Exhibit 10.1


                                    SCHEDULE
                                     to the
                              ISDA Master Agreement

                          dated as of January 25, 2001

                                    between
                           Citibank, N.A. ("Party A")
                                      and
                 Ford Credit Auto Owner Trust 2001-A ("Party B")



1.       Part   Termination Provisions.

(a)      "Specified Entity" means:

        (i)      in relation to Party A:  Not Applicable.

        (ii)     in relation to Party B:  Not Applicable.

(b)      "Specified Transaction" shall have the meaning specified in Section 14
         of this Agreement.

(c)      The "Breach of Agreement" provisions of Section 5(a)(ii) will not apply
         to Party A and will not apply to Party B.

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

(e)      The  "Misrepresentation"  provisions of Section 5(a)(iv) will not apply
         to Party A and will not apply to Party B.

(f)      The "Default under Specified Transaction" provisions of Section 5(a)(v)
         will not apply to Party A and will not apply to Party B.

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

         With  regard  to  Party  A,   "Threshold   Amount"   means  3%  of  its
         shareholders'  equity (i.e., the sum of capital and disclosed  reserves
         as reported in the most recently published annual audited  consolidated
         financial statements) of Citicorp.

(h)      The "Merger Without  Assumptions"  provisions of Section 5(a)(vii) will
         not apply to Party A and will not apply to Party B.

(i)      The "Credit Event Upon Merger" provision in Section 5(b)(iv),  will not
         apply to Party A and not apply to Party B.

(j)      The "Tax Event" provision of Section 5(b)(ii) will apply to Party B and
         will not apply to Party A.

(k)      The "Tax Event Upon Merger"  provision of Section  5(b)(iii) will apply
         to Party B and will not apply to Party A.

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

(m)      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  enters  into a
                  replacement  Transaction on or prior to the Early  Termination
                  Date, in which event Loss will apply.

        (ii)     The Second Method will apply.

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

(o)      "Additional Termination Event".  The following shall constitute an
         Additional Termination Event:

        (i)       Acceleration or Liquidation of the Notes.  It shall be an
                  Additional Termination Event with Party B the sole Affected
                  Party if Party A or Party B elects to terminate the
                  Transactions (1) following an Event of Default as defined in
                  Section 5.1(i) or Section 5.1(ii) of the Indenture which has
                  resulted in an acceleration of the Notes, provided such
                  acceleration has not been rescinded and annulled pursuant to
                  Section 5.2(b) of the Indenture, or (2) upon a liquidation of
                  the Indenture Trust Estate pursuant to Section 5.4(iv) of the
                  Indenture.  In such event, either Party A or Party B may, by
                  not more than 20 days notice to the other party and provided
                  such Additional Termination Event is continuing, designate a
                  day not earlier than the day such notice is effective as an
                  Early Termination Date in respect of all Affected
                  Transactions.  If an event or circumstance which would
                  constitute an Event of Default by Party A under this Agreement
                  gives rise to an Event of Default under the Indenture, it will
                  be treated as an Event of Default by Party A and not an
                  Additional Termination Event.

         (ii)     Amendments Made Without Consent of Party A.   It shall be an
                  Additional Termination Event if any amendment or supplement to
                  the Indenture or to any of the Receivables Transfer and
                  Servicing Agreements which would adversely affect any of
                  Party A's rights or obligations under this Agreement or modify
                  the obligations of, or impair the ability of Party B to fully
                  perform any of Party B's obligations under, this Agreement 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 ten Business Days of receipt of a written
                  request for such consent.

        (iii)     Downgrade of Party A.  It shall be an Additional Termination
                  Event with Party A the Affected Party if (1) the Credit
                  Rating of Party A is downgraded below "Aa3" by Moody's or
                  "AA-" by Fitch, or is suspended or withdrawn by either
                  Rating Agency, (2) the short-term Credit Rating of Party A is
                  downgraded below a rating of "A-1" by S&P, or is suspended or
                  withdrawn by such Rating Agency, or (3) notice is given to
                  Party B by any Rating Agency that the credit support, if any,
                  with respect to Party A is no longer deemed adequate to
                  maintain the then-current ratings of the Notes, and within
                  30 days of such downgrade, suspension, withdrawal or
                  notification, Party A shall fail to either (X) deliver or post
                  collateral acceptable to Party B in amounts sufficient to
                  secure its obligations under this Agreement, (Y) assign its
                  rights and obligations under this Agreement to a replacement
                  counterparty acceptable to Party B or (Z) establish other
                  arrangements necessary, if any, in each case so that the
                  Rating Agencies confirm the ratings of the Notes that were in
                  effect immediately prior to such downgrade, suspension,
                  withdrawal or notification.


2.       Part  Tax Representations.

(a)      Payer Tax  Representations.  For the  purposes of Section  3(e) of this
         Agreement,  Party A and Party B will each make the following
         representations to the other:

         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,  each party may
         rely on:

        (i)       the  accuracy of any  representations  made by the other party
                  pursuant to Section  3(f) of this Agreement;

        (ii)      the satisfaction of the agreement of the other party 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.

