A. Ford Credit supports the sale of Ford's products by providing, among other things, wholesale, retail and lease financing for the purchase and lease of those products.

B. Ford Credit is highly dependent on the public debt markets to raise funds for its business.

C. Ford Credit's ability to raise funds in the public debt markets is highly dependent on its credit ratings, which, in turn, are dependent on the level of Ford Credit's equity capital, the quality of its assets and its liquidity.

D. It is important to the success of Ford that Ford Credit remains a viable finance company that can fund itself in the public debt markets and continue supporting the sale of Ford's products.

E. Towards maintaining the viability of Ford Credit, the parties entered into an agreement dated October 18, 2001 (the "October 18, 2001 Agreement") that provides for certain agreements regarding transactions between them and the creditworthiness of Ford Credit.

F. The parties desire to amend the October 18, 2001 Agreement to, among other things, provide for the right to offset their obligations to each other.

NOW, THEREFORE, for good and valuable consideration and the mutual agreements herein provided, the parties agree as follows:

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