SWAP TRANSACTION CONFIRMATION Date: December 29, 2008 To: Volkswagen Auto Loan Enhanced Trust 2008-2 (Party B) c/o Deutsche Bank Trust Company Delaware, as Owner Trustee 1011 Centre Road, 2nd Floor Wilmington, Delaware 19805 Attention: Elizabeth FerryFacsimile: (302) 636-3399 From: HSBC Bank USA, N.A. 452 5th Avenue New York, New York 10018 Attention: Christian McGreevy Telephone: (212) 525-8710 Facsimile: (212) 525-5512 Ref. No. 514233HN
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EX-10.7 10 c48459exv10w7.htm EX-10.7 exv10w7
Exhibit 10.7
SWAP TRANSACTION CONFIRMATION
Date: | December 29, 2008 | |
To: | Volkswagen Auto Loan Enhanced Trust 2008-2 (“Party B”) c/o Deutsche Bank Trust Company Delaware, as Owner Trustee 1011 Centre Road, 2nd Floor Wilmington, Delaware 19805 | |
| Attention: Elizabeth Ferry Facsimile: (302) ###-###-#### | ||
From: | HSBC Bank USA, N.A. 452 5th Avenue New York, New York 10018 Attention: Christian McGreevy Telephone: (212) ###-###-#### Facsimile: (212) ###-###-#### | |
Ref. No. | 514233HN |
Dear Sir or Madam:
The purpose of this letter (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
1. The definitions and provisions contained in (i) the 2006 ISDA Definitions (the “ISDA Definitions”), as published by the International Swaps and Derivatives Association, Inc., and (ii) the Sale and Servicing Agreement dated as of December 29, 2008 (the “Sale and Servicing Agreement”) between Party B, as issuer, VW Credit, Inc., as servicer, Volkswagen Auto Lease/Loan Underwritten Funding, LLC, as seller and Citibank, N.A., as indenture trustee, relating to the issuance by Party B of certain debt obligations, are incorporated into this Confirmation. In the event of any inconsistency between the ISDA Definitions and this Confirmation, this Confirmation will govern. References herein to a “Transaction” shall be deemed to be references to a “Swap Transaction” for purposes of the ISDA Definitions. Capitalized terms used but not defined herein have the meanings ascribed to them in the Sale and Servicing Agreement.
This Confirmation supplements, forms a part of, and is subject to, the 1992 ISDA Master Agreement dated as of December 29, 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 herein.
2. The terms of the particular Transaction to which the Confirmation relates are as follows:
| 1 | VALET 2008-2 Confirmation (Front Swap: A-2-B) |
| Transaction Type: | Interest Rate Swap | |||
| Notional Amount: | For the Initial Calculation Period, the Notional Amount shall be equal to USD $50,000,000. For each subsequent Calculation Period, the Notional Amount shall be equal to the aggregate outstanding principal amount of the Class A-2-B Notes on the first day of such Calculation Period. With respect to any Payment Date, the aggregate outstanding principal amount of the Class A-2-B Notes will be determined using the Servicer Certificate issued on the Determination Date immediately preceding the Payment Date (giving effect to any reductions of the outstanding principal amount of the Class A-2-B Notes reflected in such Servicer Certificate). | |||
| Trade Date: | December 19, 2008 | |||
| Effective Date: | December 29, 2008 | |||
| Termination Date: | The earlier of (i) May 20, 2011 and (ii) the date on which the outstanding principal amount of the Class A-2-B Notes is reduced to zero, in each case subject to adjustment in accordance with the Business Day Convention. | |||
| Initial Calculation Period: | From and including the Effective Date to but excluding January 20, 2009. | |||
| Business Day Convention: | Following | |||
| Business Day: | New York, Delaware and Virginia | |||
| Fixed Amounts: | ||||
| Fixed Rate Payer: | Party B | |||
| Period End Dates: | Monthly on the 20th of each month, commencing January 20, 2009, through and including the Termination Date, in each case with No Adjustment. | |||
| Payment Dates: | Monthly on the 20th of each month, commencing January 20, 2009, through and including the Termination Date, in each case subject to adjustment in accordance with the Business Day Convention. | |||
| Fixed Rate: | 1.345% | |||
| Fixed Rate Day Count Fraction: | 30/360 |
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| Floating Amounts: | ||||
| Floating Rate Payer: | Party A | |||
| Period End Dates: | Monthly on the 20th of each month, commencing January 20, 2009, through and including the Termination Date, subject to adjustment in accordance with the Business Day Convention. | |||
| Payment Dates: | Monthly on the 20th of each month, commencing January 20, 2009, through and including the Termination Date, in each case subject to adjustment in accordance with the Business Day Convention. | |||
Floating Rate for initial Calculation Period | 0.47125% | |||
| Floating Rate Option: | USD-LIBOR-BBA | |||
| Designated Maturity: | 1 Month | |||
| Floating Rate Day Count Fraction: | Actual/360 | |||
| Reset Dates: | The first day of each Calculation Period. | |||
| 3. The additional provisions of this Confirmation are as follows: | ||||
| Calculation Agent: | As specified in the Agreement | |||
| Payments to Party A: | ||||
HSBC Bank USA, N.A. ABA : 021-001-088 Swift: MRMDUS33 Account Number: 000049298 | ||||
| Payments to Party B: | ||||
Volkswagen Auto Loan Enhanced Trust 2008-2 Collection Account, AC # 107770 | ||||
Deposits to the Collection Account shall be made via fed | ||||
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wire in accordance with the instructions below: | ||||
Citibank, N.A. ABA: 021-000-089 Account: 3617-2242 Ref: VALET 2008-2 Collection Account |
[signature page follows]
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Unless otherwise provided in the Agreement, this Confirmation is governed by the laws of the State of New York.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us.
Very truly yours,
HSBC BANK USA, N.A.
By: | /s/ Charleen Collins, /s/ Dennis J. Nevins | |||
| Title: Vice President, ID# 15564, Assistant Vice President, ID# 15157 | ||||
Accepted and confirmed as of the date first above written:
| VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2008-2 | ||||
| By: Deutsche Bank Trust Company Delaware, not in its individual capacity but solely as Owner Trustee | ||||
By: | /s/ Michele HY Voon | |||
| Title: Attorney-in-Fact | ||||
By: | /s/ Mark DiGiacomo | |||
| Title: Attorney-in-Fact | ||||
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