FORD CREDIT AUTO RECEIVABLES TWO LLC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>8
<FILENAME>bankone.txt
<TEXT>
                                                                    Exhibit 10.2


                                    SCHEDULE
                                     to the
                              ISDA Master Agreement

                          dated as of January 14, 2003

                                     between
                                  BANK ONE, NA
                                   ("Party A")
                                       and
                       FORD CREDIT AUTO OWNER TRUST 2003-A
                                   ("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), the "Default under
         Specified Transaction" provisions of Section 5(a)(v) and the "Tax
         Event" and "Tax Event Upon Merger" provisions of Sections 5(b)(ii) and
         5(b)(iii) and the "Credit Event Upon Merger" provisions of Section
         5(b)(iv) will not apply to Party A or to Party B.

(d)      The "Credit Support Default" provisions of Section 5(a)(iii) will 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)      The "Automatic Early Termination" provision of Section 6(a) will not
         apply to Party A or Party B.

(g)      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 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.

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

(i)      Additional Termination Event. Each of the following shall constitute an
         Additional Termination Event pursuant to Section 5(b)(v):

         (i)      any acceleration of the Notes (provided such acceleration has
                  not been rescinded and annulled pursuant to Section 5.2(b) of
                  the Indenture) and liquidation of the Indenture Trust Estate
                  with Party B the sole Affected Party;

         (ii)     failure of Party A to comply with the requirements of
                  paragraph (a) of Part 5 hereof, with Party A as the sole
                  Affected Party; provided, that the amount of any payment by
                  Party B shall be limited to the amount, if any, received by
                  Party B from a replacement counterparty; or

         (iii)    any amendment or supplement to the Indenture or to any of the
                  Receivables Transfer and Servicing Agreements which may
                  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 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
                  10 Business Days of receipt of a written request for such
                  consent, with Party B as the sole Affected Party.

Part 2.  Tax Representations.

(a)       Payer Tax Representations. For the purpose of Section 3(e) of this
          Agreement,  Party A will make the following representation and Party B
          will make 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) of
          this  Agreement)  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) of this Agreement, (ii) the satisfaction of the agreement
          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. For the purpose of Section 3(f) of this
         Agreement:

         (i) Party A will make the representations specified below:

         It is a national banking association organized and existing under the
         laws of the United States of America.


         (ii) Party B will make the representations specified below:

         Each payment received or to be received by it in connection with this
         Agreement will be effectively connected with its conduct of a trade or
         business in the United States.


Part 3.  Documents to be Delivered.

(a)      For the purpose of Section 4(a)(i) and (ii) of this Agreement, each
         party agrees to deliver the following documents as applicable:

         (i)      Tax forms, documents or certificates to be delivered are: Form
                  W-9 to be delivered by Party A, and Form W-9 to be delivered
                  by Party B.

(b) Other documents to be delivered are:

<TABLE>
<CAPTION>

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

                             Annual     audited      financial
                             statements  for  such  party,  if
                             available  (or  in  the  case  of
                             Party  A, its  corporate  parent)
Party A and Party B          prepared   in   accordance   with  Promptly    after    request,
                             generally   accepted   accounting  after such  documents  become
                             principles   in  the  country  in  publicly available.            Applicable
                             which the party is organized


                             Certificate  or  other  documents
                             evidencing  the  authority of the
                             party    entering    into    this
                             Agreement or a  Confirmation,  as  At or promptly  following the
Party A and Party B          the   case   may  be,   including  execution of this  Agreement,
                             copies of any  board  resolutions  and,  if  a  Confirmation  so
                             and  appropriate  certificates of  requires  it,  on  or  before  Applicable
                             incumbency  as  to  the  officers  the date set forth therein.
                             executing such documents.


                                                                At or promptly  following the
                             Opinions  of  counsel in form and  execution of this  Agreement,
Party A and Party B          substance   acceptable   to   the  and,  if  a  Confirmation  so  Not Applicable
                             other party.                       requires  it,  on  or  before
                                                                the date set forth therein.


