eligible Collateral or Posted Collateral that is:




(A) Cash, the amount thereof; and




(B) a security, the bid price obtained by the Valuation Agent multiplied by the applicable
Valuation Percentage, if any;




(ii) Posted Collateral that consists of items that are not specified as Eligible
Collateral, zero; and



Other Eligible Support and Other Posted Support, as specified in Paragraph 13.




10









 








Paragraph 13.
Elections and Variables




(a) Security Interest for “Obligations.” The term “Obligations” as used in this Annex includes the
following additional obligations:



With respect to Party A: None.


With respect to Party B: None.



(b) Credit Support Obligations.





(i) Delivery Amount, Return Amount and Credit Support Amount.




(A) “Delivery Amount” has the meaning specified in Paragraph 3(a), except that:




(1) the words “upon a demand made by the Secured Party on or promptly following a
Valuation Date” shall be deleted and replaced by the words “not later than the close
of business on each Valuation Date”;




(2) the sentence beginning “Unless otherwise specified in Paragraph 13” and ending
“(ii) the Value as of that Valuation Date of all Posted Credit Support held by the
Secured Party.” shall be deleted in its entirety and replaced with the following:




“The “Delivery Amount” applicable to the Pledgor for any Valuation Date will equal
the greatest of:




	 	(1)	 	[the amount by which (a) the Moody’s Credit Support
Amount for such Valuation Date exceeds (b) the Moody’s Value, as of such
Valuation Date, of all Posted Credit Support held by the Secured Party;]
	 
	 	(2)	 	[the amount by which (a) the S&P Credit Support Amount
for such Valuation Date exceeds (b) the S&P Value, as of such Valuation
Date, of all Posted Credit Support held by the Secured Party; and]
	 
	 	(3)	 	[the amount by which (a) the Fitch Credit Support Amount
for such Valuation Date exceeds (b) the Fitch Value, as of such Valuation
Date, of all Posted Credit Support held by the Secured Party.”; and]






(3) if, on any Valuation Date, the Delivery Amount equals or exceeds the Pledgor’s
Minimum Transfer Amount, the Pledgor will Transfer to the Secured Party sufficient
Eligible Credit Support to ensure that, immediately following such Transfer, the
Delivery Amount shall be zero.




(B) “Return Amount” has the meaning specified in Paragraph 3(b), except that:




(1) the sentence beginning “Unless otherwise specified in Paragraph 13” and ending
“(ii) the Credit Support Amount.” shall be deleted in its entirety and replaced with
the following:




“The “Return Amount” applicable to the Secured Party for any Valuation Date will
equal the least of:




	 	(1)	 	[the amount by which (a) the Moody’s Value, as of such
Valuation Date, of all Posted Credit Support held by the Secured Party
exceeds (b) the Moody’s Credit Support Amount for such Valuation Date;] 




11









 






	 	(2)	 	[the amount by which (a) the S&P Value, as of such
Valuation Date, of all Posted Credit Support held by the Secured Party
exceeds (b) the S&P Credit Support Amount for such Valuation Date; and]
	 
	 	(3)	 	[the amount by which (a) the Fitch Value, as of such
Valuation Date, of all Posted Credit Support held by the Secured Party
exceeds (b) the Fitch Credit Support Amount for such Valuation Date.”; and]






(2) in no event shall the Secured Party be required to Transfer any Posted Credit
Support under Paragraph 3(b) if, immediately following such Transfer, the Delivery
Amount would be greater than zero.




(C) The term “Credit Support Amount” shall mean [the Moody’s Credit Support Amount, the
S&P Credit Support Amount and the Fitch Credit Support Amount, as applicable.]




(D) For purposes of this Annex, the following terms have the meanings set forth below:




[“Moody’s Credit Support Amount” means, for any Valuation Date:




	 	(i)	 	if the Moody’s Threshold for such Valuation Date is zero
and either (a) the Moody’s Second Rating Trigger Requirements do not apply
or (b) less than 30 Local Business Days have elapsed since the last time the
Moody’s Second Rating Trigger Requirements did not apply, an amount in USD
equal to the greater of (1) the sum of (a) the Secured Party’s Exposure and
(b) the aggregate of the Moody’s First Trigger Collateral Amounts (as
defined below) in respect of such Valuation Date for all Transactions
hereunder and (2) zero;
	 
	 	(ii)	 	if the Moody’s Threshold for such Valuation Date is zero
and the Moody’s Second Rating Trigger Requirements apply and 30 or more
Local Business Days have elapsed since the last time the Moody’s Second
Rating Trigger Requirements did not apply, an amount in USD equal to the
greatest of (1) the sum of (a) the Secured Party’s Exposure and (b) the
aggregate of the Moody’s Second Trigger Collateral Amounts (as defined
below) in respect of such Valuation Date for all Transactions hereunder, (2)
an aggregate amount equal to the sum of the Next Payments payable by Party A
pursuant to each Transaction hereunder in respect of the Next Payment Dates
scheduled to occur on or after such Valuation Date and (3) zero; or
	 
	 	(iii)	 	if the Moody’s Threshold for such Valuation Date is
infinity, zero.]






[“Moody’s First Trigger Collateral Amount” means, in respect of each Transaction
hereunder on any date, an amount in USD equal to the Notional Amount of such
Transaction on such date multiplied by the Applicable Percentage set forth in the
table in Exhibit A hereto.]




[“Moody’s Second Trigger Collateral Amount” means, in respect of each Transaction
hereunder on any date, an amount in USD equal to the Notional Amount of such
Transaction on such date multiplied by the Applicable Percentage set forth in the
applicable table in Exhibit B hereto.]




[“Moody’s Value” means, on any date and with respect to any Eligible Collateral other
than Cash, the bid price obtained by the Valuation Agent, or in the case of Cash the
amount thereof, multiplied by the applicable Moody’s Valuation Percentage for such
Eligible Collateral set forth in Paragraph 13(b)(ii)(A).]




[“Next Payment” means, for each Transaction and each Valuation Date, the greater of
(i) the aggregate amount of any payments due to be made by Party A under Section 2(a)
in respect of such Transaction on the related Next Payment Date less the aggregate
amount of any payments due to be made by Party B under Section 2(a) on such Next
Payment Date (any such payments determined based on rates prevailing on such
Valuation Date) and (ii) zero.]



12









 






[“Next Payment Date” means, for each Transaction and each Valuation Date, the next
date on which a scheduled payment under such Transaction is due to be paid.]




