Exhibit 10.1


                                   SCHEDULE
                                    to the
                            ISDA Master Agreement

                          dated as of June 26, 2002

                                   between
                            BANK OF AMERICA, N.A.
                                 ("Party A")
                                     and
                     FORD CREDIT AUTO OWNER TRUST 2002-C
                                 ("Party B")


Part 1.  Termination Provisions.

(a)      "Specified Entity" means in relation to Party A for the purpose of:

         Section 5(a)(v),           Not applicable.
         Section 5(a)(vi),          Not applicable.
         Section 5(a)(vii),         Not applicable.
         Section 5(b)(iv),          Not applicable.

         in relation to Party B for the purpose of:

         Section 5(a)(v),           Not applicable.
         Section 5(a)(vi),          Not applicable.
         Section 5(a)(vii),         Not applicable.
         Section 5(b)(iv),          Not applicable.

(b)      "Specified Transaction" will have the meaning specified in Section
         14 of this Agreement unless another meaning is specified here: No
         change from Section 14.

(c)      The "Breach of Agreement" provisions of Section 5(a)(ii), the
         "Misrepresentation" provisions of Section 5(a)(iv), the "Default
         under Specified Transaction" provisions of Section 5(a)(v) and the
         "Tax Event" and "Tax Event Upon Merger" provisions of Sections
         5(b)(ii) and 5(b)(iii) and the "Credit Event Upon Merger" provisions
         of Section 5(b)(iv) will not apply to Party A or to Party B.

(d)      The "Credit Support Default" provisions of Section 5(a)(iii) will
         apply to Party A and will not apply to Party B.

(e)      The "Cross Default" provisions of Section 5(a)(vi) will not apply to
         Party A and will not apply to Party B.

(f)      The "Automatic Early Termination" provision of Section 6(a) will not
         apply to Party A or Party B.

(g)      Payments on Early Termination.  For the purpose of Section 6(e)
         of this Agreement:

         (i) Market Quotation will apply unless Party B is the Non-defaulting
         Party or the party which is not the Affected Party, as the case may
         be, and Party 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.

(h)      "Termination Currency" means United States Dollars.

(i)      Additional Termination Event. Each of the following shall constitute
         an Additional Termination Event pursuant to Section 5(b)(v):

         (i)      any acceleration of the Notes (provided such acceleration
                  has not been rescinded and annulled pursuant to Section
                  5.2(b) of the Indenture) and liquidation of the Indenture
                  Trust Estate with Party B the sole Affected Party;

         (ii)     failure of Party A to comply with the requirements of
                  paragraph (a) of Part 5 hereof, with Party A as the sole
                  Affected Party; provided, that the amount of any payment by
                  Party B shall be limited to the amount, if any, received by
                  Party B from a replacement counterparty; or

         (iii)    any amendment or supplement to the Indenture or to any of
                  the Receivables Transfer and Servicing Agreements which may
                  adversely affect any of Party A's rights or obligations
                  under this Agreement or any Transaction that is made
                  without the consent of Party A, which consent shall not be
                  unreasonably withheld, provided that Party A's consent will
                  be deemed to have been given if Party A does not object in
                  writing within 10 Business Days of receipt of a written
                  request for such consent, with Party B as the sole Affected
                  Party.

Part 2.  Tax Representations.

(a)      Payer Tax Representations. For the purpose of Section 3(e) of this
         Agreement, Party A will make the following representation and Party
         B will make the following representation: It is not required by any
         applicable law, as modified by the practice of any relevant
         governmental revenue authority, of any Relevant Jurisdiction to make
         any deduction or withholding for or on account of any Tax from any
         payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of
         this Agreement) to be made by it to the other party under this
         Agreement. In making this representation, it may rely on (i) the
         accuracy of any representation made by the other party pursuant to
         Section 3(f) of this Agreement, (ii) the satisfaction of the
         agreement contained in Section 4(a)(i) or 4(a)(iii) of this
         Agreement and the accuracy and effectiveness of any document
         provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii)
         of this Agreement, and (iii) the satisfaction of the agreement of
         the other party contained in Section 4(d) of this Agreement,
         provided that it shall not be a breach of this representation where
         reliance is placed on clause (ii) and the other party does not
         deliver a form or document under Section 4(a)(iii) by reason of
         material prejudice to its legal or commercial position.


