SWAP TRANSACTION CONFIRMATION

SWAP TRANSACTION CONFIRMATION

January 24, 2008

WACHOVIA AUTO LOAN OWNER TRUST 2008-1 ("Counterparty or Party B")

c/o Wilmington Trust Company, as Owner Trustee

1100 North Market Street

Wilmington, Delaware ###-###-####

Corporate Trust Administration

Wachovia Bank, N.A. ("Wachovia or Party A")

2325847

Dear Sir or Madam:

 

This confirms the terms of the Transaction described below between Counterparty and Wachovia. 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. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.

Interest Rate Swap

U.S. Dollars

For each Calculation Period, the principal amount of the Class A-2b Notes issued by the Counterparty as of the preceding Distribution Date (as defined in the Indenture), after giving effect to all payments of principal on such Class A-2b Notes on or prior to that Distribution Date, or, in the case of the initial Calculation Period and the first Distribution Date, the original principal amount of the Class A-2b Notes.  For the avoidance of doubt, on the Effective Date, the Notional Amount is equal to $174,000,000.00.

       Trade Date:

January 24, 2008

       Effective Date:

January 24, 2008

       Termination Date:

In respect of the Fixed Amounts, the earlier of (i) March 20, 2011, subject to No Adjustment and (ii) the date on which the Note Balance (as defined in the Indenture) of the Class A-2b Notes is reduced to zero..

In respect of the Floating Amounts, the earlier of (i) March 20, 2011, subject to the Following Business Day Convention and (ii) the date on which the Note Balance  of the Class A-2b Notes is reduced to zero .

       Fixed Rate Payer:

Counterparty

       Fixed Rate Payer 

       Period End Dates:

Monthly on the 20th of each month, commencing March 20, 2008, through and including the Termination Date; No Adjustment.

       Fixed Rate Payer

       Payment Dates:

Monthly on the 20th of each month, commencing March 20, 2008, through and including the Termination Date.

       Business Day Convention:

Following

       Business Day:

New York

       Fixed Rate:

4.15%

 

       Fixed Rate Day Count

       Fraction:

30/360

       Floating Rate Payer:

Wachovia

       Floating Rate Payer

       Period End Dates:

Monthly on the 20th of each month, commencing March 20, 2008, through and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.

       Floating Rate Payer

       Payment Dates:

Monthly on the 1st Business Day preceding each Floating Rate Payer Period End Date, commencing March 19, 2008, through and including March 18, 2011. Notwithstanding the provisions of Section 4.9(a) of the 2006 ISDA Definitions, the Termination Date shall not be a Floating Rate Payer Payment Date hereunder. The final Floating Rate Payer Payment Date shall be March 18, 2011.

       Business Day Convention:

Following

       Business Day:

New York

       Floating Rate for initial

       Calculation Period:

3.75554%

       Floating Rate Option:

USD-LIBOR-BBA

       Designated Maturity:

1 Month

       Spread:

Plus 0.85%

       Floating Rate Day Count

       Fraction:

Actual/360

       Floating Rate determined:

Two London Banking Days prior to each Reset Date.

       Reset Dates:

The first day of each Calculation Period.

       Compounding:

Inapplicable

       Rounding convention:

5 decimal places per the ISDA Definitions.

       Other:

For the avoidance of doubt, for purposes of Section 2(c) of the Agreement, any amounts payable by the Floating Rate Payer on a Floating Rate Payer Payment Date, and by the Fixed Rate Payer on the related Fixed Rate Payer Payment Date, shall be netted even though such dates may be different, and the party with the larger aggregate amount shall make the net payment on the related party’s applicable Payment Date.

Wachovia

Wachovia Bank, N.A.

CIB Group, ABA ###-###-####

Ref: Derivative Desk (Trade No: 2325847)

Account #: 04659360006116

Attention: Derivatives

 

Settlements and/or Rate Resets:

Tel: (800) 249-3865

Fax: (704) 383-9139

 

Documentation :

Tel: (704) 715-7051

Fax: (704) 383-9139

 

Collateral :

Tel: (704) 383-9529

 

Please quote transaction reference number.

 

U.S. Bank N.A.

ABA: 091000022

DDA: 173103322058

REF: 119826000 WALOT 2008-1

 

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement (including the Schedule and the Credit Support Annex thereto) between Wachovia and Counterparty dated as of January 24, 2008 as amended and supplemented from time to time (the "ISDA Master Agreement"). All provisions contained or incorporated by reference in the Master Agreement will govern this Confirmation except as expressly modified herein.

 

 

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 at fax number ###-###-####.

 

Very truly yours,

Wachovia Bank, N.A.

 

 

 

By:  /s/ Amanda Roof                                       

Name: Amanda Roof

Title:  Associate

 

 

 

 

Ref. No. 2325847

 

 

Accepted and confirmed as of date first above written:

WACHOVIA AUTO LOAN OWNER TRUST 2008-1

 

By: WILMINGTON TRUST COMPANY, not in its individual

capacity but solely in its capacity as Owner Trustee

 

 

 

By:  /s/ Erik E. Overcash                                          

Name: Erike E. Overcash

Title:  Financial Services Officer