        (i)       For the  purpose of Section  3(f) of this  Agreement,  Party A
                  represents  to  Party  B  that  it  is a  federally  chartered
                  national banking  association and is not a foreign corporation
                  for United States tax purposes.

        (ii)      For the  purpose of Section  3(f) of this  Agreement,  Party B
                  represents  to Party A that it is a business  trust  organized
                  and  existing  under the laws of the State of Delaware  and is
                  not a foreign corporation for United States tax purposes.

                  It is (A) a "United  States  person"  as  defined  in  Section
                  7701(a)(30) of the Internal  Revenue Code of 1986, as amended,
                  or  (B)   wholly-owned   by  a  "United   States  person"  and
                  disregarded  as an  entity  separate  from its  owner for U.S.
                  federal tax purposes.


3.       Part   Documents to be delivered.

(a)      For the purpose of Section 4(a)(i), the documents to be delivered are:

<TABLE>
<CAPTION>

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

Party A                    An executed United States      (i) Upon execution of this      Applicable
                           Internal Revenue Service       Agreement, (ii) promptly upon
                           Form W-9 (or any successor     reasonable demand by Party B
                           thereto).                      and (iii) promptly upon
                                                          learning that any such
                                                          form    previously
                                                          provided  by  Party  A
                                                          has become obsolete or
                                                          incorrect.

Party B                    An executed United States      (i) Upon execution of this      Applicable
                           Internal Revenue Service       Agreement, (ii) promptly upon
                           Form W-9 (or any successor     reasonable demand by Party A
                           thereto).                      and (iii) promptly upon
                                                          learning that any such
                                                          form   previously
                                                          provided  by  Party  B
                                                          has become obsolete or
                                                          incorrect.



(b)      For the purposes of Section 4(a)(ii), the other documents to be
         delivered are as follows:


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

Party A and  Party B        Evidence of the            Upon or prior to the execution   Applicable
                            authority, incumbency      and delivery of this Agreement
                            and specimen signature     and, with respect to any
                            of each person executing   Confirmation upon request by
                            this Agreement or any      the other party.
                            Confirmation, Credit
                            Support Document or
                            other document entered
                            into in connection with
                            this Agreement on its
                            behalf or on behalf of a
                            Credit Support Provider
                            or otherwise, as the
                            case may be.

Party A and Party B         Certified copies of        Upon request by the other        Applicable
                            documents evidencing       party.
                            each Party's capacity to
                            execute and deliver this
                            Agreement, each
                            Confirmation and any
                            Credit Support Document
                            (if applicable), and to
                            perform its obligations
                            hereunder or thereunder
                            as may be reasonably
                            requested by the other
                            party.


Party A                     A copy of the most         Promptly after request by        Applicable
                            recent annual report       Party B.
                            containing consolidated
                            financial statements
                            and such other public
                            information respecting
                            the condition or
                            operations, financial or
                            otherwise of Party A as
                            Party B may reasonably
                            request from time to
                            time.


Party B                     Monthly reports to         On or prior to each Monthly      Applicable
                            noteholders and            Distribution Date.
                            certificateholders as
                            specified in the
                            Indenture.


Party A and Party B         A legal opinion in form    On or prior to the Closing       Not Applicable
                            and substance              Date.
                            satisfactory to the
                            other party.

Party A                     An officer's certificate   On or prior to the Closing       Not Applicable
                            affirming the              Date.
                            information describing
                            Citibank, N.A.  provided
                            to Party B for use in
                            Party B's offering
                            materials


Party B                     A copy of the executed     As soon as practical after the   Party B
                            Indenture and of each of   Closing Date.
                            the Receivables Transfer
                            and Servicing Agreements.


Party A and Party B         Such other documents as    Promptly upon request of the     Not Applicable
                            the other party may        other party.
                            reasonably request.

</TABLE>


1.       Part  Miscellaneous.

(a)      Address  for  Notices.  For  the  purpose  of  Section  12(a)  of  this
         Agreement,  the addresses for notices and communications to Party A and
         Party B shall be as follows:

         TO PARTY A:

                  Citibank N.A.
                  333 West 34th street
                  2nd floor
                  New York, New York  10001

                  Attention:  Director Derivatives Operations
                  and with respect to Sections 5, 6, 11 or 13, with copy to:

                  Citibank, N.A.
                  Capital Markets Legal Department
                  388 Greenwich Street
                  New York, New York  10013
                  Attention:  Department Head

         TO PARTY B:

                  The Bank of New York,
                  as Owner Trustee for Ford Credit Auto Owner Trust 2001-A
                  101 Barclay Street
                  New York, New York 10286
                  United States
                  Attention: Asset-Backed Finance Unit

         With copies to:

                  The Chase Manhattan Bank,
                  as Indenture Trustee for Ford Credit Auto Owner Trust 2001-A
                  450 West 33rd Street
                  New York, New York 10001
                  United States
                  Attention:  Michael A. Smith
                  Tel.:  (212) 946-3346
                  Fax:  (212) 946-8302

                  and

                  Ford Motor Credit Company
                  Ford Motor Company
                  World Headquarters
                  Office of the General Counsel
                  Attention of the Secretary
                  One American Road
                  Suite 1034-A1
                  Dearborn, MI  48121
                  Fax:   (313) 594-7742


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

         Party A appoints as its Process Agent:      Party A.