[“S&P Credit Support Amount” means, for any Valuation Date:




	 	(i)	 	if the S&P Threshold for such Valuation Date is zero and
an S&P First Rating Trigger has [occurred (or on the date of this Annex, if
no Relevant Entity has the S&P First Trigger Required Ratings) and an S&P
Second Rating Trigger has not] been continuing for 10 or more Local Business
Days, an amount equal to [125% of the Secured Party’s Exposure] [the sum of
(1) 100% of the Secured Party’s Exposure plus (2) the product of 10% (the
“S&P Volatility Buffer”) multiplied by the Notional Amount on such Valuation
Date of each Transaction hereunder;]
	 
	 	(ii)	 	[if the S&P Threshold for such Valuation Date is zero and
an S&P Second Rating Trigger has been continuing for 10 or more Local
Business Days, an amount equal to the sum of (1) 100% of the Secured Party’s
Exposure plus (2) the product of the S&P Volatility Buffer multiplied by the
Notional Amount on such Valuation Date of each Transaction hereunder; or]
	 
	 	(iii)	 	if the S&P Threshold is infinity, zero.]






[“S&P Value” means, on any date and with respect to any Eligible Collateral other
than Cash, the bid price obtained by the Valuation Agent, or in the case of Cash the
amount thereof, multiplied by the applicable S&P Valuation Percentage for such
Eligible Collateral set forth in Paragraph 13(b)(ii)(B).]




[“Fitch Credit Support Amount” means, for any Valuation Date:




	 	(i)	 	if the Fitch Threshold for such Valuation Date is zero
and a Fitch First Rating Trigger or a Fitch Second Rating Trigger is
continuing, an amount in USD equal to the greater of (1) the sum of (a) the
Secured Party’s Exposure plus (b) the product of the Fitch Volatility Buffer
for each Transaction hereunder multiplied by the Notional Amount on such
Valuation Date of each Transactions hereunder and (2) zero; or
	 
	 	(ii)	 	if the Fitch Threshold for such Valuation Date is infinity, zero.]






[“Fitch Value” means, on any date and with respect to any Eligible Collateral other
than Cash, the bid price obtained by the Valuation Agent, or in the case of Cash the
amount thereof, multiplied by the applicable Fitch Valuation Percentage for such
Eligible Collateral set forth in Paragraph 13(b)(ii)(C).]




[“Fitch Volatility Buffer” means the percentage set forth in the following table with
respect to any Transaction:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Weighted Average Life of Hedge in Years	 
	Notes’ Rating	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 
	 
	USD Interest Rate Swaps	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AA- or Better
	 	 	0.6	 	 	 	1.6	 	 	 	2.6	 	 	 	3.4	 	 	 	4.2	 	 	 	4.8	 	 	 	5.5	 	 	 	5.9	 	 	 	6.4	 	 	 	7.0	 
	A+/A
	 	 	0.3	 	 	 	0.8	 	 	 	1.3	 	 	 	1.7	 	 	 	2.1	 	 	 	2.4	 	 	 	2.8	 	 	 	3.0	 	 	 	3.3	 	 	 	3.6	 
	A-/BBB+
	 	 	0.2	 	 	 	0.6	 	 	 	1.0	 	 	 	1.3	 	 	 	1.6	 	 	 	1.9	 	 	 	2.1	 	 	 	2.3	 	 	 	2.5	 	 	 	2.7]	 






13









 







(ii) Eligible Collateral. The following items will qualify as “Eligible Collateral”
for the party specified:




With respect to Party A: On any date, the items set forth below (all
Eligible Collateral to be denominated in USD).




With respect to Party B: None.




(A) [Moody’s Valuation Percentage.



	 	 	 	 	 	 	 	 	 
	 	 	Moody’s First Rating	 	Moody’s Second Rating
	Instrument	 	Trigger Requirements	 	Trigger Requirements
	U.S. Dollar Cash
	 	 	100	%	 	 	100	%
	Fixed-Rate Negotiable Treasury Debt Issued by the U.S. Treasury Department
with Remaining Maturity:

	<1 Year
	 	 	100	%	 	 	100	%
	1 to 2 years
	 	 	100	%	 	 	99	%
	2 to 3 years
	 	 	100	%	 	 	98	%
	3 to 5 years
	 	 	100	%	 	 	97	%
	5 to 7 years
	 	 	100	%	 	 	96	%
	7 to 10 years
	 	 	100	%	 	 	94	%
	10 to 20 years
	 	 	100	%	 	 	90	%
	More than 20 years
	 	 	100	%	 	 	88	%
	Floating-Rate Negotiable Treasury Debt Issued by the U.S. Treasury Department

	All Maturities
	 	 	100	%	 	 	99	%
	Fixed-Rate U.S. Agency Debentures with Remaining Maturity:

	<1 Year
	 	 	100	%	 	 	99	%
	1 to 2 years
	 	 	100	%	 	 	99	%
	2 to 3 years
	 	 	100	%	 	 	98	%
	3 to 5 years
	 	 	100	%	 	 	96	%
	5 to 7 years
	 	 	100	%	 	 	93	%
	7 to 10 years
	 	 	100	%	 	 	93	%
	10 to 20 years
	 	 	100	%	 	 	89	%
	More than 20 years
	 	 	100	%	 	 	87	%
	Floating-Rate U.S. Agency Debentures

	All Maturities
	 	 	100	%	 	 	98	%]







[“Moody’s Valuation Percentage” means, with respect to a Valuation Date and each
instrument in the above table, (i) so long as the Moody’s Threshold for such
Valuation Date is zero and either (A) the Moody’s Second Rating Trigger Requirements
do not apply or (B) less than 30 Local Business Days have elapsed since the last time
the Moody’s Second Rating Trigger Requirements did not apply, the corresponding
percentage for such instrument in the column headed “Moody’s First Rating Trigger
Requirements” or (ii) so long as the Moody’s Threshold for such Valuation Date is
zero and (A) the Moody’s Second Rating Trigger Requirements apply and (B) at least 30
Local Business Days have elapsed since the last time the Moody’s Second Rating
Trigger Requirements did not apply, the corresponding percentage in the column headed
“Moody’s Second Rating Trigger Requirements.”]



14









 






  (B) [S&P Valuation Percentage.




