##### 



Exhibit 10.1
 SCHEDULE
to the
ISDA Master Agreement
 dated as of __________, 20__
 between
[SWAP COUNTERPARTY],
a company incorporated under the laws of _________
( Party A )
 and
 FORD CREDIT FLOORPLAN MASTER OWNER TRUST __,
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.(d)
    
    The Credit Support Defaultprovisions of Section 5(a)(iii) will [not] 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)
    
    For purposes of Section 6(b), only Party B may designate an Early Termination
Date in respect of a Tax Eventor Tax Event Upon Mergerof Sections 5(b)(ii) and
5(b)(iii), respectively.




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(g)
    
    The Credit Event Upon Mergerprovisions of Section 5(b)(iv) will not apply to
Party A or to Party B.(h)
    
    The Automatic Early Terminationprovisions of Section 6(a) will not apply to
Party A or to Party B.(i)
    
    Payments on Early Termination.For the purpose of Section 6(e):
 (i)
    
    Market Quotation will apply unless Party A is the Defaulting
Party or 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 the Master
Agreement to which this Schedule is attached or this Schedule (together, this
Agreement), if (1) Party B designates an Early Termination Date pursuant to
Part 5(m) or 5(o) 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.
 (j)
    
    Termination Currencymeans United States Dollars.(k)
    
    Additional Termination Event will apply.Each of the following will constitute
an Additional Termination Event pursuant to Section 5(b)(v):
 (i)
    
    Any event of default occurs with respect to the Series ___Notes
issued by Party B (the Series ___Notes) and the Indenture Trustee (as defined
below) liquidates all or a portion of the Trust Assets in the manner permitted
by the Indenture, dated as of ___, 20___(the Indenture), between Party
B and [Indenture Trustee] (the Indenture Trustee), and the Series ___Indenture
Supplement, dated as of ___, 20___(the Series ___Indenture Supplement),
pursuant to which the Series ___Notes were issued, with Party B as the sole
Affected Party(ii)
    
    Any amendment or supplement to the Indenture or to the Series ___
Indenture Supplement 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;
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; and(iii)
    
    Failure of Party A to comply with the requirements of Part 5(m),
with Party A as the sole Affected Party.
 2




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(iv)
    
    If (A) [Ford Credit Floorplan Corporation] [and/or] [Ford Credit
Floorplan LLC], as depositor[s] of Party B ([the]/[each, a] Depositor) has a
reporting obligation with respect to this Transaction pursuant to Regulation AB
and (B) Party A fails to comply, within 30 days after receipt of a Swap
Financial Disclosure Request (as defined below) with the provisions set forth in
Part 5(o) below (provided, that if the significance percentage reaches
10% after a Swap Financial Disclosure Request has been made to Party A, Party A
must comply with the provisions set forth in Part 5(o)(c) below within 10 days
of Party A being informed of the significance percentage reaching 10%), 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:[                       ].(ii)
    
    Party B makes the following representations: It is a United
States Person for U.S. federal income tax purposes and either (a) is a financial
institution (within the meaning of Treasury Regulations section 1.1441-1(c)(5))
or (b) is not acting as an agent for a person that is not a United States Person
for U.S. federal income tax purposes.
 Part 3. Agreement to Deliver Documents.
 (a)
    
    For purposes of Section 4(a)(i) and (ii), each party agrees to deliver the
following documents, as applicable:
 Party required to
    
    
    
    Date by which to bedeliver document
    
    Form/Document/Certificate
    
    deliveredParty 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.
    
    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.
 3




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(b)
    
    Other documents to be delivered are:
 Party required
    
    
    
    
    
    Covered byto deliver
    
    
    
    Date by which to be
    
    Section 3(d)document
    
    Form/Document/Certificate
    
    delivered
    
    RepresentationParty A
    
    Annual audited financial
statements prepared in
accordance with
generally accepted
accounting principles in
the country in which the
party is organized,
including Form W-9.
    
    Promptly upon Party
Bs request.
    
    YesParty 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.
    
    At or promptly
following the
execution of this
Agreement.
    
    YesParty A and
Party B
    
    Opinions of counsel in
form and substance
acceptable to the other
party.
    
    At or promptly
following the
execution of this
Agreement.
    
    NoParty A
    
    If Party B notifies
Party A that the
significance
percentage as computed
by Party B in accordance
with Regulation AB is or
becomes 10% or greater,
Party A will provide to
Party B the financial
data relating to Party A
required to be disclosed
by Party B in Party Bs
reasonable judgment
pursuant to Item 1115 of
Regulation AB.
    
    Promptly upon
request of Party B.
    