         Party B appoints as its Process Agent:

                        The Bank of New York,
                        As Owner Trustee for Ford Credit Auto Owner Trust 2001-A
                        101 Barclay Street
                        New York, New York  10286

(c)      Offices.  The provisions of Section 10(a) will apply to this Agreement.

(d)      Multibranch Party.  For purposes of Section 10(c) of this Agreement:

        (i)      Party A is not a Multibranch Party.

        (ii)     Party B is not a Multibranch Party.

(e)      The Calculation Agent shall be Ford Motor Credit Company, as
         Administrator of Party B pursuant to the Administration Agreement.

(f)      Credit Support Documents.

         None.

(g)      Credit Support Provider.

         Not applicable.

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

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

2.       Part  Other Provisions.

(a)      Representations.

        (i)       Non-Reliance,  Etc.  Each party will be deemed to represent to
                  the other party on the date that it enters into a  Transaction
                  that  (absent a written  agreement  between the  parties  that
                  expressly imposes affirmative  obligations to the contrary for
                  that Transaction):

                  (1)      Non-Reliance.  It is acting for its own account, and
                           it has made its own independent decisions to enter
                           into that Transaction and as to whether that
                           Transaction is appropriate or proper for it based
                           upon its own judgment and upon advice from such
                           advisers as it has deemed necessary. It is not
                           relying on any communication (written or oral) of the
                           other party as investment advice or as a
                           recommendation to enter into that Transaction; it
                           being understood that information and explanations
                           related to the terms and conditions of a Transaction
                           shall not be considered to be investment advice or a
                           recommendation to enter into that Transaction. No
                           communication (written or oral) received from the
                           other party shall be deemed to be an assurance or
                           guarantee as to the expected results of that
                           Transaction.

                  (2)      Assessment  and  Understanding.   It  is  capable  of
                           assessing the merits of and understanding (on its own
                           behalf or through independent  professional  advice),
                           and  understands and accepts the terms and conditions
                           and risks of that Transaction.  It is also capable of
                           assuming, and assumes, the risks of that Transaction.

                  (3)      Status of Parties.  The other party is not acting as
                           a fiduciary for or adviser to it in respect of that
                           Transaction.

        (ii)      Commodity Exchange Act.  Each party represents to the other
                  party on and as of the date hereof and on each date on which a
                  Transaction is entered into between them that:

                  (1)      each Transaction is intended to be exempt from, or
                           otherwise not subject to regulation under, the
                           Commodity Exchange Act;

                  (2)      such party is an "eligible swap participant" within
                           the meaning of CFTC Regulation Section 35.1(b)(2);
                           and

                  (3)      such  party is  entering  into  each  Transaction  in
                           connection  with  its  line of  business  and not for
                           purposes of speculation.


(b)      Consent to Recording.

         Each party (i) consents to the recording of the telephone conversations
         of trading and  marketing  and/or  other  personnel  of the parties and
         their  Affiliates  in connection  with this  Agreement or any potential
         Transaction  (ii)  agrees to obtain any  necessary  consent of and give
         notice of such  recording to such  personnel of it and its  Affiliates;
         and (iii)  agrees that  recordings  may be submitted in evidence in any
         Proceedings relating to this Agreement.

(c)      Tax Provisions.

         (i)      The  definition  of Tax Event,  Section 5  (b)(ii),  is hereby
                  modified by adding the following provision at the end thereof:

                           "provided,    however,    that   for    purposes   of
                           clarification,   the  parties  acknowledge  that  the
                           introduction or proposal of legislation shall not, in
                           and of itself,  give rise to a presumption that a Tax
                           Event has occurred."

         (ii)     Party B will not be  required  to pay  additional  amounts  in
                  respect of an Indemnifiable  Tax or be under any obligation to
                  pay to Party A any amount in respect of any liability of Party
                  A for or on account of any Tax.

(d)      No Set Off.

                  Notwithstanding  any  setoff  right  contained  in  any  other
         agreement  between Party B or any affiliate or Credit Support  Provider
         of Party B, on the one  hand,  and Party A or any  Affiliate  or Credit
         Support Provider of Party B, on the other,  whether now in existence or
         hereafter entered into unless such agreement shall  specifically  refer
         to this paragraph (d), each party agrees that all payments  required to
         be made by it under  this  Agreement  shall be made  without  setoff or
         counterclaim  for, and that it shall not  withhold  payment or delivery
         under this  Agreement  in respect of, any default by the other party or
         any Affiliate or Credit  Support  Provider of the other party under any
         such  other  agreement  or  any  amount  relating  to  any  such  other
         agreement.  For purposes of this paragraph (d),  "Affiliate" shall have
         the meaning specified in Section 14 of this Agreement.