                                                                To be made  available on Ford
Party B                      Monthly investor reports           Credit's website.
                                                                                               Not Applicable

</TABLE>

Part 4.  Miscellaneous

     (a) Addresses for Notices:

              For the purpose of Section 12(a) of this Agreement, any notice
              relating to a particular Transaction shall be delivered to the
              address or fax or telex number specified in the Confirmation of
              such Transaction. Any notice delivered for purposes of Section 5
              and 6 of this Agreement shall be delivered to the following
              address:

                      (1) TO PARTY A:

                                    Bank One, NA
                                    1 Bank One Plaza-Suite 1LI-0047
                                    Chicago, IL 60670

                                    For confirmations:
                                    Attn: CMS Department Manager
                                    Fax:  (312) 732-7940

                                    For floating interest rate resets, payment
                                    calculations and payment Instructions:
                                    Attn: CMS Department Manager
                                    Fax:  (312) 336-4403

                                    Address for all other notices or
                                    communications to Party A:

                                    1 Bank One Plaza- Suite 1LI-0107
                                    Chicago, IL 60670
                                    Attn: Capital Markets Credit or Credit
                                          Trading Products
                                    Fax:  (312) 732-4172


<PAGE>






                      (2) TO PARTY B:

                                    Wachovia Bank of Delaware, National
                                    Association, as Owner Trustee for
                                    Ford Credit Auto Owner Trust 2003-A
                                    One Rodney Square
                                    920 King Street
                                    Wilmington, Delaware 19801
                                    Attn:  Corporate Trust Administration,
                                            Amy Martin

                           with a copy to:

                                    The Bank of New York, as Indenture Trustee
                                    for Ford Credit Auto Owner Trust 2003-A 101
                                    Barclay Street New York, New York 10286
                                    Attn: Structured Finance Services - Asset
                                    Backed Securities, Ford 2003-A Fax:
                                    212-815-2493

                           and with a copy to

                                    Ford Motor Credit Company c/o Ford Motor
                                    Company - WHQ One American Road Suite
                                    1034-A1 Dearborn, Michigan 48126 Office of
                                    the General Counsel Attention of the
                                    Secretary Fax: (313) 248-7613

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

         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 to this Agreement.

(d)      Multibranch Party. For the purpose of Section 10 of this Agreement:

         (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, unless otherwise
         specified in a Confirmation in relation to the relevant Transaction.

(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) of this
         Agreement will apply to all Transactions under this Agreement.

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

(k)      Approval of Amendments or Assignment. No amendments to this Agreement
         shall 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 of the Notes.

(l)      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 (i) 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 and (ii) acknowledges that it and the other party have
         been induced to enter into this Agreement, by, among other things, the
         mutual waivers and certifications in this Section.

Part 5.  Other Provisions.

(a)       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 "A-" or "A-1"
          by  S&P,   (x)  either   (i)  Party  A's   long-term   unsecured   and
          unsubordinated  debt  rating is  withdrawn  or reduced  below "Aa3" by
          Moody's  and  Party  A  does  not  have  a  short-term  unsecured  and
          unsubordinated  debt  rating of "P-1" or above or (ii) Party A's long-
          or short-term unsecured and unsubordinated debt rating is withdrawn or
          reduced below "A1/P-1" by Moody's,  (y) Party A's long-term  unsecured
          and  unsubordinated  debt rating is withdrawn or reduced  below "A" by
          Fitch (such rating thresholds, "Approved Rating Thresholds") or (z) if
          any  event  set  forth  in  clause  (w),  (x)  or  (y)  occurs  and is
          continuing,  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  Class A  Notes,  within  30 days of such
          rating withdrawal or downgrade or notification (unless, within 30 days
          after  such  withdrawal  or  downgrade  each such  Rating  Agency  has
          reconfirmed  the  rating  of each  Class of Notes  which was in effect
          immediately  prior to such  withdrawal or downgrade or  notification),
          Party A shall (i) assign each Transaction to another counterparty with
          the Approved Rating Thresholds and approved by Party B (which approval
          shall not be unreasonably  withheld) on terms substantially similar to
          this Schedule and the related Confirmation, (ii) obtain a guaranty of,
          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
          not  to  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  Notes  and  Class  D
          Certificates  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) shall be for
          the account of Party A.