    YesParty A
    
    A certificate of a
responsible officer
certifying that the
information provided by
Party A to Party B for
use in the prospectus
relating to the Series
___Notes is true and
accurate in all material
respects
    
    Upon execution of
this Agreement
    
    Yes
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Part 4. Miscellaneous
 (a)
    
    Addresses for Notices:
  (1) TO PARTY A:[Swap Counterparty]Attention:Telephone:Fax:with a copy to:Attention:Telephone:Fax:(2) TO PARTY B:[Owner Trustee],as Owner Trustee forFord Credit Floorplan Master Owner Trust ___Attention:Telephone:Fax:with copies to:[Indenture Trustee],as Indenture Trustee forFord Credit Floorplan Master Owner Trust ___Attention:Telephone:Fax:
 5




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andFord Motor Credit CompanyOne American Road, Suite 2411Dearborn, Michigan 48126Attention: Corporate SecretaryTelephone: (313) 323-1200Fax: (313) 248-7613andFord Motor Credit Companyc/o Ford Motor Company WHQOne American Road, Suite 801-C1Dearborn, Michigan 48126Attention: Securitization Operations SupervisorTelephone: (313) 594-3495Fax: (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.
 (e)
    
    Calculation Agent. The Calculation Agent is Party B.(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.(i)
    
    Netting of Payments.Subparagraph (ii) of Section 2(c) will apply to all
Transactions under this Agreement.
 6




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(j)
    
    Affiliatewill have the meaning specified in Section 14.(k)
    
    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.
 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 to which it is a party relating to this
Agreement or that it is required to deliver by this Agreement, 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;(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. 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
 7




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##### 



(b)
    
    Tax Provisions.The definition of Tax Event, Section 5 (b)(ii), is hereby modified by adding the
following provision at the end thereof:
 provided however
 (c)
    
    Deduction or Withholding for Tax.Party B will not be required to pay to Party
A any amount relating to Indemnifiable Taxes pursuant to Section 2(d)(i)(4). However,
if in the absence of this paragraph, Party B would otherwise be required to pay such
amounts, Party A will 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).(d)
    
    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 Notes and any other
securities issued by Party B and (ii) any other securities issued by a trust as to
which [the]/[either] Depositor is a depositor (or, if later, 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 [the]/[either] Depositor 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.(e)
    
    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 Indenture and the Series ___Indenture
Supplement and on the Distribution Dates specified therein. Party A
acknowledges that Party B has pledged its assets constituting the Trust Assets
to the Indenture Trustee. Upon exhaustion of the assets of Party B and the
proceeds thereof in accordance with the Indenture and the Series ___Indenture
Supplement, 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), [the]/[either] Depositor or any
stockholder, holder of a beneficial interest, employee, officer, director,
incorporator or Affiliate of such
 8




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##### 



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(e)(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.
 (f)
    
    Party B Pledge.Notwithstanding Section 7 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 Series ___Noteholders pursuant to the Indenture and the
Series ___Indenture Supplement and agrees to such pledge. 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 ___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. Party A
acknowledges that Party B will pledge substantially all its assets to the Indenture
Trustee for the benefit of the Series ___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 Series ___Indenture Supplement
and on the Distribution Dates specified therein.(g)
    
    Severability.If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, will be held to be
invalid or unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions 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.(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,
modification or supplement is made to the Indenture or the Series ___Indenture
Supplement 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; 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)
    
    Set-off. Notwithstanding 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
 9




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##### 



outside of this Agreement (including the Confirmations hereto). This Part 5(j) will
not affect the rights and obligations of the Parties pursuant to Section 2(c).(k)
    
    Limitation of Liability of Owner Trustee. Notwithstanding anything contained
in this Agreement to the contrary, this Agreement (and any Confirmation pursuant to
this Agreement) has been or will be signed on behalf of Party B by [Owner Trustee] not
in its individual capacity but solely in its capacity as Owner Trustee of Party B and
in no event will [Owner Trustee] 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 hereunder, 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.(l)
    
    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 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.Additional Defined Terms.Capitalized terms used but not defined in this
Agreement or any Confirmation shall have the meanings assigned thereto in the Series
___Indenture Supplement or, if not defined therein, in the Indenture.(m)
    