(e)      Additional Acknowledgments and Agreements of the
         Parties.

         (i)      Financial Statements.  Notwithstanding  Section 5(a) (ii), the
                  failure of either  party to deliver  any  financial  statement
                  referenced in Part 4 of this Schedule  shall not constitute an
                  Event of Default under Section 5(a)(ii).

        (ii)      Bankruptcy Code.  Without limiting the applicability if any,
                  of any other provision of the U.S. Bankruptcy Code as amended
                  (the "Bankruptcy Code") (including without limitation Sections
                  362, 546, 556, and 560 thereof and the applicable definitions
                  in Section 101 thereof), the parties acknowledge and agree
                  that all Transactions entered into hereunder will constitute
                  "forward contracts" or "swap agreements" as defined in Section
                  101 of the Bankruptcy Code or "commodity contracts" as defined
                  in Section 761 of the Bankruptcy Code, that the rights of the
                  parties under Section 6 of this Agreement will constitute
                  contractual rights to liquidate Transactions, that any margin
                  or collateral provided under any margin, collateral, security,
                  pledge, or similar agreement related hereto will constitute
                  a "margin payment" as defined in Section 101 of the Bankruptcy
                  Code, and that the parties are entities entitled to the rights
                  under, and protections afforded by, Sections 362, 546, 556,
                  and 560 of the Bankruptcy Code.

        (iii)     Non-Petition.  Party A covenants and agrees that it will not,
                  prior to the date which is one year and one day following the
                  payment in full of all of the Notes, Class C Certificates and
                  Class D Certificates and the expiration of all applicable
                  preference periods under the United States Bankruptcy Code or
                  other applicable law relating to any such payment, acquiesce,
                  petition or otherwise invoke the process of any governmental
                  authority for the purpose of commencing a case (whether
                  voluntary or involuntary) against Party B under any
                  bankruptcy, insolvency or similar law or appointing a
                  receiver, liquidator, assignee, trustee, custodian,
                  sequestrator or other similar official of Party B or any
                  substantial part of its property or ordering the winding up or
                  liquidation of the affairs of Party B.  Party A agrees that it
                  has recourse against Party B only to the extent of the assets
                  of the Party B and the proceeds thereof, and any claims
                  against Party B shall be extinguished when the assets of
                  Party B are exhausted.

        (iv)      No Transfer without Prior Confirmation by Rating Agencies.
                  Section 7 of this Agreement is hereby amended by inserting the
                  following immediately after the words "other party" and
                  immediately before the words ", except that:":  "and unless
                  each of the Rating Agencies confirm that the transfer will not
                  cause the reduction, suspension or withdrawal of their then
                  current rating on any of the Class A Notes" and by replacing
                  subsection (a) of Section 7 with the following:  "except
                  that no prior confirmation by Rating Agencies or the other
                  party is required in connection with a consolidation or
                  amalgamation with, or merger with or into, or transfer of all
                  or substantially all of Party A's assets to, or
                  reorganization, incorporation, reincorporation or
                  reconstitution into or as, another entity (but without
                  prejudice to any other right or remedy under this Agreement);
                  and".

        (v)       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
                  (as defined in the Indenture) for the benefit of the
                  Noteholders (as defined in the Indenture) 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.

        (vi)      Limited Recourse.  The liability of Party B in relation to
                  this Agreement and any Transaction hereunder is limited in
                  recourse to the assets of Party B and proceeds thereof applied
                  in accordance with the Indenture and the Sale and Servicing
                  Agreement.  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 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 hereunder against any holder of a
                  beneficial interest, employee, officer or Affiliate thereof
                  and no recourse shall be taken for the payment of any amount
                  owing in respect of any obligation of, or claim against,
                  Party B based upon or arising out of this Agreement against
                  the Administrator, the Servicer, the Indenture Trustee, the
                  Owner Trustee, the Delaware Trustee 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
                  willful misconduct, bad faith or negligence.

        (vii)     No Amendment  without Prior  Confirmation by Rating  Agencies.
                  Section 9(b) of this Agreement is hereby amended by adding the
                  following at the end of such Section: ", and unless the Rating
                  Agencies  confirm  that  such  amendment  will not  cause  the
                  reduction,  suspension  or  withdrawal  of their then  current
                  rating on any of the Notes,  the Class C  Certificates  or the
                  Class D Certificates, unless such amendment clarifies any term
                  or provision, corrects any inconsistency, cures any ambiguity,
                  or corrects any typographical error in the Agreement."