  [Insert for 2008 Criteria]



	 	 	 	 	 
	Instrument	 	S&P First Rating Trigger
	U.S. Dollar Cash
	 	 	80	%
	Fixed-Rate Negotiable Treasury Debt Issued by the U.S. Treasury Department
with Remaining Maturity:

	< 1 year
	 	 	79.1	%
	1 to 5 years
	 	 	78.4	%
	5 to 7 years
	 	 	75.0	%
	7 to 10 years
	 	 	74.1	%
	10 to 20 years
	 	 	72.9	%
	More than 20 years
	 	 	70.9	%
	Fixed-Rate U.S. Agency Debentures with Remaining Maturity:

	< 5 years
	 	 	78.4	%
	5 to 10 years
	 	 	74.1	%
	10 to 20 years
	 	 	66.1	%
	More than 20 years
	 	 	62.3	%







	 	 	[Insert for 2009 Criteria]





	 	 	 	 	 	 	 	 	 
	Instrument	 	S&P First Rating Trigger	 	S&P Second Rating Trigger
	U.S. Dollar Cash
	 	 	100	%	 	 	100%]	 







[“S&P Valuation Percentage” means, with respect to a Valuation Date and each
instrument in the above table, [(i)] so long as the S&P Threshold for such Valuation
Date is zero and an S&P First Rating Trigger has [occurred and an S&P Second Rating
Trigger has not] been continuing for 10 or more Local Business Days, the
corresponding percentage for such instrument in the column headed “S&P First Rating
Trigger” [and (ii) so long as the S&P Threshold for such Valuation Date is zero and
an S&P Second Rating Trigger has been continuing for 30 or more calendar days, the
corresponding percentage for such instrument in the column headed “S&P Second Rating
Trigger”].]




15











 




          (C) [Fitch Valuation Percentage.



	 	 	 	 	 	 	 	 	 
	 	 	Fitch First Rating	 	 	Fitch Second Rating	 
	Instrument	 	Trigger	 	 	Trigger	 
	U.S. Dollar Cash
	 	 	100	%	 	 	100	%
	
Fixed-Rate Negotiable Treasury Debt Issued by the U.S. Treasury Department
with Remaining Maturity:
	Less than 1 year
	 	 	97.5	%	 	 	97.5	%
	1 to 2 years
	 	 	91.5	%	 	 	91.5	%
	2 to 3 years
	 	 	91.5	%	 	 	91.5	%
	3 to 5 years
	 	 	91.5	%	 	 	91.5	%
	5 to 7 years
	 	 	86.3	%	 	 	86.3	%
	7 to 10 years
	 	 	86.3	%	 	 	86.3	%
	10 to 20 years
	 	 	79	%	 	 	79	%
	
Floating-Rate Negotiable Treasury Debt Issued by the U.S. Treasury Department with
Remaining Maturity:
	All Maturities
	 	 	(1	)	 	 	(1	)
	
Fixed-Rate and Floating-Rate U.S. Agency Debentures with Remaining Maturity:
	All Maturities
	 	 	(1	)	 	 	(1	)





 
 





(1)    Subject to review by Fitch.]




[“Fitch Valuation Percentage” means, with respect to a Valuation Date and each
instrument in the above table, (i) so long as the Fitch Threshold for such Valuation
Date is zero and a Fitch Second Rating Trigger has not been continuing for 30 or
more calendar days, the corresponding percentage for such instrument in the column
headed “Fitch First Rating Trigger” and (ii) so long as the Fitch Threshold for such
Valuation Date is zero and a Fitch Second Rating Trigger has been continuing for 30
or more calendar days, the corresponding percentage for such instrument in the
column headed “Fitch Second Rating Trigger”.]




(iii) Other Eligible Support. The following items will qualify as “Other Eligible Support”
for the party specified:




With respect to Party A: As of the date of this Annex, None; provided, that
upon the first Transfer of Eligible Collateral under this Annex, the Pledgor may, at
the Pledgor’s expense, agree with the relevant Rating Agency (to the extent such
Rating Agency is providing a rating for the Series 20_-__ Notes) as to such Other
Eligible Support that the Pledgor may designate, and upon such agreement (as
evidenced in writing), Pledgor may designate such Other Eligible Support hereunder.



With respect to Party B: None.




(iv) Thresholds.




	 	(A)	 	“Independent Amount” means with respect to Party A: zero.
	 
	 	 	 	“Independent Amount” means with respect to Party B: zero.
	 
	 	(B)	 	“Threshold” means with respect to Party A: [the Moody’s Threshold, the S&P
Threshold and the Fitch Threshold, as applicable.]
	 
	 	 	 	“Threshold” means with respect to Party B: infinity.




16









 






	 	 	 	[“Moody’s Threshold” means, with respect to Party A and any Valuation Date, (a) so long as
the Moody’s First Rating Trigger Requirements apply and either (i) the Moody’s First
Rating Trigger Requirements have applied since this Annex was executed or (ii) at least 30 Local Business
Days have elapsed since the last time the Moody’s First Rating Trigger Requirements did
not apply, zero, and (b) at any other time, infinity.]
	 
	 	 	 	[“S&P Threshold” means, with respect to Party A and any Valuation Date, (a) so long
as the S&P First Rating Trigger [has occurred and an S&P Second Rating Trigger has
not been continuing for at least 10 Local Business Days or since this Annex was
executed or an S&P Second Rating Trigger] has been continuing for at least 10 Local
Business Days, zero and (b) at any other time, infinity.]
	 
	 	 	 	[“Fitch Threshold” means, with respect to Party A and any Valuation Date, (a) either
(i) so long as the Fitch First Rating Trigger has been continuing for at least 30
calendar days or since this Annex was executed, or (ii) so long as the Fitch Second
Rating Trigger has been continuing for at least 30 calendar days, zero and (b) at
any other time, infinity.]






(C) “Minimum Transfer Amount” means with respect to Party A: U.S.$100,000;
[provided, however, that if the aggregate outstanding principal balance of
the Series 20_-__ Notes rated by S&P is at the time of any transfer less than
U.S.$50,000,000, the “Minimum Transfer Amount” shall mean U.S.$50,000;] provided,
further, however, that at any time Party A is a Defaulting Party, the
“Minimum Transfer Amount” shall mean zero.




“Minimum Transfer Amount” means with respect to Party B: U.S.$100,000;
provided, however, that at any time Party B is a Defaulting Party, the
“Minimum Transfer Amount” shall mean zero.




(D) Rounding. The Delivery Amount will be rounded up to the nearest integral multiple of
U.S.$1,000. The Return Amount will be rounded down to the nearest integral multiple of
U.S.$1,000.



(c) Valuation and Timing.





(i) “Valuation Agent” means Party A in all circumstances.




(ii) “Valuation Date” means [each Local Business Day] [the first Local Business Day of each
week] on which any of [the Moody’s Threshold, the S&P Threshold or the Fitch Threshold] is
zero.




(iii) “Valuation Time” means the close of business in the city of the Valuation Agent on the
Local Business Day immediately preceding the Valuation Date or date of calculation, as
applicable; provided that the calculations of Value and Credit Support Amount will,
as far as practicable, be made as of approximately the same time on the same date.




(iv) “Notification Time” means 11:00 a.m., New York time, on a Local Business Day.



