Exhibit 10.5
Execution Version
May 16, 2008
To: BMP PARIBAS
787 Seventh Avenue
New York, New York 10019
Attention: Legal and Transaction Management Group - ISDA
Telephone No.: (212) 841-3000
Facsimile No.: (212) 841-3561
From: FORD CREDIT AUTO OWNER TRUST 2008-C
c/o U.S. Bank Trust National Association,
as Owner Trustee
300 Delaware Avenue, Ninth Floor
Wilmington, Delaware 19801
Attention: Corporate Trust Department
Telephone: (302) 552-3200
Facsimile: (302) 552-3129
Re: Interest Rate Swap Reference No. MAD#72096
Ladies and Gentlemen:
The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction entered into between BNP Paribas ("Party A") and Ford Credit Auto Owner Trust 2008-C ("Party B") on the Trade Date listed below (the "Transaction"). This letter constitutes a "Confirmation" as referred to in the Agreement specified below.
The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) (the "Definitions") are incorporated into this Confirmation. For these purposes, all references in those Definitions to a "Swap Transaction" will be deemed to apply to the Transaction referred to herein. In the event of any inconsistency between those Definitions and this Confirmation, this Confirmation will govern. Other capitalized terms used herein and not otherwise defined will have the meanings given them in the Indenture referred to in the Agreement (as defined below). In the event of any inconsistency between those terms and this Confirmation, this Confirmation will govern.
1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement and the Schedule thereto, both dated as of May 16, 2008, between you and us (as amended, supplemented or otherwise modified from time to time, the "Agreement"). All provisions contained in the Agreement govern this Confirmation except as expressly modified below.
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
Party A: | BNP Paribas |
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Party B: | Ford Credit Auto Owner Trust 2008-C |
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Trade Date: | May 16, 2008 |
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Effective Date: | May 22, 2008 |
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Notional Amount: | For the first Calculation Period (from and including, May 22, 2008, to but excluding June 16, 2008), the Notional Amount of this Transaction for purposes of calculating payments due by either party on the first Payment Date will be $300,000,000. With respect to any subsequent Calculation Period up through and including the Calculation Period ending on but excluding April 15, 2013, the Notional Amount will be the Note Balance of the Class A-4b Notes (after giving effect to all amounts paid on the Payment Date that is the first day of such Calculation Period) as stated on the Servicer's monthly investor report relating to such Payment Date (the "Actual Balance"). Party B will determine the Notional Amount and will inform Party A of such determination by the twelfth day of each calendar month using the Note Balance of the Class A-4b Notes prior to giving effect to any payments of principal on the Class A-4b Notes on the following Payment Date, as shown in the Servicer's monthly investor report relating to such Payment Date. |
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Termination Date: | The earlier of April 15, 2013 and the date the Note Balance of the Class A-4b Notes has been reduced to zero. |
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Fixed Amounts |
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Fixed Rate Payer: |
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Party B |
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Fixed Rate Payer |
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Payment Date: | The 15th day of each calendar month, subject to adjustment in accordance with the Following Business Day Convention. |
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Period End Date: | The 15th day of each calendar month, with No Adjustment. (This means that each Calculation Period for the Fixed Amount will have 30 days, except for the Initial Calculation Period, which will commence on May 22, 2008, and end on and excluding June 16, 2008.) |
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Fixed Rate: | 5.1775% |
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Fixed Rate Day |
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Count Fraction: | 30/360 |
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Floating Amounts |
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Floating Rate Payer: |
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Party A. |
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Floating Rate Payer |
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Payment Dates: | The 15th day of each calendar month, subject to adjustment in accordance with the Following Business Day Convention. |
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Floating Rate for Initial Calculation Period: | To be determined on May 20, 2008 (excluding spread) |
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Floating Rate Option: | USD-LIBOR-BBA |
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Designated Maturity: |
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One month |
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Spread: | Plus 1.75% |
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Floating Rate Day |
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Count Fraction: | Actual/360 |
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Reset Dates: | The first day of each Floating Rate Payer Calculation Period. |
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Business Days: | New York and Delaware |
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3. Account Details |
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Payments to Party A: | BNP PARIBAS NEW YORK, NY |
Swift Code: BNPAUS3NXXX A/C 19409300136 Favor: BNP PARIBAS Swift Code: BNPAFRPP Attn: Swaps & Derivatives Back Office |
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Payments to Party B: | The Bank of New York |
ABA # 021-000-018 Acct # 111-565 Attn: John Rooney For further credit to: Ford Credit Auto Owner Trust 2008-C Collection Acct TAS #879555 |
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Party A Operations |
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Contact: | BNP PARIBAS PARIS |
BFI – LSI – CMO – Back Office Swaps 75450 Paris Cedex 09 France Fax: +33 1 42 98 67 04 |
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Party B Operations |
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Contact: | Ford Credit Auto Owner Trust 2008-C |
c/o U.S. Bank Trust National Association, as Owner Trustee 300 Delaware Avenue, Ninth Floor Wilmington, Delaware 19801 Attn: Corporate Trust Administration Telephone: (302) 552-3102 Fax: (302) 552-3129 | |
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with copies to: |
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The Bank of New York, as Indenture Trustee for Ford Credit Auto Owner Trust 2008-C 101 Barclay Street Floor 4 West New York, New York 10286 Attn: Structured Finance Services - Asset Backed Securities, Ford 2008-C Telephone: (212) 815-4389 Fax: (212) 815-2493 |
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and |
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Ford Motor Credit Company LLC c/o Ford Motor Company World Headquarters, Suite 801-C1 One American Road Dearborn, Michigan 48126 Attention: Securitization Operations Supervisor Telephone: (313) 206-5899 Fax: (313) 390-4133 |
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[SIGNATURE PAGE FOLLOWS]
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Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us.
Best Regards,
FORD CREDIT AUTO OWNER TRUST 2008-C
| By: | U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee |
| By: /s/ Mildred F. Smith Title: Vice President |
Confirmed as of the date first written above:
BNP PARIBAS
By: /s/ Jane Shahmanesh |
Name: Jane Shahmanesh
Title: Authorized Signatory
By: /s/ Mindy Sperling |
Name: Mindy Sperling
Title: Authorized Signatory
[Signature Page to Class A-4b Confirmation]