To: DaimlerChrysler Auto Trust 2008-BContact: c/o BNYM (Delaware) 100 White Clay Center, Route 273 P.O. Box 6995 Newark, Delaware 19714 Attention: Corporate Trust Administration Facsimile: +1 ###-###-#### Copy: The Bank of New York 101 Barclay Street, 8W New York, NY 10286 Attention: Asset Backed Securities Unit email: ***@*** and DaimlerChrysler Financial Services Americas LLC CIMS 405-25-10 27777 Inkster Road Farmington Hills, MI 48335 Attention: Paul Colenso Facsimile: +1 ###-###-#### and DaimlerChrysler Financial Services Americas LLC CIMS 405-25-10 27777 Inkster Road Farmington Hills, MI 48335 Attention: Q. Gwynn Lam, Assistant General Counsel Facsimile: +1 ###-###-#### From: Goldman Sachs Mitsui Marine Derivative Products, L.P.Contact: 85 Broad Street New York, New York 10004 Attention: Swap Administration Facsimile: +1 ###-###-####
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EX-10.5 8 y58704k2exv10w5.htm EX-10.5: ISDA CONFIRM WITH RESPECT TO THE CLASS A-2B NOTES EX-10.5 
Exhibit 10.5
Goldman Sachs Mitsui Marine Derivative Products L.P. | 85 Broad Street | New York, New York 10004 | Tel: 212 ###-###-####
SWAP 1 CONFIRMATION (A-2b)
May 19, 2008
To: | DaimlerChrysler Auto Trust 2008-B | |
Contact: | c/o BNYM (Delaware) | |
| 100 White Clay Center, Route 273 | ||
| P.O. Box 6995 | ||
| Newark, Delaware 19714 | ||
| Attention: Corporate Trust Administration | ||
| Facsimile: +1 (302) ###-###-#### | ||
Copy: | The Bank of New York | |
| 101 Barclay Street, 8W | ||
| New York, NY 10286 | ||
| Attention: Asset Backed Securities Unit | ||
| email: ***@*** | ||
| and | ||
| DaimlerChrysler Financial Services Americas LLC | ||
| CIMS 405-25-10 | ||
| 27777 Inkster Road | ||
| Farmington Hills, MI 48335 | ||
| Attention: Paul Colenso | ||
| Facsimile: +1 (248) ###-###-#### | ||
| and | ||
| DaimlerChrysler Financial Services Americas LLC | ||
| CIMS 405-25-10 | ||
| 27777 Inkster Road | ||
| Farmington Hills, MI 48335 | ||
| Attention: Q. Gwynn Lam, Assistant General Counsel | ||
| Facsimile: +1 (248) ###-###-#### | ||
From: | Goldman Sachs Mitsui Marine Derivative Products, L.P. | |
Contact: | 85 Broad Street | |
| New York, New York 10004 | ||
| Attention: Swap Administration | ||
| Facsimile: +1 (212) ###-###-#### |
Re: Interest Rate Swap — A-2b Notes, Reference No LTAA1714197896.0.0.0
Ladies and Gentlemen:
The purpose of this revised letter agreement is to confirm the terms and conditions of the Swap Transaction entered into between Goldman Sachs Mitsui Marine Derivative Products, L.P. (“Party
A”) and DaimlerChrysler Auto Trust 2008-B (“Party B”) on the Trade Date listed below (the "Transaction”). This communication supersedes and replaces all prior communication between the parties hereto with respect to the Transaction described below. This letter constitutes a "Confirmation” as referred to in the Agreement specified below.
The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) are incorporated into this Confirmation. For these purposes, all references in those Definitions to a “Swap Transaction” shall be deemed to apply to the Transaction referred to herein. In the event of any inconsistency between those Definitions and this Confirmation, this Confirmation will govern.
