Hybrid Rate Swap Confirmation between GE Commercial Equipment Financing, LLC, Series 2003-1 and General Electric Capital Services, Inc.

Summary

This agreement confirms the terms of a hybrid rate swap transaction between GE Commercial Equipment Financing, LLC, Series 2003-1 and General Electric Capital Services, Inc. The swap involves exchanging payments based on a hybrid loan rate and a LIBOR-based floating rate, with specific calculation and payment dates, and a notional amount initially set at $60,451,775. The agreement is effective from September 25, 2003, and will terminate on the earliest of several specified events, including November 2011 or when certain loan or note balances reach zero.

EX-4.S 22 y90513exv4ws.txt GECS HYBRID LOAN RATE CONFIRMATION Exhibit 4(s) CONFIRMATION Date: September 25, 2003 To: GE Commercial Equipment Financing, LLC, Series 2003-1 ("Party A") Attention: Manager, Conduit Administration From: General Electric Capital Services, Inc. ("Party B") Transaction Reference Number: [ ] 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: Hybrid Rate Swap Notional Amount: With respect to any Interest Accrual Period, the product of (i) the aggregate Loan Value of the Hybrid 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 60,451,775. 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 Hybrid 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 Party A Floating Rate Amounts: Party A Floating Rate Payer: Party A Party A Floating Rate Payer Payment Date: Each Payment Date Party A Floating Rate Payer Period End Dates: Last day of each Interest Accrual Period, subject to adjustment in accordance with the Following Business Date Convention. Party A Floating Rate: Hybrid Rate "Hybrid Rate" means with respect to any Interest Accrual Period, a rate based upon the weighted average of the interest rate index applicable to the Hybrid Loans as determined by Party A. "Hybrid Loan" means each Loan that accrues interest based upon an index that is determined by reference to a commercial GECS Hybrid Loan Rate Confirmation paper rate and that is convertible at the option of the Obligor thereunder to a fixed rate based on a benchmark index. Spread: 25 basis points (0.25%) per annum Party A Floating Rate Day Count Fraction: Actual/360 LIBOR Floating Rate Amounts: LIBOR Floating Rate Payer: Party B LIBOR Floating Rate Payer 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. [Rest of page intentionally left blank] GECS Hybrid Loan 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. GENERAL ELECTRIC CAPITAL SERVICES, INC. By:___________________________________ Name: Title: Accepted and confirmed as of the date first above written: GE COMMERCIAL EQUIPMENT FINANCING, LLC, SERIES 2003-1 By: CEF Equipment Holding, L.L.C. its Managing Member By ____________________________________ Name: Title: GECS Hybrid Loan Rate Confirmation