        (viii)    Consent by Party A to Amendments to Certain Documents.  Before
                  any amendment or supplement is made to the Receivables
                  Transfer and Servicing Agreements or to the Indenture which
                  would adversely affect any of Party A's rights or obligations
                  under this Agreement or modify the obligations of, or impair
                  the ability of Party B to fully perform any of Party B's
                  obligations under, this Agreement, Party B shall provide
                  Party A with a copy of the proposed amendment or supplement
                  and shall obtain the consent of Party A to such amendment or
                  supplement 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 ten Business Days of receipt of a written
                  request for such consent.

        (ix)      Severability.  If any term, provision, covenant, or condition
                  of this Agreement, or the application thereof to any party or
                  circumstance, shall be held to be invalid or unenforceable
                  (in whole or in part) for any reason, the remaining terms,
                  provisions, covenants, and conditions hereof shall 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
                  (including without limitation Sections 2, 5 and 6 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.

(f)      Waiver  of  Right  to  Trial  by  Jury.  Each  of  the  parties  hereby
         irrevocably waives any and all right to a trial by jury with respect to
         any legal  proceeding  arising out of or relating to this  Agreement or
         any Transaction.

(g)      Definitions.  Unless otherwise specified in a Confirmation, this
         Agreement and the relevant Transaction between the parties are subject
         to the 1991 ISDA Definitions (the "Definitions"), as published by the
         International Swap Dealers 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.

(h)      Additional Definitions.

         "Administration  Agreement"  shall  mean the  administration  agreement
         (including Appendix A thereto) dated as of January 1, 2001, as amended,
         supplemented or otherwise modified and in effect, by and among Party B,
         Ford Motor Credit Company, and The Chase Manhattan Bank.

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

         "Class A-5 Notes"  means the Class A-5 Notes issued by Party B pursuant
         to the Indenture.

         "Class C Certificates" means the Class C Certificates 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 January 25, 2001.

         "Credit  Rating"  means,  with respect to Party A, the issuer rating of
         the head office of Citibank, N.A. without regard to whether or not such
         rating is under review with positive or negative implications.

         "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, comencing February 15, 2001.

         "Fitch" means Fitch, Inc.

         "Indenture"  shall  mean the  indenture  dated as of  January  1,  2001
         (including Appendix A thereto),  as amended,  supplemented or otherwise
         modified and in effect,  between Party B and The Chase  Manhattan Bank,
         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 Indenture for the benefit of the  Noteholders
         and  the  Swap  Counterparties  (including,   without  limitation,  all
         property and interests granted to the Indenture Trustee), including all
         proceeds thereof.

         "Indenture  Trustee"  shall  mean The  Chase Manhattan  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 A-5 Notes and the Class B
         Notes issued by Party B pursuant to the Indenture.

         "Purchase  Agreement"  shall  mean the  purchase  agreement  (including
         Appendix A thereto)  dated as of January 1, 2001,  as from time to time
         amended, supplemented or otherwise modified and in effect, between Ford
         Motor Credit Company and Ford Credit Auto Receivables Two L.P.

         "Rating  Agencies" shall mean Moody's,  S&P and Fitch or any substitute
         rating agency that the Seller (as defined in the Indenture) requests to
         rate the Notes.

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

         "Sale  and  Servicing  Agreement"  shall  mean the  sale and  servicing
         agreement  (including  Appendix A thereto) dated as of January 1, 2001,
         as amended,  supplemented or otherwise  modified and in effect,  by and
         among  Party B, Ford Auto  Receivables  Two L.P.,  as seller,  and Ford
         Motor Credit Company, as servicer.

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

         "Trust  Agreement"  shall mean the Amended and Restated Trust Agreement
         (including  Appendix  A  thereto),  dated as of  January  1,  2001,  as
         amended, supplemented or otherwise modified and in effect, by and among
         Ford Credit Auto Receivables Two L.P., the Bank of New York (Delaware),
         as Delaware Trustee and The Bank of New York, 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.



      CITIBANK, N.A.                     FORD CREDIT AUTO OWNER TRUST
                                                   2001-A
                                          By:      THE BANK OF NEW YORK
                                                   not in its individual
                                                   capacity but solely as Owner
                                                   Trustee


By:  ____________________                 By:  _______________________
Name:                                           Name:
Title:                                          Title:

Date:                                           Date:




By:______________________
Name:
Title:

Date:


<PAGE>



EXHIBIT A - Form of  Confirmation

                                                                       [Date]



To:            Citibank, N.A.
               Capital Markets Legal Department
               388 Greenwich Street
               20th Floor
               New York, New York  10013
Contact:       Scott L. Flood
               Tel:  (212) 816-3380

From:          Ford Credit Auto Owner Trust 2001-A
               c/o The Bank of New York,
               as owner  trustee
               ABS Finance Unit 101
               Barclay 12E Floor
               New York, NY 10286
Contact:       John Bobko
               Tel:  (212) 815-5613


Re:  Interest Rate Swap 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 Citibank,  N.A. ("Party
A") and Ford Credit Auto Owner Trust 2001-A ("Party B") on the Trade Date listed
below (the "Transaction").  This letter constitutes a "Confirmation" as referred
to in the ISDA Agreement specified below.