(d) Conditions Precedent and Secured Party’s Rights and Remedies. The following Termination
Event(s) will be a “Specified Condition” for the party specified (that party being the Affected
Party if the Termination Event occurs with respect to that party): None.




(e) Substitution.





(i) “Substitution Date” has the meaning specified in Paragraph 4(d)(ii).




(ii) Consent. Not applicable.



(f) Dispute Resolution.




     (i) “Resolution Time” means 1:00 p.m., New York time, on the Local Business Day following
the date on which the notice is given that gives rise to a dispute under Paragraph 5.



17









 





(ii) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), on any date, the Value of the
outstanding Posted Credit Support or of any transfer of Eligible Credit Support or Posted
Credit Support, as the case may be, will be calculated as follows:




(A) with respect to any Eligible Credit Support or Posted Credit Support comprising
securities (“Securities”) the sum of (a)(x) the last bid price on such date for such
Securities on the principal national securities exchange on which such Securities are
listed, multiplied by the applicable Valuation Percentage; or (y) where any Securities are
not listed on a national securities exchange, the bid price for such Securities quoted as
at the close of business on such date by any principal market maker (which shall not be
and shall be independent from the Valuation Agent) for such Securities chosen by the
Valuation Agent, multiplied by the applicable Valuation Percentage; or (z) if no such bid
price is listed or quoted for such date, the last bid price listed or quoted (as the case
may be), as of the day next preceding such date on which such prices were available,
multiplied by the applicable Valuation Percentage; plus (b) the accrued interest where
applicable on such Securities (except to the extent that such interest shall have been
paid to the Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
referred to in subparagraph (a) above) as of such date; and




(B) with respect to any Cash, the amount thereof in U.S. dollars.




(iii) Alternative. The provisions of Paragraph 5 will apply.



(g) Holding and Using Posted Collateral.





(i) Eligibility to Hold Posted Collateral; Custodians. A Custodian of Party B will be
entitled to hold Posted Collateral on behalf of Party B pursuant to Paragraph 6[;
provided that such Custodian has a short term rating of at least “A-1” by S&P.]
Party B’s Custodian is the Indenture Trustee for Party B. Initially, the Custodian for
Party B is The Bank of New York Mellon. [If at any time the Custodian’s short term rating
by S&P falls below “A-1”, Party B will within 60 days replace such Custodian with a new
Custodian having a short term rating of “A-1” or better by S&P; provided that,
notwithstanding anything herein to the contrary, the Custodian will continue to hold Posted
Collateral until such time as the replacement Custodian has been appointed hereunder.]




(ii) Rate Hedging Counterparty Collateral Account. The Posted Collateral will be held in
the Hedge Counterparty Collateral Account, which initially will be account number [_____],
in the name “The Bank of New York Mellon, as Indenture Trustee, as secured party for Ford
Credit Floorplan Master Owner Trust A,” at the corporate trust department of The Bank of New
York Mellon. The security interest of the Collateral Agent in such account or any other
account in which Posted Collateral will be maintained will be perfected by the Collateral
Agent by control pursuant to §8-106 of the Uniform Commercial Code. Party A consents to The
Bank of New York Mellon as securities intermediary entering into an agreement establishing
such control under §8-106(d)(2) of the UCC.




(iii) Use of Posted Collateral. The provisions of Paragraph 6(c) will not apply to Party B;
provided, however, that if Party A delivers Posted Collateral in book-entry
form, then Paragraph 6(c)(ii) will apply to Party B and its Custodian, and Party B and its
Custodian shall have the rights specified in Paragraph 6(c)(ii).



(h) Distributions and Interest Amount.





(i) Interest Rate. The “Interest Rate” will be the actual rate of interest earned by the
Secured Party in respect of the portion of the Posted Credit Support comprised of Cash.




(ii) Transfer of Interest Amount. The transfer of the Interest Amount will be made on the
date on which a scheduled payment is due under a Transaction (i.e., on each Payment Date
under a Confirmation) and on any other Local Business Day on which Posted Credit Support in
the form of Cash is transferred to the Pledgor pursuant to Paragraph 3(b), in each case to
the extent that a Delivery Amount would not be



18









 






created or increased by that transfer; provided that Party B shall not be obliged to
so transfer any Interest Amount unless and until it has earned and received such interest.
Unless otherwise specified in a Confirmation, “Payment Date” means the 15th day
of each calendar month, subject to adjustment in accordance with the Following Business Day
Convention.




(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply.




(iv) “Distributions” means, with respect to any Eligible Credit Support comprised in the
Posted Credit Support consisting of securities, all principal, interest and other payments
and distributions of cash or other property to which a holder of securities of the same
type, nominal value, description and amount as such Eligible Credit Support would have
received from time to time.




(v) “Distribution Date” means, with respect to any Eligible Credit Support comprised in the
Posted Credit Support other than Cash, each date on which a holder of such Eligible Credit
Support would have received Distributions or, if that date is not a Local Business Day, the
next following Local Business Day.



(i) Additional Representation(s).





Party A represents to Party B (which representation will be deemed to be repeated as of each
date on which it, as the Pledgor, Transfers Eligible Collateral) that no consent, approval
or other authorization of any governmental authority is required in connection with the
Transfer of Eligible Collateral hereunder.




There are no additional representations by Party B.



(j) Other Eligible Support and Other Posted Support.





(i) “Value” with respect to Other Eligible Support and Other Posted Support shall have such
meaning as the parties shall agree in writing from time to time.




(ii) “Transfer” with respect to Other Eligible Support and Other Posted Support shall have
such meaning as the parties shall agree in writing from time to time.



(k) Demands and Notices. All demands, specifications and notices under this Annex will be made
pursuant to the Notices Section of this Agreement, and:





(i) shall be given to or made at the following addresses:




If to Party A:



[Hedge Counterparty]

[Address]

Attn: [_______]

Tel: [_______]

Fax: [_______]




If to Party B: The addresses set forth in the Schedule,




or at such other address as the relevant party may from time to time designate by giving
notice (in accordance with the terms of this subparagraph) to the other party; and




(ii) shall be deemed to be effective at the time such notice is actually received unless
such notice is received on a day which is not a Local Business Day or after the Notification
Time on any Local Business Day in which event such notice shall be deemed to be effective on
the next succeeding Local Business Day.



19









 





(l) Addresses for Transfers.





Party A: To be notified to Party B by Party A at the time of the request for the transfer.


Party B: To be notified to Party A by Party B upon request by Party A.



(m) Other Provisions.





(i) Actions Hereunder. Either party may take any actions hereunder, including liquidation
rights, through the Custodian, or any successor, as agent for Party B.




