Fixed/Floating Interest Rate Swap Confirmation between Deutsche Bank AG, New York Branch and GE Commercial Equipment Financing, LLC, Series 2003-1
Summary
This agreement confirms the terms of a fixed-to-floating interest rate swap between Deutsche Bank AG, New York Branch and GE Commercial Equipment Financing, LLC, Series 2003-1. Under this swap, GE pays a fixed interest rate and Deutsche Bank pays a floating rate based on LIBOR, with payments exchanged on specified dates. The agreement is governed by an ISDA Master Agreement and will terminate on the earlier of several specified events, including a set date in 2011 or the reduction of certain loan balances to zero. Assignment provisions apply if all loans are purchased by a third party.
EX-4.K 14 y90513exv4wk.txt DEUTSCHE BANK FIXED/FLOATING RATE CONFIRMATION Exhibit 4(k) CONFIRMATION Date: September 25, 2003 To: GE Commercial Equipment Financing, LLC, Series 2003-1 ("Party A") Attention: Manager, Conduit Administration From: Deutsche Bank, New York Branch ("Party B") Transaction Reference Number: N258043N The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between us on the Trade Date referred to below. This letter constitutes a "Confirmation" as referred to in the Master Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swap and Derivatives Association, Inc., as such definitions are modified and amended by the Schedule to the Master Agreement) (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of September 25, 2003, as amended or supplemented from time to time (the "Master Agreement") between you and us. All provisions contained in the Master Agreement shall govern this Confirmation except as expressly modified below. The capitalized terms used herein and not otherwise defined herein, in the Master Agreement or in the Definitions shall have the meanings assigned to them in the Indenture, dated as of September 25, 2003, between Party A and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture") and the Servicing Agreement, dated as of September 25, 2003, between Party A and General Electric Capital Corporation, as Servicer (the "Servicing Agreement"), each as amended or supplemented from time to time. The terms of the particular Transaction to which this Confirmation relates are as follows: Type of Transaction: Fixed/Floating Interest Rate Swap Notional Amount: With respect to any Interest Accrual Period, the product of (i) the aggregate Loan Value of Loans that bear interest at a fixed rate (excluding Hybrid Loans, the "Fixed Rate Loans") as of the beginning of the calendar month in which the Interest Accrual Period commenced; and (ii) the lesser of (x) the quotient of (a) the Outstanding Principal Balance of the Notes immediately after the Payment Date on which such Interest Accrual Period commences; divided by (b) the Pool Balance as of the beginning of the calendar month in which the Interest Accrual Period commenced and (y) 1.0. The Notional Amount for the first Interest Accrual Period is USD 187,562,824. Trade Date: September 19, 2003 Effective Date: September 25, 2003 Termination Date: The earlier of (i) the Payment Date occurring in November 2011; (ii) the Payment Date on which the aggregate outstanding Loan Values of the Fixed Rate Loans is zero; (iii) the Payment Date on which the Outstanding Principal Balance of the Notes is reduced to zero and (iv) an Early Termination Date. Payment Date: One Business Day prior to the last day of each Interest Accrual Period. Calculation Period: Initially, the period from and including September 25, 2003 to but excluding, October 20, 2003, and for each period thereafter, from and including the twentieth day of each calendar month to and excluding the twentieth day of the next calendar month. Business Day Convention: Following Business Day: New York and London Fixed Rate Amounts: Fixed Rate Payer: Party A Fixed Rate Payer Payment Date: Each Payment Date Fixed Rate Payer Period End Dates: Last day of each Interest Accrual Period, with No Adjustment to Period End Date. Fixed Rate: 2.2135% per annum Fixed Rate Day Count Fraction: 30/360 LIBOR Floating Rate Amounts: LIBOR Floating Rate Payer: Party B LIBOR Floating Rate Payer Deutsche Bank Fixed/Floating Rate Confirmation Payment Dates: Each Payment Date LIBOR Floating Rate Payer Period End Dates: The last day of each Interest Accrual Period, subject to adjustment in accordance with the Following Business Date Convention. Reset Date: The first day of each Interest Accrual Period, subject to adjustment in accordance with the Following Business Date Convention. LIBOR Floating Rate: USD-LIBOR-BBA Designated Maturity: One month Cap Rate: N/A LIBOR Floating Rate Day Count Fraction: Actual/360 Compounding: N/A Business Days: New York Calculation Agent: Party B Account Details Payments to Party A: To be provided in written instructions. Payments to Party B: To be provided in written instructions. (a) Other Provisions: In the event that there is a purchase by CEF Equipment Holdings, L.L.C. of all Loans owned by Party A pursuant to Section 6.1 of the Servicing Agreement, Party A shall assign all of its rights and obligations hereunder to General Electric Capital Services, Inc. [Rest of page intentionally left blank] [Signature Page Follows]. Deutsche Bank Fixed/Floating Rate Confirmation Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. DEUTSCHE BANK AG, NEW YORK BRANCH By: ________________________________________ Name: Title: By: ________________________________________ Name: Title: Deutsche Bank Fixed/Floating Rate Confirmation Accepted and confirmed as of the date first above written: GE COMMERCIAL EQUIPMENT FINANCING, L.L.C., SERIES 2003-1 By: CEF Equipment Holding, L.L.C. its Managing Member By _____________________________________________ Name: Title: Deutsche Bank Fixed/Floating Rate Confirmation