(b)      Payee Tax Representations. For the purpose of Section 3(f) of this
         Agreement:

         (i)      Party A will make the representations specified below:

         It is a national banking association organized and existing under
         the laws of the United States of America.

         (ii)     Party B will make the representations specified below:

         Each payment received or to be received by it in connection with
         this Agreement will be effectively connected with its conduct of a
         trade or business in the United States.


Part 3.  Documents to be Delivered.

(a)      For the purpose of Section 4(a)(i) and (ii) of this Agreement, each
         party agrees to deliver the following documents as applicable:

         (i)      Tax forms, documents or certificates to be delivered are:
                  Form W-9 to be delivered by Party A, and Form W-9 to be
                  delivered by Party B.

(b)      Other documents to be delivered are:

<TABLE>
<CAPTION>


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

<S>                          <C>                                 <C>                              <C>
Party A and Party B          Annual audited financial            Promptly after request,          Applicable
                             statements for such party (or       after such documents become
                             in the case of Party A, its         publicly available.
                             corporate parent) prepared in
                             accordance with generally
                             accepted accounting principles
                             in the country in which the
                             Applicable party is organized

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

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


Party B                      Monthly investor reports            To be made  available on          Not Applicable
                                                                 Ford Credit's website.
</TABLE>



Part 4.  Miscellaneous

     (a) Addresses for Notices:

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

                 (1)  TO PARTY A:

                               Bank of America, N.A.
                               Sears Tower
                               233 South Wacker Drive, Suite 2800
                               Chicago, Illinois 60606
                               Attn: Swap Operations

                      with a copy to:--

                               Bank of America, N.A.
                               100 N. Tyron St., NC1-007-13-01
                               Charlotte, North Carolina 28255
                               Attn:  Capital Markets Documentation
                               Fax:  704-386-4113

                 (2)   TO PARTY B:

                               Wachovia Bank of Delaware, National Association,
                               as Owner Trustee for
                               Ford Credit Auto Owner Trust 2002-C
                               One Rodney Squre
                               920 King Street
                               Wilmington, Delaware 19801
                               Attn:  Corporate Trust Administration, Amy Martin

                      with a copy to:

                               The Bank of New York, as Indenture
                               Trustee for Ford Credit Auto Owner Trust
                               2002-C 5 Penn Plaza, 16th Floor New York,
                               New York 10001 Attn: Corporate Trust
                               Administration Fax: 212-328-7623

                      and with a copy to

                               Ford Motor Credit Company c/o Ford Motor
                               Company - WHQ One American Road Suite
                               1034-A1 Dearborn, Michigan 48126 Office
                               of the General Counsel Attention of the
                                 Secretary Fax: (313) 248-7613

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

         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 to this Agreement.

(d)      Multibranch Party. For the purpose of Section 10 of this Agreement:

         (i)      Party A is not a Multibranch Party.

         (ii)     Party B is not a Multibranch Party.

(e)      Calculation Agent. The Calculation Agent is Party B, unless
         otherwise specified in a Confirmation in relation to the relevant
         Transaction.

(f)      Credit Support Document.

         Party A:  Not Applicable
         Party B:  Not Applicable

(g)      Credit Support Provider.

         Party A:  Not Applicable
         Party B:  Not Applicable

(h)      Governing Law. This Agreement will be governed by and construed in
         accordance with the laws of the State of New York (without reference
         to its choice of law doctrine).

(i)      Netting of Payments. Subparagraph (ii) of Section 2(c) of this
         Agreement will apply to all Transactions under this Agreement.

(j)      "Affiliate" will have the meaning specified in Section 14 of this
         Agreement.

(k)      Approval of Amendments or Assignment. No amendments to this
         Agreement shall be effected, nor may the rights and obligations of
         Party A be transferred or assigned, without the prior written
         confirmation of each Rating Agency that such amendment, transfer or
         assignment will not cause such Rating Agency to reduce or withdraw
         its then current rating on any of the Notes.

(l)      Waiver of Jury Trial. Each party waives, to the fullest extent
         permitted by applicable law, its right to have a jury trial in
         respect to any proceedings related to this Agreement. Each party (i)
         certifies that no representative, agent or attorney of the other
         party has represented, expressly or otherwise, that such other party
         would not, in the event of such a suit, action or proceeding, seek
         to enforce the foregoing waiver and (ii) acknowledges that it and
         the other party have been induced to enter into this Agreement, by,
         among other things, the mutual waivers and certifications in this
         Section.