(ii) Transfer Timing. Paragraph 4(b) is hereby amended by the insertion of the words “(i)
in respect of a Transfer pursuant to Paragraph 3(b),” immediately prior to the words “if a
demand for” and the insertion of the words “; and (ii) in respect of a Transfer pursuant to
Paragraph 3(a), the relevant Transfer will be made not later than the close of business on
the Valuation Date” immediately prior to the period.




(iii) Event of Default. Paragraph 7 shall be deleted and replaced in its entirety by the
following:




“For the purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default in relation
to all Transactions will exist with respect to a party if that party fails (or fails to
cause its Custodian) to make, when due, any Transfer of Eligible Collateral, Posted
Collateral, any Distributions or the Interest Amount, as applicable, required to be made by
it and that failure continues for two Local Business Day after the notice of that failure is
given to that party[; provided, that any failure by Party A to comply with or
perform any obligation to be complied with or performed by Party A under this Annex will
only be an Event of Default if (A) at least 30 Local Business Days have elapsed since the
last time the Moody’s Second Rating Trigger Requirements did not apply, (B) an S&P [First]
[Second] Rating Trigger has occurred and been continuing for 10 or more Local Business Days
or (C) a Fitch Second Rating Trigger has occurred and been continuing for 30 or more
calendar days (it being understood that such failure may still constitute an Additional
Termination Event if so specified in this Agreement);] and provided,
further, notwithstanding the foregoing, nothing in this Paragraph 7 will apply to
cause any Event of Default to exist with respect to Party B except in respect of Party B’s
obligations under Paragraph 3(b) of this Annex.”.




(iv) Costs of Transfer or Exchange and Maintenance. Notwithstanding Paragraph 10, the
Pledgor will be responsible for, and will reimburse the Secured Party for, (A) all transfer
and other taxes and other costs involved in the transfer of Eligible Credit Support either
from the Pledgor to the Secured Party or from the Secured Party to the Pledgor and (B) all
other costs associated with the posting and maintenance of Eligible Credit Support.




(v) Cumulative Rights. The rights, powers and remedies of the Secured Party under this
Annex shall be in addition to all rights, powers and remedies given to the Secured Party by
the Agreement or by virtue of any statute or rule of law, all of which rights, powers and
remedies shall be cumulative and may be exercised successively or concurrently without
impairing the rights of the Secured Party in the Posted Credit Support created pursuant to
this Annex.




(vi) Single Pledgor and Single Secured Party. For the avoidance of doubt Party A shall
always be the Pledgor and Party B shall always be the Secured Party.




(vii) [Additional Provisions Regarding Exposure. Notwithstanding anything to the contrary
contained herein, the following additional provisions will apply with respect to the
valuation of each Transaction.]




[(A)] “Exposure” has the meaning specified in Paragraph 12, except that after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(k) of the Schedule is
deleted)” shall be inserted.




[(B)] The Valuation Agent will mark-to-market each Transaction at least weekly, and at
least once in each period of three calendar months will obtain an external mark-to-market
quote from an independent third party.



20









 






(C) The Valuation Agent will provide the Indenture Trustee and the Administrator with (1)
all internally derived and externally quoted mark-to-market quotes obtained each calendar
month no later than the 5th day of the following calendar month for inclusion
in Party B’s monthly investor reports and (2) an annual independent auditor’s verification
of all internally derived and externally quoted mark-to-market quotes for the prior
calendar year, no later than March 31st of the following calendar year. In the
event that such auditor’s verification identifies any deficiencies in the calculation of
the Secured Party’s Exposure, Party A will immediately cure any such deficiencies with
respect to the current calculation of the Secured Party’s Exposure, if applicable.]




(viii) Additional Defined Terms. Capitalized terms used but not defined in this Annex have
the meanings assigned to them in the Agreement and the Schedule thereto. In the event of
any inconsistency between the provisions of this Annex and the provisions in the Agreement
or the Schedule thereto, this Annex will prevail.



[Remainder of Page Intentionally Left Blank]





21









 








     IN WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
representatives as of the date of the Agreement.



	 	 	 	 	 	 	 

	 
	[HEDGE COUNTERPARTY]	 	FORD CREDIT FLOORPLAN MASTER OWNER
TRUST A
	 
	By: 	 	 	By: 	 U.S. BANK TRUST NATIONAL
ASSOCIATION,
 not in its
individual capacity, but solely as Owner Trustee
	 	 	 	 	 	 
	 	Name: 	 	 	 	 	 
	 	Title:	 	 	 	 	 
	 
	 	 	 	 	By: 	 
	 	 	 	 	 	 
	 	 	 	 	 	Name: 	 
	 	 	 	 	 	Title:	 





Copyright©1994 by International Swaps and Derivatives Association, Inc.




 












 





[EXHIBIT A]




[MOODY’S FIRST TRIGGER COLLATERAL AMOUNT

APPLICABLE PERCENTAGES]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest Rate Hedges	 	 	Currency Hedges	 
	Weighted Average Life of	 	 	 	 	 	Valuation Dates:	 	 	 	 
	Hedge in Years	 	Daily	 	 	Weekly	 	 	Daily	 	 	Weekly	 
	1 year or less
	 	 	0.15	%	 	 	0.25	%	 	 	1.10	%	 	 	2.20	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2 years or less but greater than 1 year
	 	 	0.30	%	 	 	0.50	%	 	 	1.20	%	 	 	2.40	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3 years or less but greater than 2 years
	 	 	0.40	%	 	 	0.70	%	 	 	1.30	%	 	 	2.60	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4 years or less but greater than 3 years
	 	 	0.60	%	 	 	1.00	%	 	 	1.40	%	 	 	2.80	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5 years or less but greater than 4 years
	 	 	0.70	%	 	 	1.20	%	 	 	1.50	%	 	 	2.90	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6 years or less but greater than 5 years
	 	 	0.80	%	 	 	1.40	%	 	 	1.60	%	 	 	3.10	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	7 years or less but greater than 6 years
	 	 	1.00	%	 	 	1.60	%	 	 	1.60	%	 	 	3.30	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	8 years or less but greater than 7 years
	 	 	1.10	%	 	 	1.80	%	 	 	1.70	%	 	 	3.40	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	9 years or less but greater than 8 years
	 	 	1.20	%	 	 	2.00	%	 	 	1.80	%	 	 	3.60	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	10 years or less but greater than 9 years
	 	 	1.30	%	 	 	2.20	%	 	 	1.90	%	 	 	3.80	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	11 years or less but greater than 10
years
	 	 	1.40	%	 	 	2.30	%	 	 	1.90	%	 	 	3.90	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	12 years or less but greater than 11
years
	 	 	1.50	%	 	 	2.50	%	 	 	2.00	%	 	 	4.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	13 years or less but greater than 12
years
	 	 	1.60	%	 	 	2.70	%	 	 	2.10	%	 	 	4.10	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	14 years or less but greater than 13
years
	 	 	1.70	%	 	 	2.80	%	 	 	2.10	%	 	 	4.30	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	15 years or less but greater than 14
years
	 	 	1.80	%	 	 	3.00	%	 	 	2.20	%	 	 	4.40	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	16 years or less but greater than 15
years
	 	 	1.90	%	 	 	3.20	%	 	 	2.30	%	 	 	4.50	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	17 years or less but greater than 16
years
	 	 	2.00	%	 	 	3.30	%	 	 	2.30	%	 	 	4.60	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	18 years or less but greater than 17
years
	 	 	2.00	%	 	 	3.50	%	 	 	2.40	%	 	 	4.80	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	19 years or less but greater than 18
years
	 	 	2.00	%	 	 	3.60	%	 	 	2.40	%	 	 	4.90	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	20 years or less but greater than 19
years
	 	 	2.00	%	 	 	3.70	%	 	 	2.50	%	 	 	5.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	21 years or less but greater than 20
years
	 	 	2.00	%	 	 	3.90	%	 	 	2.50	%	 	 	5.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	22 years or less but greater than 21
years
	 	 	2.00	%	 	 	4.00	%	 	 	2.50	%	 	 	5.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	23 years or less but greater than 22
years
	 	 	2.00	%	 	 	4.00	%	 	 	2.50	%	 	 	5.00	%





