Interest Rate Swap Confirmation Agreement between Ford Motor Credit Company and Ford Credit Floorplan Master Owner Trust A (Series 2001-1)
Summary
This agreement confirms the terms of an interest rate swap transaction between Ford Motor Credit Company and Ford Credit Floorplan Master Owner Trust A, effective August 1, 2001, and terminating July 15, 2006. Under this swap, both parties agree to exchange payments based on different interest rates (LIBOR and Prime Rate) on specified notional amounts, with payment dates and calculation methods clearly defined. The agreement is governed by an ISDA Master Agreement and incorporates standard ISDA definitions, ensuring both parties' obligations and rights are clearly outlined.
EX-10.3 9 swapconfirm20011.txt Ford Motor Credit Company One American Road Dearborn, Michigan 48126 August 1, 2001 Ford Credit Floorplan Master Owner Trust A c/o The Bank of New York, as Owner Trustee 101 Barclay Street Floor 12E New York, New York 10286 Attention: Corporate Trust Department Re: Ford Credit Floorplan Master Owner Trust A, Series 2001-1 Transaction The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into on the Trade Date specified below (the "Transaction") between Ford Motor Credit Company ("Party A") and Ford Credit Floorplan Master Owner Trust A ("Party B"). This letter agreement constitutes a "Confirmation," as referred to in the Master Agreement (as defined below), with respect to this Transaction. 1. This Confirmation is subject to and incorporates the 1991 ISDA Definitions (the "1991 Definitions") as supplemented by the 1998 Supplement to the 1991 ISDA Definitions (the "Supplement") (collectively the "Definitions"), each as published by the International Swaps and Derivatives Association, Inc. ("ISDA"). For these purposes, (i) all references in the 1991 Definitions to a "Swap Transaction" will be deemed to include Transactions under this Confirmation and the Master Agreement and (ii) all references in the 1991 Definitions to a "Business Day" will be deemed references to a Local Business Day under this Confirmation and the Master Agreement. In the event of any inconsistency between the 1991 Definitions and this Confirmation, this Confirmation will prevail. Terms used herein and not defined herein or in the 1991 ISDA Definitions will have the respective meanings assigned to them in the Series 2001-1 Indenture Supplement, dated as of August 1, 2001, between Party B and The Chase Manhattan Bank, as Indenture Trustee for Party B's Series 2001-1 Floating Rate Asset Backed Notes (the "Series 2001-1 Notes"). This Confirmation supplements, forms a part of and is subject to the ISDA Master Agreement, dated as of August 1, 2001, between Party A and Party B (the agreement, as amended and supplemented from time to time, being referred to herein as the "Master Agreement"). All provisions contained in, or incorporated by reference to, the Master Agreement will govern the Transaction referenced in this Confirmation except as expressly modified herein. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: Party A: Ford Motor Credit Company. Party B: Ford Credit Floorplan Master Owner Trust A Notional Amount A: USD 2,904,500,000 on the Effective Date and for any Payment Date thereafter, USD 2,904,500,000 less all payments of principal to holders of Series 2001-1 Class A Notes through the immediately preceding "distribution date". Notional Amount B: USD 95,500,000 on the Effective Date and for any Payment Date thereafter, USD 95,500,000 less all payments of principal to holders of Series 2001-1 Class B Notes through the immediately preceding "distribution date". Trade Date: July 18, 2001 Effective Date: August 1, 2001 Termination Date: July 15, 2006 subject to adjustment in accordance with the Following Business Day Convention. Party A Floating Amounts: Floating Rate Payer: Party A. Floating Rate Payer Payment Dates: September 15, 2001 and on the 15th day of each month thereafter until the Termination Date, subject to the Following Business Day Convention. Floating Amounts payable by Party A hereunder will be comprised of the Party A: Class A Note Floating Amount Payments plus the Party A: Class B Note Floating Amount Payments, as set forth below. Party A: Class A Note Floating Amount Payments: Floating Amounts for the First Floating Rate Payer A Payment Date: The product of (i) Notional Amount A, (ii) 1 month LIBOR on July 30, 2001 plus 9 basis points 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" 