    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 ___ or ___ by S&P (or if it has no short term unsecured
debt rating by S&P, a long term unsecured debt rating of ___ by S&P),] [(x) either (i)
Party As long term unsecured and unsubordinated debt rating is withdrawn or reduced
below ___ by Moodys and Party A does not have a short-term unsecured and
unsubordinated debt rating of ___ or above by Moodys or (ii) Party As long or
short-term unsecured and unsubordinated debt rating is withdrawn or reduced below ___
or ___ by Moodys,] [(y) Party As long term unsecured and unsubordinated debt rating
is withdrawn or reduced below ___ by Fitch] (such rating threshold[s] in clause[s]
[(w), (x), and (y)], the Approved Rating Thresholds) or (z) any event set forth in
clause [(w), (x) or (y)] occurs and is continuing and 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 Series ___Notes, within 30 days of such rating withdrawal, downgrade or
notification (unless each such Rating Agency has reconfirmed the rating of each Class
of Series ___Notes which was in effect immediately prior to such withdrawal or
downgrade or notification), Party A will (i) assign each Transaction to another
counterparty with the
 10




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Approved Rating Thresholds and approved by Party B (which approval will not be
unreasonably withheld) on terms substantially similar to this Schedule and the
related Confirmation, (ii) obtain a guaranty, 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 will not 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
Series _______ Notes 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) will be for the account of
Party A.(n)
    
    Approval of Amendments or Assignment.No amendments to this Agreement will 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 Class of Series ___Notes.(o)
    
    Regulation AB Financial Disclosure.Party A acknowledges that for so long as there are reporting obligations with respect
to this Transaction under Regulation AB, the [Depositor is]/[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.In the event that the [Depositor determines]/[Depositors determine], reasonably and
in good faith, that the significance percentage of this Agreement has increased to at
least nine (9) percent, then on a Business Day after the date of such determination
the Depositor[s] 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 ten (10) percent (such request, an Swap Financial
Disclosure Request and such requested information, subject to the last sentence of
this paragraph, is 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.Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own
expense, shall (i) provide the Depositor[s] with the Swap Financial Disclosure, (ii)
subject to the Rating Agency Condition 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
to provide the Swap Financial Disclosure for such entity or (iii) subject to the
Rating Agency Condition 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 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. If permitted by Regulation AB,
any required
 11




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##### 



Swap Financial Disclosure may be provided by incorporation by reference from reports
filed pursuant to the Exchange Act.
  12




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##### 



EXECUTED:
 [SWAP COUNTERPARTY]
    
    
    
    FORD CREDIT FLOORPLANMASTER OWNER TRUST __By: [OWNER TRUSTEE],not in its individual capacity but solely as Owner TrusteeBy:
    
    
    
    
    
    By:Name:
    
    
    
    Name:Title:
    
    
    
    Title:Date:
    
    
    
    Date:By:Name:Title:Date:
 [Signature Page for Swap Schedule]
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To:
    
    [SWAP COUNTERPARTY]Contact:Attention:Fax:Telephone:From:
    
    FORD CREDIT FLOORPLAN MASTER OWNER TRUST __Contact:
    
    c/o [Owner Trustee]as Owner TrusteeAttention:Telephone:Facsimile:Re:Interest Rate Swap Reference No.
  Party A Party B Transaction
  Agreement
  Party A:
    
    [Swap Counterparty].Party B:
    
    Ford Credit Floorplan Master Owner Trust ___.Notional Amount A:
    
    USD ___on the Effective Date and, for any Payment Date
thereafter, USD ___less all
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payments of principal to the Class A Noteholders
through the immediately preceding Distribution Date.Notional Amount B:
    
    USD ___on the Effective Date and, for any Payment Date
thereafter, USD ___less all payments of principal to the Class B
Noteholders through the immediately preceding Distribution Date.Trade Date:
    
    , 20.Effective Date:
    
    , 20.Termination Date:
    
    , 20, subject to adjustment in accordance with the
Following Business Day Convention.Party A Floating Amounts:
 Floating Rate Payer A:
    
    Party A.Floating Rate Payer A    Payment
Dates:
    
    ___, 20___
and the
15th day
of each month
thereafter until
and including the
Termination Date,
subject to
adjustment in
accordance with the
Following Business
Day Convention.
   Floating Amounts for the
First Floating Rate
Payer A Payment Date:
    
    The product of (i) Notional Amount A,
(ii) one-month LIBOR on ___,
20___plus the Class A Spread from and
including the Effective Date to but
excluding the first Floating Rate Payer
A Payment Date and (iii) the applicable
Floating Rate A Day Count Fraction.Reset Dates:
    
    The first day of each Calculation
Period.Reset Determination Date:
    
    Two London Business Days (as defined in
the Series ___Indenture Supplement)
prior to the Reset Date.Calculation Period:
    
    From the Floating Rate Payer A Payment
Date through and including the day
immediately preceding the following
Floating Rate Payer A Payment Date.Floating Rate A:
    
    USD-LIBOR-BBA.Designated Maturity:
    
