March 19,2009 To: THE ROYAL BANK OF SCOTLAND PLC c/o RBS Financial Markets, Level 4, 135 Bishopsgate, London, EC2M 3UR Attn: Swaps Administration Tel: 020 7085 5000 Fax: 020 7085 5050 From: FORD CREDIT AUTO OWNER TRUST 2009-A c/o U.S. Bank Trust National Association, as Owner Trustee 300 Delaware Avenue, Ninth Floor Wilmington, Delaware 19801 Attn: Corporate Trust Department Tel ###-###-#### Fax ###-###-####

Re:  Interest Rate Swap Reference No. D903263381

Ladies and Gentlemen:

The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction entered into between The Royal Bank of Scotland plc ("Party A") and Ford Credit Auto Owner Trust 2009-A ("Party B") on the Trade Date listed below (the "Transaction").  This letter constitutes a "Confirmation" as referred to in the Agreement specified below.

The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) (the "Definitions") are incorporated into this Confirmation.  For these purposes, all references in those Definitions to a "Swap Transaction" will be deemed to apply to the Transaction referred to herein.  In the event of any inconsistency between those Definitions and this Confirmation, this Confirmation will govern.  Other capitalized terms used herein and not otherwise defined will have the meanings given them in the Appendix A to the Sale and Servicing Agreement, dated as of March 1, 2009 (as from time to time amended, supplemented or otherwise modified and in effect, the "Sale and Servicing Agreement"), among Ford Credit Auto Owner Trust 2009-A, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company LLC, as Servicer.  In the event of any inconsistency between those terms and this Confirmation, this Confirmation will govern.

1.  This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement and the Schedule and Credit Support Annex thereto, each dated as of March 19, 2009, between you and us (as amended, restated, supplemented or otherwise modified from time to time, the "Agreement").  All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

3.  Account Details.

4.  Offices.

The Office of Party A for this Transaction is:  London

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

5.  Additional Provisions.

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

(b)             It will constitute an Additional Termination Event in respect of which this Transaction will be an Affected Transaction and Party B will be the sole Affected Party (provided, that notwithstanding Section 6(b)(iv) of the Agreement, both Party A and Party B will have the right to

 

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

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

"Related Swaps" means the Swap Transactions between Party A and Party B evidenced by the Confirmations, each dated March 20, 2009, bearing the reference numbers IRG903263382 and IRG903263383, and each governed by the Agreement.

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

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

THE ROYAL BANK OF SCOTLAND PLC

By:           GREENWICH CAPITAL

   MARKETS, INC., its agent

By:       /s/ Deborah Pfeifer                                        

Name:  Deborah Pfeifer

Title:    Senior Vice President