23









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest Rate Hedges	 	 	Currency Hedges	 
	Weighted Average Life of	 	 	 	 	 	Valuation Dates:	 	 	 	 
	Hedge in Years	 	Daily	 	 	Weekly	 	 	Daily	 	 	Weekly	 
	24 years or less but greater than 23
years
	 	 	2.00	%	 	 	4.00	%	 	 	2.50	%	 	 	5.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	25 years or less but greater than 24
years
	 	 	2.00	%	 	 	4.00	%	 	 	2.50	%	 	 	5.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	26 years or less but greater than 25
years
	 	 	2.00	%	 	 	4.00	%	 	 	2.50	%	 	 	5.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	27 years or less but greater than 26
years
	 	 	2.00	%	 	 	4.00	%	 	 	2.50	%	 	 	5.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	28 years or less but greater than 27
years
	 	 	2.00	%	 	 	4.00	%	 	 	2.50	%	 	 	5.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	29 years or less but greater than 28
years
	 	 	2.00	%	 	 	4.00	%	 	 	2.50	%	 	 	5.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Greater than 29 years
	 	 	2.00	%	 	 	4.00	%	 	 	2.50	%	 	 	5.00	%






24












 





[EXHIBIT B]




[MOODY’S SECOND TRIGGER COLLATERAL AMOUNT

APPLICABLE PERCENTAGES]




For Transactions that are not Transaction-Specific Hedges.




“Transaction-Specific Hedge” means any Transaction that is a cap, floor or swaption, or a
Transaction in respect of which (x) the notional amount of the swap is “balance guaranteed” or (y)
the notional amount of the swap for any Calculation Period otherwise is not a specific dollar
amount that is fixed at the inception of the Transaction.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest Rate Hedges	 	Currency Hedges
	Weighted Average Life of 	 	 	 	 	 	Valuation Dates:	 	 
	Hedge in Years	 	Daily	 	Weekly	 	Daily	 	Weekly
	1 year or less
	 	 	0.50	%	 	 	0.60	%	 	 	6.10	%	 	 	7.25	%
	2 years or less but
greater than 1 year
	 	 	1.00	%	 	 	1.20	%	 	 	6.30	%	 	 	7.50	%
	3 years or less but
greater than 2
years
	 	 	1.50	%	 	 	1.70	%	 	 	6.40	%	 	 	7.70	%
	4 years or less but
greater than 3
years
	 	 	1.90	%	 	 	2.30	%	 	 	6.60	%	 	 	8.00	%
	5 years or less but
greater than 4
years
	 	 	2.40	%	 	 	2.80	%	 	 	6.70	%	 	 	8.20	%
	6 years or less but
greater than 5
years
	 	 	2.80	%	 	 	3.30	%	 	 	6.80	%	 	 	8.40	%
	7 years or less but
greater than 6
years
	 	 	3.20	%	 	 	3.80	%	 	 	7.00	%	 	 	8.60	%
	8 years or less but
greater than 7
years
	 	 	3.60	%	 	 	4.30	%	 	 	7.10	%	 	 	8.80	%
	9 years or less but
greater than 8
years
	 	 	4.00	%	 	 	4.80	%	 	 	7.20	%	 	 	9.00	%
	10 years or less
but greater than 9
years
	 	 	4.40	%	 	 	5.30	%	 	 	7.30	%	 	 	9.20	%
	11 years or less
but greater than 10
years
	 	 	4.70	%	 	 	5.60	%	 	 	7.40	%	 	 	9.30	%
	12 years or less
but greater than 11
years
	 	 	5.00	%	 	 	6.00	%	 	 	7.50	%	 	 	9.50	%
	13 years or less
but greater than 12
years
	 	 	5.40	%	 	 	6.40	%	 	 	7.60	%	 	 	9.70	%
	14 years or less
but greater than 13
years
	 	 	5.70	%	 	 	6.80	%	 	 	7.70	%	 	 	9.80	%
	15 years or less
but greater than 14
years
	 	 	6.00	%	 	 	7.20	%	 	 	7.80	%	 	 	10.00	%
	16 years or less
but greater than 15
years
	 	 	6.30	%	 	 	7.60	%	 	 	7.90	%	 	 	10.00	%
	17 years or less
but greater than 16
years
	 	 	6.60	%	 	 	7.90	%	 	 	8.00	%	 	 	10.00	%
	18 years or less
but greater than 17
years
	 	 	6.90	%	 	 	8.30	%	 	 	8.10	%	 	 	10.00	%
	19 years or less
but greater than 18
years
	 	 	7.20	%	 	 	8.60	%	 	 	8.20	%	 	 	10.00	%
	20 years or less
but greater than 19
years
	 	 	7.50	%	 	 	9.00	%	 	 	8.20	%	 	 	10.00	%