Part 5.  Other Provisions.

(a)      Counterparty Rating Withdrawal or Reduction. In the event that (w)
         Party A's long- or short-term unsecured and unsubordinated debt
         rating (or bank deposit rating) is withdrawn or reduced below "A-"
         or "A-1" by S&P, (x) either (i) Party A's long-term unsecured and
         unsubordinated debt rating is withdrawn or reduced below "Aa3" by
         Moody's and Party A does not have a short-term unsecured and
         unsubordinated debt rating of "P-1" or above or (ii) Party A's long-
         or short-term unsecured and unsubordinated debt rating is withdrawn
         or reduced below "A1/P-1" by Moody's, (y) Party A's long-term
         unsecured and unsubordinated debt rating is withdrawn or reduced
         below "A" by Fitch (such rating thresholds, "Approved Rating
         Thresholds") or (z) if any event set forth in clause (w), (x) or (y)
         occurs and is continuing, any Rating Agency gives notice to Party B,
         the Indenture Trustee or the Administrator that the credit support,
         if any, with respect to Party A is no longer deemed adequate to
         maintain the then-current rating on the Class A Notes, within 30
         days of such rating withdrawal or downgrade or notification (unless,
         within 30 days after such withdrawal or downgrade each such Rating
         Agency has reconfirmed the rating of each Class of Notes which was
         in effect immediately prior to such withdrawal or downgrade or
         notification), Party A shall (i) assign each Transaction to another
         counterparty with the Approved Rating Thresholds and approved by
         Party B (which approval shall not be unreasonably withheld) on terms
         substantially similar to this Schedule and the related Confirmation,
         (ii) obtain a guaranty of, or a contingent agreement of, another
         person with Approved Rating Thresholds to honor Party A's
         obligations under this Agreement, provided that such other person is
         approved by Party B (which approval not to be unreasonably
         withheld), (iii) post mark-to-market collateral, pursuant to a
         collateral support agreement acceptable to Party B, which will be
         sufficient to restore any downgrade or withdrawal in the ratings of
         each Class of Notes and Class D Certificates issued by Party B
         attributable to Party A's failure to comply with the Approved Rating
         Thresholds, or (iv) establish any other arrangement satisfactory to
         Party B and to the applicable Rating Agency, in each case,
         sufficient to satisfy the Rating Agency Condition. All costs and
         expenses in connection with effecting any arrangements pursuant to
         clauses (i), (ii), (iii) or (iv) shall be for the account of Party A.

(b)      Non-Reliance. In connection with the negotiation of, the entering
         into, and the confirming of the execution of this Master Agreement,
         any Credit Support Document to which it is a party, each Transaction
         and any other documentation relating to this Master Agreement to
         which it is a party or that is required by this Master Agreement to
         deliver, each of Party A and Party B acknowledge that:

         (i)      it is not relying (for the purposes of making any
                  investment decision or otherwise) upon any advice, counsel
                  or representations (whether written or oral) of the other
                  party to this Master Agreement, such Credit Support
                  Document, each Transaction or such other documentation
                  other than the representations expressly set forth in this
                  Master Agreement, such Credit Support Document and in any
                  Confirmation;

         (ii)     it has consulted with its own legal, regulatory, tax,
                  business, investment, financial and accounting advisors to
                  the extent it has deemed necessary, and it has made its own
                  investment, hedging and trading decisions (including
                  decisions regarding the suitability of any Transaction
                  pursuant to this Master Agreement) based upon its own
                  judgment and upon any advice from such advisors as it has
                  deemed necessary and not upon any view expressed by the
                  other party to this Master Agreement, such Credit Support
                  Document, each Transaction or such other documentation;

         (iii)    it has a full understanding of all the terms, conditions
                  and risks (economic and otherwise) of the Master Agreement,
                  such Credit Support Document, each Transaction and such
                  other documentation and is capable of assuming and willing
                  to, and will, assume (financially and otherwise) those
                  risks;

         (iv)     it is an "eligible contract participant" as defined in
                  Section 1a(12) of the Commodity Exchange Act (7 U.S.C. 1a),
                  as amended by the Commodity Futures Modernization Act of
                  2000;