(b)      Non-Reliance. In connection with the negotiation of, the entering into,
         and the confirming of the execution of this Master Agreement, any
         Credit Support Document to which it is a party, each Transaction and
         any other documentation relating to this Master Agreement to which it
         is a party or that is required by this Master Agreement to deliver,
         each of Party A and Party B acknowledge 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 Master Agreement, such Credit Support Document, each
                  Transaction or such other documentation other than the
                  representations expressly set forth in this Master 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
                  Master 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 Master
                  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 the Master 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 Master 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 Master 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 Master 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 otherwise) of this Master Agreement, such Credit Support
                  Document, each Transaction or such other documentation; and
                  (c) has not committed to unwind the Transactions.

         The representations and agreements in Part 5(b) above of this Schedule
         shall be deemed representations and agreements for all purposes of this
         Master Agreement, including without limitation Sections 3, 4, 5(a)(ii)
         and 5(a)(iv) hereof.

(c)      Deduction or Withholding for Tax. Party B shall not be required to pay
         to Party A any amount relating to Indemnifiable Taxes pursuant to
         Section 2(d)(i)(4) of the Agreement. However, if in the absence of this
         paragraph, Party B would otherwise be required to pay such amounts,
         Party A shall 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) of the Agreement.

(d)       No Petition.  Party A hereby  covenants and agrees that,  prior to
          the date  which is one year and one day after the  payment  in full of
          (i) all of the  Notes  and  Class D  Certificates  and (ii) any  other
          securities issued by a trust as to which FCAR Two LLC is the depositor
          and 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 FCAR  Two  LLC  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  of  this  Agreement.  The
          provisions of this  paragraph  shall survive the  termination  of this
          Agreement.  Nothing herein shall prevent Party A from particiapting in
          any such proceeding once commenced.

(e)       Limited  Recourse.   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 shall be payable solely to the extent of funds received by
          and  available to Party B in  accordance  with the priority of payment
          provisions of the  Indenture and the Sale and Servicing  Agreement and
          on the Distribution Dates specified therein. Party A acknowledges that
          Party B has pledged its assets constituting the Indenture Trust Estate
          to the Indenture Trustee. 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  shall be had 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,  except as  specifically  provided
          herein,  no recourse  shall be had for the payment of any amount owing
          in respect of any obligation of, or claim against, Party B based on or
          arising out of or based upon this Agreement  against the Administrator
          (as  defined  in the  Administration  Agreement),  FCAR Two LLC 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 gross negligence or
          fraudulent actions or omissions taken by them.

(f)       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 for the benefit of the
          holders  of the Notes  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.

(g)      Confirmation of Transactions. Each Transaction to be effectuated
         pursuant to this Agreement shall be evidenced by a written confirmation
         executed by each of Party A and Party B.

(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 is made to the Indenture or any of the Receivables  Transfer
          and Servicing  Agreements  which may adversely affect any of Party A's
          rights or  obligations  under this  Agreement or any  Transaction,  or
          modify the  obligations  of, or impair the ability of Party B to fully
          perform  any of Party B's  obligations  under  this  Agreement  or any
          Transaction, Party B shall provide Party A with a copy of the proposed
          amendment  or  supplement  and shall  obtain  the  consent  of Party A
          thereto 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 10 Business Days of
          receipt of a written request for such consent.

(j)       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  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.

(k)      Set-off. Nothwithstanding 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 outside of this Agreement (which Agreement includes without
         limitation, the Master Agreement to which this Schedule is attached,
         this Schedule and the Confirmations attached hereto).

(l)      Limitation of Liability of Owner Trustee. Nothwithstanding anything
         contained herein to the contrary, this instrument has been signed on
         behalf of Party B by Wachovia Bank of Delaware, National Association
         not in its individual capacity but solely in its capacity as Owner
         Trustee of Party B and in no event shall Wachovia Bank of Delaware,
         National Association 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 hereunder, as to
         all of which recourse shall be had solely to the assets of Party B. For
         all purposes of this Agreement, in the performance of any duties or
         obligations of Party B hereunder, the Owner Trustee shall be subject
         to, and entitled to the benefits of, the terms and provisions of the
         Trust Agreement; provided, however, that the foregoing shall 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.


