ex10_5.htm


    
      
        
          

        



      


      Exhibit
10.5

       

       

      March 20,
2009

      


      


      
        	
                To:

              	
                THE
      ROYAL BANK OF SCOTLAND PLC

                c/o
      RBS Financial Markets, Level 4,

                135
      Bishopsgate, London, EC2M 3UR

                Attn:
      Swaps Administration

                Tel:
      020 7085 5000

                Fax:
      020 7085 5050

              


      

      


      


      
        	
                From:

              	
                FORD
      CREDIT AUTO OWNER TRUST 2009-A

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

                as
      Owner Trustee

                300
      Delaware Avenue, Ninth Floor

                Wilmington,
      Delaware 19801

                Attn:
      Corporate Trust Department

                Tel:  (302)
      576-3704

                Fax:  (302)
      576-3717

              


      

      


      


      Re:  Floor Transaction Reference
No.
IRG903263383

      


      Ladies
and Gentlemen:

      


      The
purpose of this letter agreement is to confirm the terms and conditions of the
Swap Transaction entered into between The Royal Bank of Scotland plc ("Party A") and Ford
Credit Auto Owner Trust 2009-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 them in the Appendix A to the
Sale and Servicing Agreement, dated as of March 1, 2009 (as from time to time
amended, supplemented or otherwise modified and in effect, the "Sale and Servicing
Agreement"), among Ford Credit Auto Owner Trust 2009-A, as Issuer, Ford
Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company
LLC, as Servicer.  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 and Credit Support Annex thereto, each dated as
of March 19, 2009, 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:

                	
                  The
      Royal Bank of Scotland plc.

                   

                
	 	
                  Party
      B:

                	
                  Ford
      Credit Auto Owner Trust 2009-A.

                   

                
	 	
                  Trade
      Date:

                	
                  March
      20, 2009.

                   

                
	 	
                  Effective
      Date:

                	
                  March
      25, 2009.

                   

                
	 	
                  Notional
      Amount:

                	
                  The
      Notional Amount for each Calculation Period will be the amount set forth
      in Column E of Appendix A attached hereto.  Start Dates and End
      Dates in Appendix A are subject to adjustment in accordance with the
      Following Business Day Convention.

                   

                
	 	
                  Termination
      Date:

                	
                  July
      15, 2010, subject to adjustment in accordance with the Following Business
      Day Convention.

                   

                
	 	
                  Fixed
      Amounts

                	
                   
      

                   

                
	 	
                  Fixed
      Rate Payer:

                	
                  Party
      B.

                   

                
	 	
                  Fixed
      Rate Payer

                	 
      
	 	
                  Payment
      Date:

                	
                  The
      Effective Date or, if the Class A-2b Notes are not issued on such date,
      such later date on which the Class A-2b Notes are issued.

                   

                
	 	
                  Fixed
      Amount:

                	
                  $685,500.

                   

                
	 	
                  Floating
      Amounts

                	
                   
      

                   

                
	 	
                  Floating
      Rate Payer:

                	
                  Party
      A.

                   

                
	 	
                  FLOOR
      Rate:

                	
                  3.015%.

                   

                
	 	
                  Floating
      Rate Payer

                	 
      
	 	
                  Payment
      Date:

                	
                  The
      15th day of each calendar month, subject to adjustment in accordance with
      the Following Business Day Convention, and the Termination
      Date.  The initial Floating Rate Payer Payment Date will April
      15, 2009.

                   

                
	 	
                  Floating
      Rate for

                	 
      
	 	
                  Initial
      Calculation Period:

                	
                  0.52313%
      (exclusive of Spread).

                   

                
	 	
                  Floating
      Rate Option:

                	
                  USD-LIBOR-BBA.

                   

                
	 	
                  Designated
      Maturity:

                	
                  One
      month.

                   

                


           

           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

           

          	 	
                  Spread:

                	
                  2.00%.

                   

                
	 	
                  Floating
      Rate Day

                	 
      
	 	
                  Count
      Fraction:

                	
                  Actual/360.

                   

                
	 	
                  Reset
      Dates:

                	
                  The
      first day of each Floating Rate Payer Calculation Period.

                   

                
	 	
                  Averaging:

                	
                  Inapplicable.

                   

                
	 	
                  Compounding:

                	
                  Inapplicable.

                   

                
	 	
                  Business
      Days:

                	
                  New
      York.

                


        

      

      


      
        	
                3.  

              	
                Account
      Details.