         (v)      it is entering into this Master Agreement, such Credit
                  Support Document, each Transaction and such other
                  documentation for the purposes of managing its borrowings
                  or investments, hedging its underlying assets or
                  liabilities or in connection with a line of business;

         (vi)     it is entering into this Master Agreement, such Credit
                  Support Document, each Transaction and such other
                  documentation as principal, and not as agent or in any
                  other capacity, fiduciary or otherwise; and

         (vii)    the other party to this Master Agreement, such Credit
                  Support Document, each Transaction and such other
                  documentation (a) is not acting as a fiduciary or
                  financial, investment or commodity trading advisor for it;
                  (b) has not given to it (directly or indirectly through any
                  other person) any assurance, guaranty or representation
                  whatsoever as to the merits (either legal, regulatory, tax,
                  financial, accounting or otherwise) of this Master
                  Agreement, such Credit Support Document, each Transaction
                  or such other documentation; and (c) has not committed to
                  unwind the Transactions.

         The representations and agreements in Part 5(b) above of this
         Schedule shall be deemed representations and agreements for all
         purposes of this Master Agreement, including without limitation
         Sections 3, 4, 5(a)(ii) and 5(a)(iv) hereof.

(c)      Deduction or Withholding for Tax. Party B shall not be required to
         pay to Party A any amount relating to Indemnifiable Taxes pursuant
         to Section 2(d)(i)(4) of the Agreement. However, if in the absence
         of this paragraph, Party B would otherwise be required to pay such
         amounts, Party A shall have the right, but not the obligation, to
         transfer its rights and obligations under this Agreement to another
         of its Offices or Affiliates or third party such that no
         Indemnifiable Tax would be imposed, subject to the notice and
         consent provisions set forth in Section 6(b)(ii) of the Agreement.

(d)      No Petition. Party A hereby covenants and agrees that, prior to the
         date which is one year and one day after the payment in full of (i)
         all of the Notes and Class D Certificates and (ii) any other
         securities issued by a trust as to which FCAR Two LLC is the
         depositor and the expiration of all applicable preference periods
         under the United States Bankruptcy Code or other applicable law, it
         will not institute against, or join with any other Person in
         instituting against, Party B or FCAR Two LLC any bankruptcy,
         reorganization, arrangement, insolvency or liquidation proceedings,
         or other proceedings under United States federal or state bankruptcy
         or similar law in connection with any obligations of this Agreement.
         The provisions of this paragraph shall survive the termination of
         this Agreement.

(e)      Limited Recourse. Notwithstanding anything to the contrary contained
         in this Agreement, the obligations of Party B under this Agreement
         and any Transaction hereunder are solely the obligations of Party B
         and shall be payable solely to the extent of funds received by and
         available to Party B in accordance with the priority of payment
         provisions of the Indenture and the Sale and Servicing Agreement and
         on the Distribution Dates specified therein. Party A acknowledges
         that Party B has pledged its assets constituting the Indenture Trust
         Estate to the Indenture Trustee. Upon exhaustion of the assets of
         Party B and proceeds thereof in accordance with the Indenture and
         the Sale and Servicing Agreement, Party A shall not be entitled to
         take any further steps against Party B to recover any sums due but
         still unpaid hereunder or thereunder, all claims in respect of which
         shall be extinguished. No recourse shall be had for the payment of
         any amount owing in respect of any obligation of, or claim against,
         Party B arising out of or based upon this Agreement or any
         Transaction hereunder against any holder of a beneficial interest,
         employee, officer or Affiliate thereof and, except as specifically
         provided herein, no recourse shall be had for the payment of any
         amount owing in respect of any obligation of, or claim against,
         Party B based on or arising out of or based upon this Agreement
         against the Administrator (as defined in the Administration
         Agreement), FCAR Two LLC or any stockholder, holder of a beneficial
         interest, employee, officer, director, incorporator or Affiliate
         thereof; provided, however, that the foregoing shall not relieve any
         such person or entity from any liability they might otherwise have
         as a result of gross negligence or fraudulent actions or omissions
         taken by them.