    One month.Class A Spread:
    
    ___basis points.Floating Rate A Day
Count Fraction:
    
    Actual/360.
 2




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##### 



Floating Amounts for the
First Floating Rate
Payer A Payment Date:
    
    The product of (i) Notional Amount B,
(ii) one-month LIBOR on ___,
20___plus the Class B Spread from and
including the Effective Date to but
excluding the first Floating Rate Payer
A Payment Date and (iii) the applicable
Floating Rate A Day Count Fraction.Reset Dates:
    
    The first day of each Calculation
Period.Reset Determination Date:
    
    Two London Business Days (as defined in
the Series ___Indenture Supplement)
prior to the Reset Date.Calculation Period:
    
    From the Floating Rate Payer A Payment
Date through and including the day
immediately preceding the following
Floating Rate Payer A Payment Date.Floating Rate A:
    
    USD-LIBOR-BBA.Designated Maturity:
    
    One month.Class B Spread:
    
    ___basis points.Floating Rate A Day
Count Fraction:
    
    Actual/360.
  Initial Exchange Amount:
    
    USD ___.Initial Exchange Date:
    
    ___, 20___.
   Floating Rate Payer:
    
    Party B.Floating Rate Payer B Period End Dates
    
    ___, 20___, and the last
day of each month thereafter
until ___, 20___.Floating Rate Payer B
Payment Dates:
    
    ___, 20___, and thereafter
Delayed Payment will apply and
such Payment Dates will be the
15th day of each
month thereafter until the
Termination Date, subject to the
Following Business Day
Convention.
 3




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##### 



Floating Amount for
the First Floating
Rate Payer B Payment
Date:
    
    The product of (i) Notional
Amount A plus Notional Amount B,
(ii) the Weighted Average of the
Prime Rate (as defined below) on
the Reset Dates in the month of
___20___(as if the
Calculation Period were such
month) and (iii) 30/360.Floating Rate B Option:
    
    The Prime Rate (as defined
below).Designated Maturity:
    
    One month.Floating Rate B Day
Count Fraction:
    
    30/360.Reset Dates:
    
    Each Friday of each calendar
month, subject to the Following
Business Day Convention.Method of Averaging:
    
    Weighted Average.
  Floating Rate Payer:
    
    Party B.Floating Rate Payer B
Payment Dates:
    
    ___, 20___, and the
15th day of each month
thereafter until the Termination Date,
subject to the Following Business Day
Convention.Floating Amount for the
First Floating Rate
Payer B Payment Date:
    
    The product of (i) Notional Amount A
plus Notional Amount B, (ii) one-month
LIBOR on ___, 20___effective
___, 20___and (iii) 30/360.Reset Date:
    
    The first day of each Calculation
Period.Reset Determination Date:
    
    Two London Business Days (as defined in
the Series ___Indenture Supplement)
prior to the Reset Date.Calculation Period
    
    From the Floating Rate Payer B Payment
Date through and including the day
immediately preceding the following
Floating Rate Payer B Payment Date.Floating Rate:
    
    USD-LIBOR-BBA.Designated Maturity:
    
    One month.Spread:
    
    Not applicable.Floating Rate B Day
Count Fraction:
    
    30/360.
 Business Days:
    
    New York and Delaware.
 4




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##### 



3. Account DetailsPayments to Party A:
    
    [Swap Counterparty]ABA #Acct #Attn:Payments to Party B:
    
    [Indenture Trustee], in favor of Ford Credit Floorplan Master
Owner Trust ___ABA #Acct #Acct Name: Ford Credit Floorplan Master Owner TrustCollection AccountRef: Interest Rate SwapParty A Operations Contact:
    
    [Swap Counterparty]Attention:Telephone:Fax:Party B Operations Contact:
    
    Ford Credit Floorplan Master Owner Trust ___[Owner Trustee], as Owner TrusteeAttention:Telephone:Fax:With a copy to:[Indenture Trustee],as Indenture TrusteeAttention: Ford Credit Floorplan Master Owner TrustTelephone:Fax:
 5




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##### 



and a copy to:c/o Ford Motor CompanyWorld HeadquartersOne American Road, Suite 801-C1Dearborn, Michigan 48126Attention: Swaps Securitization OperationsTelephone: (313) 594-3495Fax: (313) 390-4133
 6




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##### 



Best Regards,[SWAP COUNTERPARTY]By:Name:Title:By:Name:Title:FORD CREDIT FLOORPLAN MASTER OWNER TRUST __By:
    
    [OWNER TRUSTEE],not in its individual capacitybut solely as Owner TrusteeBy:Name:Title:
 [Signature Page for Swap Confirmation]