25









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest Rate Hedges	 	Currency Hedges
	Weighted Average Life of 	 	 	 	 	 	Valuation Dates:	 	 
	Hedge in Years	 	Daily	 	Weekly	 	Daily	 	Weekly
	21 years or less but greater than
20 years
	 	 	7.80	%	 	 	9.00	%	 	 	8.30	%	 	 	10.00	%
	22 years or less but greater than
21 years
	 	 	8.00	%	 	 	9.00	%	 	 	8.40	%	 	 	10.00	%
	23 years or less but greater than
22 years
	 	 	8.00	%	 	 	9.00	%	 	 	8.50	%	 	 	10.00	%
	24 years or less but greater than
23 years
	 	 	8.00	%	 	 	9.00	%	 	 	8.60	%	 	 	10.00	%
	25 years or less but greater than
24 years
	 	 	8.00	%	 	 	9.00	%	 	 	8.60	%	 	 	10.00	%
	26 years or less but greater than
25 years
	 	 	8.00	%	 	 	9.00	%	 	 	8.70	%	 	 	10.00	%
	27 years or less but greater than
26 years
	 	 	8.00	%	 	 	9.00	%	 	 	8.80	%	 	 	10.00	%
	28 years or less but greater than
27 years
	 	 	8.00	%	 	 	9.00	%	 	 	8.80	%	 	 	10.00	%
	29 years or less but greater than
28 years
	 	 	8.00	%	 	 	9.00	%	 	 	8.90	%	 	 	10.00	%
	Greater than 29 years
	 	 	8.00	%	 	 	9.00	%	 	 	9.00	%	 	 	10.00	%







26











 





For Transactions that are Transaction-Specific Hedges.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest Rate Hedges	 	 	Currency Hedges	 
	Weighted
Average Life of	 	 	 	 	 	Valuation Dates:	 	 	 	 	 
	Hedge in Years	 	Daily	 	 	Weekly	 	 	Daily	 	 	Weekly	 
	1 year or less
	 	 	0.65	%	 	 	0.75	%	 	 	6.30	%	 	 	7.40	%
	2 years or less but greater than 1 year
	 	 	1.30	%	 	 	1.50	%	 	 	6.60	%	 	 	7.80	%
	3 years or less but greater than 2 years
	 	 	1.90	%	 	 	2.20	%	 	 	6.90	%	 	 	8.20	%
	4 years or less but greater than 3 years
	 	 	2.50	%	 	 	2.90	%	 	 	7.10	%	 	 	8.50	%
	5 years or less but greater than 4 years
	 	 	3.10	%	 	 	3.60	%	 	 	7.40	%	 	 	8.90	%
	6 years or less but greater than 5 years
	 	 	3.60	%	 	 	4.20	%	 	 	7.70	%	 	 	9.20	%
	7 years or less but greater than 6 years
	 	 	4.20	%	 	 	4.80	%	 	 	7.90	%	 	 	9.60	%
	8 years or less but greater than 7 years
	 	 	4.70	%	 	 	5.40	%	 	 	8.20	%	 	 	9.90	%
	9 years or less but greater than 8 years
	 	 	5.20	%	 	 	6.00	%	 	 	8.40	%	 	 	10.20	%
	10 years or less but greater than 9 years
	 	 	5.70	%	 	 	6.60	%	 	 	8.60	%	 	 	10.50	%
	11 years or less but greater than 10 years
	 	 	6.10	%	 	 	7.00	%	 	 	8.80	%	 	 	10.70	%
	12 years or less but greater than 11 years
	 	 	6.50	%	 	 	7.50	%	 	 	9.00	%	 	 	11.00	%
	13 years or less but greater than 12 years
	 	 	7.00	%	 	 	8.00	%	 	 	9.20	%	 	 	11.30	%
	14 years or less but greater than 13 years
	 	 	7.40	%	 	 	8.50	%	 	 	9.40	%	 	 	11.50	%
	15 years or less but greater than 14 years
	 	 	7.80	%	 	 	9.00	%	 	 	9.60	%	 	 	11.80	%
	16 years or less but greater than 15 years
	 	 	8.20	%	 	 	9.50	%	 	 	9.80	%	 	 	12.00	%
	17 years or less but greater than 16 years
	 	 	8.60	%	 	 	9.90	%	 	 	10.00	%	 	 	12.00	%
	18 years or less but greater than 17 years
	 	 	9.00	%	 	 	10.40	%	 	 	10.10	%	 	 	12.00	%
	19 years or less but greater than 18 years
	 	 	9.40	%	 	 	10.80	%	 	 	10.30	%	 	 	12.00	%
	20 years or less but greater than 19 years
	 	 	9.70	%	 	 	11.00	%	 	 	10.50	%	 	 	12.00	%
	21 years or less but greater than 20 years
	 	 	10.00	%	 	 	11.00	%	 	 	10.70	%	 	 	12.00	%
	22 years or less but greater than 21 years
	 	 	10.00	%	 	 	11.00	%	 	 	10.80	%	 	 	12.00	%
	23 years or less but greater than 22 years
	 	 	10.00	%	 	 	11.00	%	 	 	11.00	%	 	 	12.00	%
	24 years or less but greater than 23 years
	 	 	10.00	%	 	 	11.00	%	 	 	11.00	%	 	 	12.00	%
	25 years or less but greater than 24 years
	 	 	10.00	%	 	 	11.00	%	 	 	11.00	%	 	 	12.00	%






27









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Interest Rate Hedges	 	 	Currency Hedges	 
	Weighted
Average Life of	 	 	 	 	 	Valuation Dates:	 	 	 	 
	Hedge in Years	 	Daily	 	 	Weekly	 	 	Daily	 	 	Weekly	 
	26 years or less but greater than 25 years
	 	 	10.00	%	 	 	11.00	%	 	 	11.00	%	 	 	12.00	%
	27 years or less but greater than 26 years
	 	 	10.00	%	 	 	11.00	%	 	 	11.00	%	 	 	12.00	%
	28 years or less but greater than 27 years
	 	 	10.00	%	 	 	11.00	%	 	 	11.00	%	 	 	12.00	%
	29 years or less but greater than 28 years
	 	 	10.00	%	 	 	11.00	%	 	 	11.00	%	 	 	12.00	%
	Greater than 29 years
	 	 	10.00	%	 	 	11.00	%	 	 	11.00	%	 	 	12.00	%






28









 






[_______], 20__




	 	 	 

	To:

	 	[HEDGE COUNTERPARTY]
	 

	 	[address]
	 
	 	 
	From:

	 	FORD CREDIT FLOORPLAN MASTER OWNER TRUST A
	 

	 	c/o U.S. Bank Trust National Association,
	 

	 	as Owner Trustee
	 

	 	300 Delaware Avenue
	 

	 	Wilmington, Delaware 19801
	 

	 	Attention: Corporate Trust Services
	 

	 	Tel: (302) 576-3704
	 

	 	Fax: (302) 576-3717







	 	Re: 	 	Interest Rate Hedge 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 [Hedge Counterparty] (“Party A”) and Ford Credit Auto
Floorplan Master Owner Trust 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.) (the “Definitions”) 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.
Other capitalized terms used herein and not otherwise defined will have the meanings given to them
in Appendix A to (a) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of
August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan
Corporation, Party B and Ford Motor Credit Company LLC, and (b) the Fifth Amended and Restated Sale
and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1,
2010, among Ford Credit Floorplan LLC, Party B and Ford Motor Credit Company LLC (collectively, as
amended, supplemented or otherwise modified, the “Sale and Servicing Agreements”). In the
event of any inconsistency between those terms 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, each dated as of [_______], 20__, each between you and us (as amended,
restated, supplemented or otherwise modified from time to time, the “Agreement”). All
provisions contained in the Agreement govern this Confirmation except as expressly modified below.