(f)      Party B Pledge. Notwithstanding Section 7 of this Agreement to the
         contrary, Party A acknowledges that Party B will pledge its rights
         under this Agreement to the Indenture Trustee for the benefit of the
         holders of the Notes pursuant to the Indenture and agrees to such
         pledge. The Indenture Trustee shall not be deemed to be a party to
         this Agreement, provided, however, that the Indenture Trustee,
         acting on behalf of the holders of the Notes, shall have the right
         to enforce this Agreement against Party A. Party A shall be entitled
         to rely on any notice or communication from the Indenture Trustee to
         that effect. Party A acknowledges that Party B will pledge
         substantially all its assets to the Indenture Trustee for the
         benefit of the Noteholders and Party A and that all payments
         hereunder, including payments on early termination, will be made in
         accordance with the priority of payment provisions of the Indenture
         and the Sale and Servicing Agreement and on the Distribution Dates
         specified therein.

(g)      Confirmation of Transactions. Each Transaction to be effectuated
         pursuant to this Agreement shall be evidenced by a written
         confirmation executed by each of Party A and Party B.

(h)      Recording of Conversations. Each party (i) consents to the recording
         of the telephone conversations of the trading and marketing
         personnel of the parties in connection with this Agreement and any
         potential or actual Transaction and (ii) agrees to obtain any
         necessary consent of, and to give notice of such recording to, its
         personnel.

(i)      Consent by Party A to Amendments to Certain Documents. Before any
         amendment is made to the Indenture or any of the Receivables
         Transfer and Servicing Agreements which may adversely affect any of
         Party A's rights or obligations under this Agreement or any
         Transaction, or modify the obligations of, or impair the ability of
         Party B to fully perform any of Party B's obligations under this
         Agreement or any Transaction, Party B shall provide Party A with a
         copy of the proposed amendment or supplement and shall obtain the
         consent of Party A thereto prior to its adoption, which consent
         shall not be unreasonably withheld, provided that Party A's consent
         will be deemed to have been given if Party A does not object in
         writing within 10 Business Days of receipt of a written request for
         such consent.

(j)      Definitions. Unless otherwise specified in a Confirmation, this
         Agreement and the relevant Transaction between the parties are
         subject to the 2000 ISDA Definitions (the "Definitions"), as
         published by the International Swaps and Derivatives Association,
         Inc., and will be governed in all relevant respects by the
         provisions set forth in the Definitions, without regard to any
         amendment to the Definitions subsequent to the date hereof. The
         provisions of the Definitions are incorporated by reference in and
         shall be deemed a part of this Agreement, except that references in
         the Definitions to a "Swap Transaction" shall be deemed references
         to a "Transaction" for purposes of this Agreement. In the event of
         any inconsistency between the provisions of this Agreement and the
         Definitions, this Agreement will prevail. In the event of any
         inconsistency between the provision of any Confirmation and this
         Agreement or the Definitions, such Confirmation will prevail for the
         purpose of the relevant Transaction.

(k)      Set-off. Nothwithstanding any provision of this Agreement or any
         other existing or future agreements, each of Party A and Party B
         irrevocably waives as to itself any and all contractual rights it
         may have to set off, net, recoup or otherwise withhold or suspend or
         condition its payment or performance of any obligation to the other
         party hereto arising outside of this Agreement (which Agreement
         includes without limitation, the Master Agreement to which this
         Schedule is attached, this Schedule and the Confirmations attached
         hereto).

(l)      Limitation of Liability of Owner Trustee. Nothwithstanding anything
         contained herein to the contrary, this instrument has been signed on
         behalf of Party B by Wachovia Bank of Delaware, National Association
         not in its individual capacity but solely in its capacity as Owner
         Trustee of Party B and in no event shall Wachovia Bank of Delaware,
         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
         hereunder, as to all of which recourse shall be had solely to the
         assets of Party B. For all purposes of this Agreement, in the
         performance of any duties or obligations of Party B hereunder, the
         Owner Trustee shall be subject to, and entitled to the benefits of,
         the terms and provisions of the Trust Agreement.

(m)      Additional Definitions.

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

                  "Business Day" shall mean any day other than a Saturday, a
         Sunday or a day on which banking institutions or trust companies in
         New York, New York or the State of Delaware are authorized or
         obligated by law, regulation or executive order to remain closed.

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

                  "Class A-1 Notes" means the Class A-1 Notes issued by
         Party B pursuant to the Indenture.