               The  definitions  and  provisions  contained  in  the  1991  ISDA
Definitions (as published by the International Swap Dealers  Association,  Inc.)
are  incorporated  into this  Confirmation.  In the  event of any  inconsistency
between those definitions and this Confirmation, this Confirmation will govern.

               1. This Confirmation  supplements,  forms part of, and is subject
to,  the  Master  Agreement  dated as of  January  25 ,  2001,  as  amended  and
supplemented  from  time to  time  (the  "Agreement")  between  you and us.  All
provisions  contained  in the  Agreement  govern  this  Confirmation  except  as
expressly  modified below. Other capitalized terms used herein and not otherwise
defined shall have the meanings  given them in the Indenture  referred to in the
Agreement.  In the  event of any  inconsistency  between  those  terms  and this
Confirmation, this Confirmation will govern.

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

          Party A:                          Citibank, N.A.

          Party B:                          Ford Credit Auto Owner Trust 2001-A.

          Trade Date:                       [           ].

          Effective Date:                   [           ].

          Notional Amount:                  [The Notional Amount initially
                                            shall  equal [ ] and shall
                                            decrease   by  an   amount
                                            equal to the amount of the
                                            reduction in the aggregate
                                            principal  balance  of the
                                            Class  [A- ] Notes on each
                                            Distribution  Date.
                                            Decreases  in the Notional
                                            Amount with respect to the
                                            calculation    of    Fixed
                                            Amounts  shall take effect
                                            as of the  Period End Date
                                            occurring  in the month of
                                            the   Distribution   Date.
                                            Party  B  shall  determine
                                            the  Notional  Amount  and
                                            shall  inform  Party  A of
                                            such  determination by the
                                            twelfth    day   of   each
                                            calendar month. ]

          Termination Date:                 The date the aggregate outstanding
                                            principal balance of the Class A-[ ]
                                            Notes has been reduced to zero.

      Fixed Amounts

          Fixed Rate Payer:                 Party B.

          Fixed Rate Payer:
          Payment Date:                     The 15th day of each calendar month,
                                            subject to adjustment in accordance
                                            with the Following Business Day
                                            Convention.

          Period End Date:                  The 15th day of each calendar month,
                                            with No Adjustment.

          Fixed Rate:                       [    ]%.

          Fixed Rate Day
          Count Fraction:                   30/360.

      Floating Amounts

          Floating Rate Payer:              Party A.

          Floating Rate Payer:
          Payment Dates:                    The 15th day of each calendar month,
                                            subject to adjustment in accordance
                                            with the Following Business Day
                                            Convention.

          Floating Rate for initial
          Calculation Period:               [                ]

          Floating Rate Option:             [USD-LIBOR-BBA.]

          Designated Maturity:              One month.

          Spread:                           [Spread] basis points.

          Floating Rate Day
          Count Fraction:                   Actual/360.

          Reset Dates:                      The first day of each Floating Rate
                                            Payer Calculation Period.

          Business Days:                    New York and Delaware.

          3.  Account Details

          Payments to Party A:              Citibank, N.A.
                                            ABA#:
                                            Acct. #
                                            Acct. Name:
                                            Ref:  Ford 2001-A

          Payments to Party B:              The Chase Manhattan Bank
                                            ABA# 021-000-021
                                            Account #:  [           ]
                                            Account Name:  ITS Incoming Wire
                                                           House Account
                                            Ref:  Ford 2001-A

          Party A Operations Contact:       [                     ]

          Party B Operations Contact:       The Chase Manhattan Bank
                                            Corporate Trust Administration
                                            450 West 33rd Street, 14th floor
                                            New York, New York 10001
                                            Attention:  Michael A. Smith
                                            Tel:  (212) 946-3346
                                            Fax:  (212) 946-8302


<PAGE>





                   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 2001-A
               By: THE BANK OF NEW YORK
                    not in its individual capacity but
                    solely as Owner Trustee




               By:______________________________
               Name:
               Title:


               Citibank, N.A.




               By:______________________________
               Name:
               Title:


<PAGE>


 EXHIBIT B - Class A-4 Swap Confirmation

                                                                January 25, 2001


To:            Citibank, N.A.
               Capital Markets Legal Department
               388 Greenwich Street
               20th Floor
               New York, New York  10013
Contact:       Scott L. Flood
               Tel:  (212) 816-3380

From:          Ford Credit Auto Owner Trust 2001-A
               c/o The Bank of New York, as
               owner  trustee
               ABS Finance Unit 101
               Barclay 12E Floor
               New York, NY 10286
Contact:       John Bobko
               Tel:  (212) 815-5613


Re:  Interest Rate Swap Reference No. FCOAT 2001-A Class A-4 Swap


Ladies and Gentlemen:

               The purpose of this letter  agreement is to confirm the terms and
conditions of the Swap Transaction  entered into between Citibank,  N.A. ("Party
A") and Ford Credit Auto Owner Trust 2001-A ("Party B") on the Trade Date listed
below (the "Transaction").  This letter constitutes a "Confirmation" as referred
to in the ISDA Agreement specified below.