              


      

      


      
        
          	 	
                  Payments
      to Party A:

                	
                  The
      Royal Bank of Scotland plc

                  ABA
      #: 021-000-021

                  Correspondent
      Bank: JP Morgan Chase, New York

                  Favor:
      The Royal Bank of Scotland Financial Markets Fixed Income and Interest
      Rate Derivative Operations, London

                  Account
      #: 400930153

                


           

          
            	 	
                    Payments
      to Party B:

                  	
                    The
      Bank of New York Mellon

                    ABA
      #: 021-000-018

                    Acct
      #: 111-565

                    Attn:  John
      Bobko

                    For
      further credit to:  Ford Credit Auto Owner Trust 2009-A -
      Collection Acct TAS # 235766

                     

                  
	 	
                    Party
      A Operations Contact:

                  	
                    The
      Royal Bank of Scotland plc

                    c/o
      RBS Financial Markets, Level 4,

                    135
      Bishopsgate, London, EC2M 3UR

                    Attn:
      Swaps Administration

                    Tel:
      020 7085 5000

                    Fax:
      020 7085 5050

                     

                  
	 	
                    Party
      B Operations Contact:

                  	
                    Ford
      Credit Auto Owner Trust 2009-A

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

                       as
      Owner Trustee

                    300
      Delaware Avenue, Ninth Floor

                    Wilmington,
      Delaware 19801

                    Attn:  Corporate
      Trust Administration

                    Tel:
      (302) 576-3704

                    Fax:  (302)
      576-3717

                     

                  


             

             

            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

            

             

            	 	 	 with
      copies to: 

                     

                    The
      Bank of New York Mellon,

                       as
      Indenture Trustee for

                       Ford
      Credit Auto Owner Trust 2009-A

                    101
      Barclay Street

                    Floor
      4 West

                    New
      York, New York 10286

                    Attn:
      Structured Finance Services -

                    Asset
      Backed Securities, Ford 2009-A

                    Tel:
      (212) 815-4389

                    Fax:  (212)
      815-2493

                     

                    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

                  


          

        

      

      


      4.  Offices.

      


      The Office of Party A for this
Transaction is:  London

      The Office of Party B for this
Transaction is:   Not Applicable

      


      5.  Additional
Provisions.

      


      (a)             It
will constitute an Additional Termination Event in respect of which this
Transaction will be an Affected Transaction under the Agreement if an Early
Termination Date (a "Related Swap Early
Termination Date") occurs or is designated under any Related Swap; provided, that,
notwithstanding anything to the contrary in the Agreement, the Related Swap
Early Termination Date shall automatically be the Early Termination Date in
respect of this Transaction without any requirement that either party designate
such an Early Termination Date.

      


      (b)             It
will constitute an Additional Termination Event in respect of which this
Transaction will be an Affected Transaction and Party B will be the sole
Affected Party (provided, that
notwithstanding Section 6(b)(iv) of the Agreement, both Party A and Party B will
have the right to designate an Early Termination Date in respect of such
Additional Termination Event) if (i) the Class A-2b Notes are not issued within
12 Business Days of the Trade Date or (ii) Party B provides notice that the Note
Balance of the Class A-2b Notes will be reduced to zero on any Payment Date
before the Termination Date.  Party B will provide the notice
contemplated in clause (ii) above not less than 5 Business Days prior to the
related Payment Date and the parties agree that, notwithstanding anything in
Section 6 of the Agreement to the contrary, the related Early Termination Date,
if designated, will occur prior to such Payment Date and any payments to be made
in respect of such Early Termination Date will be made on such Payment Date with
interest thereon as contemplated by Section 6(d)(ii) of the
Agreement.

       

      
 

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (c)             For
purposes of this paragraph 5, the following terms have the following
meanings:

      


      "Related Swaps" means
the Swap Transactions between Party A and Party B evidenced by the
Confirmations, dated March 19, 2009 and March 20, 2009, respectively, bearing
the reference numbers D903263381 and IRG903263382, and each governed by the
Agreement.

      


      (d)             Notwithstanding
Part 4(i) of the Agreement, subparagraph (ii) of Section 2(c) of the Agreement
will not apply to this Transaction and the Related Swaps, starting on the
Effective Date.

      


      (e)             Agency
Role of Greenwich Capital Markets, Inc.  In connection with this
Agreement, Greenwich Capital Markets, Inc. has acted as agent on behalf of Party
A. Greenwich Capital Markets, Inc. has not guaranteed and is not otherwise
responsible for the obligations of Party A under this Agreement.

      


      


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

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	
                                        Best
      Regards,

                                      	 
	 	 	 
	 	 FORD
      CREDIT AUTO OWNER TRUST 2009-A	 
	 	 	 	 
	 	 By:	      
                                        U.S.
      BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely
      as Owner Trustee 

                                      	 
	 	 	 	 
	
                                         

                                      	
                                        By:
      

                                      	/s/
      Nicole Poole 	 
	 	 	Name:  Nicole
      Poole	 
	 	 	Title:    Vice
      President	 
	 	 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        



      THE ROYAL
BANK OF SCOTLAND PLC

      


      By:        GREENWICH
CAPITAL
             
MARKETS,
INC., its agent

      
 

      By:         
/s/ Deborah
Pfeifer                                              


      Name:
Deborah Pfeifer

      Title:   Senior Vice
President

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      APPENDIX
A

      


      SCHEDULE
OF NOTIONAL AMOUNTS

       

      

      
 

      7