1. This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA Master Agreement (Multicurrency-Cross Border), including the Schedule thereto, dated as of May 19, 2008, as amended and supplemented from time to time (the “Agreement”) between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
Party A: | Goldman Sachs Mitsui Marine Derivative Products, L.P. | |
Party B: | DaimlerChrysler Auto Trust 2008-B | |
Trade Date: | May 5, 2008 | |
Effective Date: | May 19, 2008 | |
Notional Amount: | For the first Calculation Period, the Notional Amount of this Transaction for purposes of calculating payments due by either party on the first Payment Date will be $370,000,000.00. With respect to any subsequent Calculation Period up through and including the Calculation Period ending on but excluding July 8, 2011 the Notional Amount will be the Note Balance for the A-2b Notes, after giving effect to all amounts distributed as of the Payment Date that is the first day of such Calculation Period, as stated on the Distribution Statement to Noteholders relating to such Payment Date (the “Actual Balance”). Party B shall determine the Actual Balance and shall inform Party A of such determination on such Payment Date. For the avoidance of doubt, after the first Calculation Period, Party B shall notify Party A on each Floating Rate Payer Payment Date of the Actual Balance, determined in accordance with the foregoing sentence, relating to the Notional Amount that relates to the next Floating Rate Payer Payment Date. | |
| For the avoidance of doubt, the Notional Amount shall not be reduced as a result of a liquidation of Collateral following an “Event of Default” (as defined in the Indenture). |
2
Termination Date: | The earlier of (i) July 8, 2011, (x) not subject to adjustment with respect to the Fixed Rate Payer payment obligations and (y) subject to adjustment in accordance with the Following Business Day Convention with respect to the Floating Rate Payer payment obligations or (ii) the date on which the Notional Amount is equal to zero, subject to adjustment in accordance with the Modified Following Business Day Convention. | |
Fixed Amounts | ||
Fixed Rate Payer: | Party B. | |
Fixed Rate Payer Payment Date: | The 8th day of each calendar month, commencing June 9, 2008, and ending on the Termination Date, subject to adjustment in accordance with the Modifed Following Business Day Convention. | |
Fixed Rate: | 4.071%. | |
Fixed Rate Day Count Fraction: | 30/360 | |
Fixed Rate Period End Dates: | No Adjustment. | |
Floating Amounts | ||
Floating Rate Payer: | Party A. | |
Floating Rate Payer Payment Dates: | The 8th day of each calendar month, commencing June 9, 2008, and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. | |
Floating Rate for the initial Calculation Period: | (The Linear Interpolation of USD-LIBOR-BBA with a Designated Maturity of 2 weeks and USD-LIBOR-BBA with a Designated Maturity of 1 month) plus Floating Rate Spread. | |
Floating Rate Option: | USD-LIBOR-BBA. | |
Floating Rate Spread: | Plus 0.93% | |
Designated Maturity: | One month. | |
Floating Rate Day Count Fraction: | Actual/360. |
3
Reset Dates: | The first day of each Floating Rate Payer Calculation Period. | |
Floating Rate Period End Dates: | Adjusted in accordance with the Modified Following Business Day Convention. | |
Business Days: | New York |
4
3. Account Details
Payments to Party A: | JPMorgan | |
| New York, New York | ||
| ABA No.: 021000021 | ||
| Account No.: 9301034733 | ||
| Entity Name: Goldman Sachs Mitsui Marine | ||
| Derivative Products, L.P. | ||
Payments to Party B: | Citibank, N.A. | |
| New York, New York | ||
| ABA No.: 021000089 | ||
| Account No.: 107459 | ||
| Ref: DCAT 2008-B Deposit A/C | ||
Party A Operations Contact: | Goldman Sachs Capital Markets, L.P. | |
| 85 Broad Street | ||
| New York, New York 10004 | ||
| Attention: Swap Administration | ||
| Telephone: +1 (212) ###-###-#### | ||
| Telefax: +1 (212) ###-###-#### | ||
Party B Operations Contact: | Citibank, N.A. | |
| Attention: Cirino Emanuele | ||
| Telephone: +1 (212) ###-###-#### | ||
| Telefax: +1 (212) ###-###-#### |
5
Please confirm that the foregoing correctly sets forth the revised terms of our agreement by executing this Confirmation and returning it to us.
| Best Regards, | ||||||
| GOLDMAN SACHS MITSUI MARINE DERIVATIVE PRODUCTS, L.P. | ||||||
| By: GSMMDPGP, INC., its general partner | ||||||
| By: | /s/ Christina A. Pascual | |||||
| Title: Vice President | ||||||
| DAIMLERCHRYSLER AUTO TRUST 2008-B | ||||||
| By: BNYM (DELAWARE) not in its individual capacity but solely as Owner Trustee | ||||||
| By: | /s/ James Ambagis | |||||
| Title: Assistant Vice President | ||||||
GS/DCAT 2008-B SWAP 1 CONFIRMATION (A-2b)