 









 





2. The terms of the particular Transaction to which this Confirmation relates are as follows:



	 	 	 	 	 

	Party A:
	 	[Hedge Counterparty]
	 
	Party B:
	 	Ford Credit Floorplan Master Owner Trust A
	 
	Trade Date:
	 	[_______], 20__	 
	 
	Effective Date:
	 	[_______], 20__	 
	 
	Notional Amount:
	 	For the first Calculation Period (from and including [_______], 20__, to but excluding [_______], 20__), the Notional Amount of this Transaction for purposes of calculating payments due by either party on the first Payment Date will be $[_______].  With respect to any subsequent Calculation Period up through and including the
Calculation Period ending on but excluding [_______], 20__, the Notional
Amount will be the aggregate Note Balance of the Class [__][, Class [__], Class [__] and Class [__]] Notes (the “Fixed Rate Notes”) (after giving effect to all amounts paid on the Payment Date that is the first day of the related Calculation Period for Floating Amounts) as stated on the Servicer’s monthly
investor report relating to such Payment Date (the “Actual Balance”).
The Calculation Agent will determine the Notional Amount and will inform Party A of such determination by the twelfth day of each calendar month using the aggregate Note Balance of the Fixed Rate Notes prior to giving effect to any payments of principal on the Fixed Rate 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 [_______], 20__ and the date the Note Balance of the Fixed Rate Notes has been reduced to zero.
	 
	Fixed Amounts
	 	 	 	 
	 
	Fixed Rate Payer:
	 	Party A 
	 
	Fixed Rate Payer Payment Date:
	 	The 15th day of each calendar month, subject to adjustment in accordance with the Following 
Business Day Convention.  The initial Fixed Rate

Payer Payment Date will be [_______], 20_.
	 






2









 






	 	 	 	 	 

	Fixed Rate Period End Date:
	 	The 15th day of each calendar month, with No Adjustment.  The
initial Fixed Rate Period End Date will be [_______], 20_.
	 
	Fixed Rate:
	 	[____]%	
	 
	Fixed Rate Day
Count Fraction:
	 	30/360	 
	 
	Floating Amounts
	 	 	 	 
	 
	Floating Rate Payer:
	 	Party B 
	 
	Floating Rate Payer Payment Date:
	 	The 15th day of each calendar month, subject to adjustment in accordance with the Following Business Day Convention.  The initial Floating Rate Payer Payment Date will be [_______], 20_.
	 
	Floating Rate for
Initial Calculation
Period:
	 	[_______]% (excluding Spread)
	 
	Floating Rate Option:
	 	USD-LIBOR-BBA
	 
	Designated Maturity:
	 	One month
	 
	Spread:
	 	Plus [____]%
	 
	Floating Rate Day
Count Fraction:
	 	Actual/360
	 
	Reset Dates:
	 	The first day of each Floating Rate Payer Calculation Period.
	 
	Business Days:
	 	New York.
	 
	Calculation Agent:
	 	Ford Motor Credit Company LLC, as Administrator for Party B.






3









 






3. Account Details



	 	 	 

	Payments to Party A:

	 	[Hedge Counterparty]
	 

	 	ABA No.:
	 

	 	Acct:
	 

	 	Favor:
	 

	 	Account No:
	 

	 	Swift Code:
	 
	 	 
	Payments to Party B:

	 	The Bank of New York Mellon
	 

	 	ABA No.: 021 000 018
	 

	 	Account No.:
	 

	 	Attention:
	 

	 	For further credit to: Ford Credit Floorplan Master
Owner Trust A — Collection Acct TAS #
	Party A Operations Contact:

	 	[Hedge Counterparty]

[address]

Attention:
	 

	 	Tel:
	 

	 	Fax:
	 
	 	 
	Party B Operations Contact:

	 	Ford Credit Floorplan Master Owner Trust A
	 

	 	c/o U.S. Bank Trust National Association,
	 

	 	  as Owner Trustee
	 

	 	300 Delaware Avenue
	 

	 	Wilmington, Delaware 19801
	 

	 	Attention: Corporate Trust Services
	 

	 	Tel: (302) 576-3704
	 

	 	Fax: (302) 576-3717
	 
	 	 
	 

	 	with copies to:
	 
	 	 
	 

	 	U.S. Bank National Association
	 

	 	209 S. LaSalle Street
	 

	 	Chicago, Illinois 60604
	 

	 	Telephone: (312) 325-8904
	 

	 	Fax: (312) 325-8905
	 
	 	 
	 

	 	and
	 
	 	 
	 

	 	The Bank of New York Mellon,
	 

	 	  as Indenture Trustee for
	 

	 	  Ford Credit Floorplan Master Owner Trust A
	 

	 	101 Barclay Street
	 

	 	Floor 4 West
	 

	 	New York, New York 10286
	 

	 	Attention: Corporate Trust Administration
	 

	 	Tel: (212) 815-5331
	 

	 	Fax: (212) 815-8091






4









 






	 	 	 

	 

	 	and
	 
	 	 
	 

	 	Ford Motor Credit Company LLC
	 

	 	c/o Ford Motor Company
	 

	 	World Headquarters, Suite 801-C1
	 

	 	One American Road
	 

	 	Dearborn, Michigan 48126
	 

	 	Attn: Securitization Operations Supervisor
	 

	 	Tel: (313) 206-5899
	 

	 	Fax: (313) 390-4133






[Remainder of Page Intentionally Left Blank]



5









 





     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
FLOORPLAN MASTER OWNER TRUST A

 	 
	 	By:  	U.S. BANK TRUST NATIONAL ASSOCIATION,
 	 
	 	 	not in its individual capacity, but solely as Owner Trustee 	 
	 	 	 
	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 



	 	 	 	 	 
	Accepted and confirmed as of the

Trade Date written above:




[HEDGE COUNTERPARTY]

 	 
	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



[Signature Page to Confirm]