                  "Class A-2 Notes" means the Class A-2a Notes and the
         Class A-2b Notes issued by Party B pursuant to the Indenture.

                  "Class A-3 Notes" means the Class A-3 Notes issued by
         Party B pursuant to the Indenture.

                  "Class A-4 Notes" means the Class A-4 Notes issued by
         Party B pursuant to the Indenture.

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

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

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

                  "Closing Date" shall mean June 26, 2002.

                  "Distribution Date" shall mean the fifteenth (15th) day
         of each calendar month or, if such day is not a Business Day, the
         next succeeding Business Day, commencing July 15, 2002.

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

                  "Fitch" means Fitch, Inc.

                  "Indenture" shall mean the indenture dated as of June 1,
         2002 (including Appendix A thereto), as amended, supplemented or
         otherwise modified and in effect, between Party B and The Bank of
         New York, as Indenture Trustee.

                  "Indenture Trust Estate" shall mean all money,
         instruments, rights and other property that are subject or
         intended to be subject to the lien and security interest of the
         Indenture for the benefit of the Noteholders and the Swap
         Counterparty (including, without limitation, all property and
         interests granted to the Indenture Trustee), including all
         proceeds thereof.

                  "Indenture Trustee" shall mean JPMorgan Chase Bank or any
         successor or replacement thereto pursuant to the Indenture.

                  "Moody's" shall mean Moody's Investors Service, Inc.

                  "Notes" shall mean the Class A-1 Notes, the Class A-2
         Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes,
         and the Class C Notes issued by Party B pursuant to the Indenture.

                  "Owner Trustee" shall mean Wachovia Bank of Delaware,
         National Association, as owner trustee under the Trust Agreement.

                  "Purchase Agreement" shall mean the purchase agreement
         (including Appendix A thereto) dated as of June 1, 2002, as from
         time to time amended, supplemented or otherwise modified and in
         effect, between Ford Motor Credit Company and FCAR Two LLC.

                  "Rating Agencies" shall mean Moody's, S&P and Fitch or any
         substitute rating agency that FCAR Two LLC requests to rate the
         Notes or Class D Certificates.

                  "Rating Agency Condition" shall mean, with respect to any
         action, that each Rating Agency shall have been given prior notice
         thereof and that each of the Rating Agencies shall have notified
         FCAR Two LLC, the Servicer, the Owner Trustee and the Indenture
         Trustee in writing that such action will not result in a reduction
         or withdrawal of the then current rating of the Notes or the Class D
         Certificates.

                  "Receivables Transfer and Servicing Agreements" shall mean
         collectively the Purchase Agreement, the Sale and Servicing
         Agreement, the Trust Agreement and the Administration Agreement.

                  "S&P" shall mean Standard & Poor's, a division of The
         McGraw-Hill Companies, Inc.

                  "Sale and Servicing Agreement" shall mean the sale and
         servicing agreement (including Appendix A thereto) dated as of June
         1, 2002, as amended, supplemented or otherwise modified and in
         effect, by and among Party B, FCAR Two LLC, as seller, and Ford
         Motor Credit Company, as servicer.

                  "Servicer" shall mean Ford Motor Credit Company, as
         servicer under the Sale and Servicing Agreement.

                  "Swap Counterparties" means Bank of America, N.A. and any
         other institution becoming a successor or replacement under this
         Agreement.

                  "Trust Agreement" shall mean the Amended and Restated Trust
         Agreement (including Appendix A thereto), dated as of June 1, 2002,
         as amended, supplemented or otherwise modified and in effect, by and
         among FCAR Two LLC, Wachovia Bank of Delaware, National Association,
         as Owner Trustee.


<PAGE>


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


FORD CREDIT AUTO OWNER TRUST                      BANK OF AMERICA, N.A.
2002-C

By: WACHOVIA BANK OF DELAWARE,
    NATIONAL ASSOCIATION
    not in its individual capacity
    but solely as Owner Trustee


By:     /s/ Amy L. Martin                         By:  /s/ Roger H. Heintzelman
   -----------------------------                      --------------------------
Name:   Amy L. Martin                             Name:  Roger H. Heintzelman
Title:  Assistant Vice President                  Title: Principal

Date:   June 26, 2002                             Date:  June 26, 2002