(m)      Additional Definitions.

                  "Administration Agreement" shall mean the administration
         agreement (including Appendix A thereto) dated as of January 1, 2003,
         as amended, supplemented or otherwise modified and in effect, by and
         among Party B, Ford Motor Credit Company and The Bank of New York.

                  "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-1 Notes" means the Class A-1 Notes issued by Party B
         pursuant to the Indenture.

                  "Class A-2 Notes" means the Class A-2a Notes and the Class
         A-2b Notes issued by Party B pursuant to the Indenture.

                  "Class A-3 Notes" means the Class A-3a Notes and the Class
         A-3b Notes issued by Party B pursuant to the Indenture.

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

                  "Class B-1 Notes" means the Class B-1 Notes issued by Party B
         pursuant to the Indenture.

                  "Class B-2 Notes" means the Class B-2 Notes issued by Party B
         pursuant to the Indenture.

                  "Class C Notes" means the Class C Notes issued by Party B
         pursuant to the Indenture.

                  "Class D Certificates" means the Class D Certificates issued
         by Party B pursuant to the Trust Agreement.

                  "Closing Date" shall mean January 22, 2003.

                  "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, commencing February 18, 2003.

                  "FCAR Two LLC" shall mean Ford Credit Auto Receivables Two
         LLC.

                  "Fitch" means Fitch, Inc.

                  "Indenture" shall mean the indenture dated as of January 1,
         2003 (including Appendix A thereto), as amended, supplemented or
         otherwise modified and in effect, between Party B and The Bank of New
         York, 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 the Indenture for the benefit of the
         Noteholders and the Swap Counterparties (as specified in the
         Indenture,including Appendix A thereto) including, without limitation,
         all property and interests granted to the Indenture Trustee, including
         all proceeds thereof.

                  "Indenture Trustee" shall mean The Bank of New York 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 B-1 Notes, the
         Class B-2 Notes and the Class C Notes issued by Party B pursuant to the
         Indenture.

                  "Owner Trustee" shall mean Wachovia Bank of Delaware, National
         Association, as owner trustee under the Trust Agreement.

                  "Purchase Agreement" shall mean the purchase agreement
         (including Appendix A thereto) dated as of January 1, 2003, as from
         time to time amended, supplemented or otherwise modified and in effect,
         between Ford Motor Credit Company and FCAR Two LLC.

                  "Rating Agencies" shall mean Moody's, S&P and Fitch or any
         substitute rating agency that FCAR Two LLC requests to rate the Notes
         or Class D Certificates.

                  "Rating Agency Condition" shall mean, with respect to any
         action, that each Rating Agency shall have been given prior notice
         thereof and that each of the Rating Agencies shall have notified FCAR
         Two LLC, the Servicer, the Owner Trustee and the Indenture Trustee in
         writing that such action will not result in a reduction or withdrawal
         of the then current rating of the Notes or the Class D Certificates.

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

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

                  "Sale and Servicing Agreement" shall mean the sale and
         servicing agreement (including Appendix A thereto) dated as of January
         1, 2003, as amended, supplemented or otherwise modified and in effect,
         by and among Party B, FCAR Two LLC, as seller, and Ford Motor Credit
         Company, as servicer.

                  "Servicer" shall mean Ford Motor Credit Company, as servicer
         under the Sale and Servicing Agreement.

                  "Trust Agreement" shall mean the Amended and Restated Trust
         Agreement (including Appendix A thereto), dated as of January 1, 2003,
         as amended, supplemented or otherwise modified and in effect, by and
         among FCAR Two LLC, Wachovia Bank of Delaware, National Association, 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.


FORD CREDIT AUTO OWNER TRUST                    BANK ONE, NA
2003-A

By: WACHOVIA BANK OF DELAWARE,
    NATIONAL ASSOCIATION
    not in its individual capacity
    but solely as Owner Trustee


By: ___________________________                 By:  _________________________
Name:                                           Name:
Title:                                          Title:

Date:  January 14, 2003                         Date:  January 14, 2003







</TEXT>
</DOCUMENT>