               The  definitions  and  provisions  contained  in  the  1991  ISDA
Definitions (as published by the International Swap Dealers  Association,  Inc.)
are  incorporated  into this  Confirmation.  In the  event of any  inconsistency
between those definitions and this Confirmation, this Confirmation will govern.

               1. This Confirmation  supplements,  forms part of, and is subject
to,  the  Master  Agreement  dated  as of  January  25,  2001,  as  amended  and
supplemented  from  time to  time  (the  "Agreement")  between  you and us.  All
provisions  contained  in the  Agreement  govern  this  Confirmation  except  as
expressly  modified below. Other capitalized terms used herein and not otherwise
defined shall have the meanings  given them in the Indenture  referred to in the
Agreement.  In the  event of any  inconsistency  between  those  terms  and this
Confirmation, this Confirmation will govern.

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

          Party A:                       Citibank, N.A.

          Party B:                       Ford Credit Auto Owner Trust 2001-A.

          Trade Date:                    January 18, 2001.

          Effective Date:                January 25, 2001.

          Notional  Amount:              The Notional  Amount initially
                                         shall equal  $800,000,000 and
                                         shall  decrease  by an amount  equal to
                                         the  amount  of  the  reduction  in the
                                         aggregate   principal  balance  of  the
                                         Class  A-4  Notes on each  Distribution
                                         Date.  Decreases in the Notional Amount
                                         with  respect  to  the  calculation  of
                                         Fixed  Amounts  shall take effect as of
                                         the  Period End Date  occurring  in the
                                         month of the Distribution Date. Party B
                                         shall determine the Notional Amount and
                                         shall    inform   Party   A   of   such
                                         determination  by  the  twelfth  day of
                                         each calendar month.

           Termination Date:             The earlier of August 15,  2004 and the
                                         date  the  aggregate outstanding
                                         principal  balance  of the Class  A-4
                                         Notes  has been  reduced  to zero.

      Fixed Amounts

          Fixed Rate Payer:              Party B.

          Fixed Rate Payer
          Payment Date:                  The 15th day of each calendar month,
                                         subject to adjustment in accordance
                                         with the Following Business Day
                                         Convention.

          Period End Date:               The 15th day of each calendar month,
                                         with No Adjustment.

          Fixed Rate:                    5.387%.

          Fixed Rate Day
          Count Fraction:                30/360.

      Floating Amounts

          Floating Rate Payer:           Party A.

          Floating Rate Payer
          Payment Dates:                 The 15th day of each calendar month,
                                         subject to adjustment in accordance
                                         with the Following Bussiness Day
                                         Convention.


          Floating Rate for initial
          Calculation Period:            5.79250%.

          Floating Rate Option:          USD-LIBOR-BBA.

          Designated Maturity:           One month.

          Spread:                        9 basis points.

          Floating Rate Day
          Count Fraction:                Actual/360.


          Reset Dates:                   The first day of each Floating Rate
                                         Payer Calculation Period.

          Business Days:                 New York and Delaware.

          3.  Account Details

          Payments to Party A:           Citibank, N.A. New York
                                         ABA # 021000089
                                         Account No. 00167679
                                         Financial Futures

          Payments to Party B:           The Chase Manhattan Bank
                                         ABA# 021-000-021
                                         Account #:  910-2758100
                                         Account Name:  ITS Incoming Wire House
                                                        Account
                                         Ref:  Ford 2001-A

          Party A Operations Contact:    Warren Braganza
                                         Citibank, N.A.
                                         333 W. 34th Street
                                         2nd floor
                                         New York, New York
                                         Tel:  (212) 615-8370

          Party B Operations Contact:    The Chase Manhattan Bank
                                         Corporate Trust Administration
                                         450 West 33rd Street, 14th floor
                                         New York, New York 10001
                                         Attention:  Michael A. Smith
                                         Tel:  (212) 946-3346
                                         Fax:  (212) 946-8302


<PAGE>





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 2001-A
               By:     THE BANK OF NEW YORK
                           not in its individual capacity but
                           solely as Owner Trustee




               By:______________________________
               Name:
               Title:


               CITIBANK, N.A.