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: 1 month. Spread: Plus 9 basis points. Floating Rate A Day Count Fraction: Actual/360 Party A: Class B Note Floating Amount Payments: Floating Amounts for the First Floating Rate Payer A Payment Date: The product of (i) Notional Amount B, (ii) 1 month LIBOR on July 30, 2001 plus 36 basis points 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" 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: 1 month. Spread: Plus 36 basis points. Floating Rate A Day Count Fraction: Actual/360 Party B Floating Amounts: Initial Exchange Amount: USD 19,728,000 Initial Exchange Date: August 1, 2001 Notwithstanding anything to the contrary in the 1991 ISDA Definitions or the Master Agreement, on any Floating Rate Payer B Payment Date, Payer B will pay the lesser of the amounts due on such Floating Rate Payer B Payment Date under the Party B: First Floating Rate Swap and the Party B: Second Floating Rate Swap, each described below. The Party B: First Floating Rate Swap has the following terms: Floating Rate Payer: Party B. Floating Rate Payer B Period End Dates: August 31, 2001, and the last day of each month thereafter until June 30, 2006. Floating Rate Payer B Payment Dates: September 17, 2001, 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. 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 August 2001, (as if the Calculation Period were such month), and (iii) 30/360. Floating Rate B Option: The Prime Rate (as defined below). Designated Maturity: 1 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. The Party B: Second Floating Rate Swap will have the following terms: Floating Rate Payer: Party B Floating Rate Payer B Payment Dates: September 17, 2001 and on 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) 1 month LIBOR on July 30, 2001, effective August 1, 2001, and (iii) 30/360. Reset Date: The first day of each Calculation Period. Reset Determination Date: Two "London business days" 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: 1 month. Spread: Not applicable. Floating Rate B Day Count Fraction: 30/360 3. Account Details and Settlement Information: Payments to Party A: The Chase Manhattan Bank, in favor of Ford Motor Credit Company's Treasurer's Account Bank: The Chase Manhattan Bank ABA Number: 021-000-021 Account Number: 144008570 Party A Notice Address: Ford Motor Credit Company One American Road Dearborn, Michigan 48126 Attn: Securitization Operations Manager Facsimile No.: 313 ###-###-#### with a copy to: Ford Motor Credit Company One American Road Dearborn, Michigan 48121-1732 Attn: Corporate Secretary Facsimile No.: 313 ###-###-#### Payments to Party B: The Chase Manhattan Bank in favor of Ford Credit Floorplan Master Owner Trust A Bank The Chase Manhattan Bank ABA Number: 021-000-021 Account Number: 507951883 Party B Notice Address: Ford Credit Floorplan Master Owner Trust A The Bank of New York, as Owner Trustee 101 Barclay Street New York, New York 10286 Attention: Corporate Trust Administration Facsimile No. 212 ###-###-#### with a copy to: Ford Motor Credit Company One American Road Dearborn, Michigan 48121-1732 Attn: Corporate Secretary Facsimile No.: 313 ###-###-#### The Chase Manhattan, as Indenture Trustee 450 West 33rd Street, 14th Floor New York, New York 10001 Attn: Michael A. Smith Facsimile No.: 212 ###-###-####/8552 4. "Prime Rate" will mean for a Reset Date the median of the rates of interest publicly announced effective on the second Thursday next preceding such Reset Date by each of Bank of America, N.A., Bank One, N.A., The Chase Manhattan Bank and Citibank, N.A. (and their respective successors) as its U.S. Dollar "prime rate" or "base rate" for that Reset Date, less 1.50% (i.e., 150 basis points). In the event any of the foregoing banks ceases to exist, then the parties will make such adjustments to the definition of Prime Rate as they agree are appropriate. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation enclosed for that purpose and returning it to us. This Confirmation may be executed in several counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Very truly yours, FORD MOTOR CREDIT COMPANY By: __________________________ Name: __________________________ Title: __________________________ Accepted and confirmed as of the date first above written: FORD CREDIT FLOORPLAN MASTER OWNER TRUST A By: THE BANK OF NEW YORK, as Owner Trustee By: __________________________ Name: __________________________ Title:__________________________