               By:______________________________
               Name:
               Title:


<PAGE>



EXHIBIT C - Class A-5 Swap Confirmation

                                                                January 25, 2001



To:            Citibank, N.A.
               Capital Markets Legal Department
               388 Greenwich Street
               20th Floor
               New York, New York  10013
Contact:       Scott L. Flood
               Tel:  (212) 816-3380

From:          Ford Credit Auto Owner Trust 2001-A
               c/o The Bank of New York,  as
               owner  trustee
               ABS Finance Unit
               101 Barclay 12E Floor
               New York, NY 10286
Contact:       John Bobko
               Tel:  (212) 815-5613


Re:  Interest Rate Swap Reference No. FCOAT 2001-A Class A-5 Swap


Ladies and Gentlemen:

               The purpose of this letter  agreement is to confirm the terms and
conditions of the Swap Transaction  entered into between Citibank,  N.A. ("Party
A") and Ford Credit Auto Owner Trust 2001-A ("Party B") on the Trade Date listed
below (the "Transaction").  This letter constitutes a "Confirmation" as referred
to in the ISDA Agreement specified below.

               The  definitions  and  provisions  contained  in  the  1991  ISDA
Definitions (as published by the International Swap Dealers  Association,  Inc.)
are  incorporated  into this  Confirmation.  In the  event of any  inconsistency
between those definitions and this Confirmation, this Confirmation will govern.

               1. This Confirmation  supplements,  forms part of, and is subject
to,  the  Master  Agreement  dated  as of  January  25,  2001,  as  amended  and
supplemented  from  time to  time  (the  "Agreement")  between  you and us.  All
provisions  contained  in the  Agreement  govern  this  Confirmation  except  as
expressly  modified below. Other capitalized terms used herein and not otherwise
defined shall have the meanings  given them in the Indenture  referred to in the
Agreement.  In the  event of any  inconsistency  between  those  terms  and this
Confirmation, this Confirmation will govern.

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

               Party A:                  Citibank, N.A.

               Party B:                  Ford Credit Auto Owner Trust 2001-A.

               Trade Date:               January 18, 2001.

               Effective Date:           January 25, 2001.

               Notional Amount:          The Notional  Amount initially
                                         shall equal  $359,785,000 and
                                         shall  decrease  by an amount  equal to
                                         the  amount  of  the  reduction  in the
                                         aggregate   principal  balance  of  the
                                         Class  A-5  Notes on each  Distribution
                                         Date.  Decreases in the Notional Amount
                                         with  respect  to  the  calculation  of
                                         Fixed  Amounts  shall take effect as of
                                         the  Period End Date  occurring  in the
                                         month of the Distribution Date. Party B
                                         shall determine the Notional Amount and
                                         shall    inform   Party   A   of   such
                                         determination  by  the  twelfth  day of
                                         each calendar month.

               Termination Date:         The earlier of April 15,  2005 and the
                                         date  the  aggregate outstanding
                                         principal  balance  of the Class  A-5
                                         Notes  has been  reduced  to zero.

          Fixed Amounts

               Fixed Rate Payer:         Party B.

               Fixed Rate Payer
               Payment Date:             The 15th day of each calendar month,
                                         subject to adjustment in accordance
                                         with the Following Business Day
                                         Convention.

               Period End Date:          The 15th day of each calendar month,
                                         with No Adjustment.

               Fixed Rate:               5.512%.

               Fixed Rate Day
               Count Fraction:           30/360.

       Floating Amounts

               Floating Rate Payer:      Party A.

               Floating Rate Payer
               Payment Dates:            The 15th day of each
                                         calendar month, subject to
                                         adjustment in accordance
                                         with the Following Business
                                         Day Convention.

               Floating Rate for initial
               Calculation Period:        5.79250%.

               Floating Rate Option:      USD-LIBOR-BBA.


               Designated Maturity:       One month.

               Spread:                    12 basis points.



               Floating Rate Day
               Count Fraction:            Actual/360.


               Reset Dates:               The first day of each
                                          Floating Rate Payer
                                          Calculation Period.


               Business Days:              New York and Delaware.

               3.  Account Details

               Payments to Party A:        Citibank, N.A. New York
                                           ABA # 021000089
                                           Account No. 00167679
                                           Financial Futures

               Payments to Party B:        The Chase Manhattan Bank
                                           ABA# 021-000-021
                                           Account #:  910-2758100
                                           Account Name:  ITS Incoming Wire
                                                          House Account
                                           Ref:  Ford 2001-A

               Party A Operations Contact: Warren Braganza
                                           Citibank, N.A.
                                           333 W. 34th Street
                                           2nd floor
                                           New York, New York
                                           Tel:  (212) 615-8370

               Party B Operations Contact: The Chase Manhattan Bank
                                           Corporate Trust Administration
                                           450 West 33rd Street, 14th floor
                                           New York, New York 10001
                                           Attention:  Michael A. Smith
                                           Tel:  (212) 946-3346
                                           Fax:  (212) 946-8302


<PAGE>



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 2001-A
               By:     THE BANK OF NEW YORK
                          not in its individual capacity but
                          solely as Owner Trustee




               By:______________________________
               Name:
               Title:


               CITIBANK, N.A.




               By:______________________________
               Name:
               Title: