Exhibit 10.13
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Tel 000-000-0000
Fax 000-000-0000
Bank of America N. A.
TO: Chesapeake Funding LLC (formerly Greyhound Funding LLC)
ATTN:
TEL:
FAX:
FROM: Bank of America, N.A.
000 Xxxxx Xxxxxx Xxxxx - Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
ATTN:
Date:
Our Reference No.
Internal Tracking Nos.
The purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into between Chesapeake Funding LLC (formerly Greyhound
Funding LLC) and Bank of America, N.A. (each a "party" and together "the
parties") on the Trade Date specified below (the "Transaction"). This letter
agreement constitutes a "Confirmation" as referred to in the ISDA Master
Agreement specified in paragraph 1 below (the "Agreement").
This letter agreement constitutes a "Confirmation" and the definitions and
provisions contained in the 2000 ISDA Definitions, as published by the
International Swaps and Derivatives Association, Inc. (the "Definitions") are
incorporated into this Confirmation. In the event of any inconsistency between
the Definitions and this Confirmation, this Confirmation will govern.
1. This Confirmation evidences a complete binding agreement between the parties
as to the terms of the Transaction to which this Confirmation relates. In
addition, the parties agree that for the purposes of this Transaction, this
Confirmation will supplement, form a part of, and be subject to an agreement in
the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) as if
the parties had executed an agreement in such form (but without any Schedule
except for the election of (i) the laws of the State of New York (without
reference to conflict of law provisions thereof) as the governing law and (ii)
USD as the Termination Currency) on the Trade Date of the Transaction (the
"Agreement"). In the event of any inconsistency between the provisions of that
agreement and this Confirmation, this Confirmation will prevail for the purpose
of this Transaction.
Each party represents to the other party and will be deemed to represent to the
other party on the date on which it enters into a Transaction that (absent a
written agreement between the parties that expressly imposes affirmative
obligations to the contrary for that Transaction)
(i) Non-Reliance. It is acting for its own account, and it has made its own
independent decisions to
enter into that Transaction and as to whether that Transaction is appropriate or
proper for it based upon its own judgement and upon advice from such advisors as
it has deemed necessary. It is not relying on any communication (written or
oral) of the other party as investment advice or as a recommendation to enter
into that Transaction; it being understood that information and explanations
related to the terms and conditions of a Transaction shall not be considered
investment advice or a recommendation to enter into that Transaction. Further,
such party has not received from the other party any assurance or guarantee as
to the expected results of that Transaction.
(ii) Evaluation and Understanding. It is capable of evaluation and
understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of that
Transaction. It is also capable of assuming, and assumes, the financial and
other risks of that Transaction.
(iii)Status of Parties. The other party is not acting as an agent,
fiduciary or advisor for it in respect of that Transaction.
In this Confirmation "Party A" means Bank of America, N.A. and "Party B"
means Chesapeake Funding LLC.
2. The terms of this Transaction to which this Confirmation relates are as
follows:
Notional Amount:
Trade Date:
Effective Date:
Termination Date: ( ) , subject to adjustment in accordance with
the (Following / Modified Following / Preceding)
Business Day Convention
Amortization: APPLICABLE (See Schedule A attached hereto)
Fixed Amounts:
Fixed Payer: Party B
Fixed Rate Payer
Payment Dates: ( ), subject to adjustment in accordance with the
(Following / Modified Following / Preceding) Business
Day Convention
Fixed Amount:
Floating Amounts:
Floating Rate
Payer: Party A
Cap Rate:
Floating Rate Payer Payment
Dates: The ( ) of each Month, commencing ( ) and
ending on the Termination Date), subject to
adjustment in accordance with the (Following /
Modified Following/ Preceding) Business Day
Convention
Floating Rate
for the Initial
Calculation
Period: To Be Set
Floating Rate
Option: USD-LIBOR-BBA
Designated Maturity: 1 Month
Spread:
Floating Rate Day Count
Fraction: Actual/360
Reset Dates: The first day of each Calculation Period
Business
Days: New York, London
Calculation
Agent: Party A
3. Recording of Conversations:
Each party to this Transaction acknowledges and agrees to the tape
recording of conversations between the parties to this Transaction whether
by one or other or both of the parties or their agents, and that any such
tape recordings may be submitted in evidence in any Proceedings relating to
the Agreement and/or this Transaction.
4. Account Details:
Payments to Bank of America, N.A.: USD
NAME: BANK OF AMERICA NA
CITY: NEW YORK
ABA #: 000000000
ATTN: BOFAUS3N
NAME: BANK OF AMERICA NA
CITY: CHARLOTTE
ACCT: 6550219386
ATTN: RATE DERIVATIVE SETTLEMENTS
ATTN: XXXXXX0XXXX
Chesapeake Funding LLC
NAME: JPMorgan Chase Bank
CITY: New York
ABA #: 000000000
ATTN: XXXXXX00
NAME: General Collection Acct.
ACCT: 507889037
ATTN: Chesapeake Funding LLC
5. Offices:
The Office of Party A
for this Transaction is: Charlotte, NC
Please send reset notices to fax no.
(312-234-3603)
The Office of Party B for this
Transaction is: New York
6. Additional Provisions: Notwithstanding the terms of Sections 5
and 6 of the Master Agreement, if Party B
has satisfied its payment obligations
under Section 2(a)(i) of the Agreement,
then unless Party A is required pursuant
to appropriate proceedings to return to
Party B or otherwise returns to Party B
upon demand of Party B any portion of
such payment, (a) the occurrence of an
event described in Section 5(a) of the
Agreement with respect to Party B shall
not constitute an Event of Default or
Potential Event of Default with respect
to Party B as the Defaulting Party and
(b) Party A shall be entitled to
designate an Early Termination Event
pursuant to Section 6 of the Agreement
only as a result of a Termination Event
set forth in either Section 5(b)(i) or
Section 5(b)(ii) of the Agreement with
respect to Party A as the Affected Party
or Section 5(b)(iii) of the Agreement
with respect to Party A as the Burdened
Party. For purposes of the Transaction
to which this Confirmation relates,
Party B's only obligation under Section
2(a)(i) of the Agreement is to pay the
Fixed Amount on the Fixed Rate Payer
Payment Date.
7. Transfer, No transfer, amendment or assignment of this
Amendment and Transaction shall be permitted by either
Assignment: party unless each of Xxxxx'x Investor s
Services, Inc. ("Xxxxx'x") and Standard &
Poors Ratings Group, a Division of the
XxXxxx-Xxxx Companies, Inc. ("S&P") has been
provided notice of such transfer, amendment
or assignment and confirms in writing
(including by facsimile transmission) within
five Business Days after such notice is given
that it will not downgrade, withdraw or
modify its then-current rating of the[Insert
Name of Trust].
8. Proceedings: Party A shall not institute against or cause
any other person to institute against, or
join any other person in instituting against,
Party B any bankruptcy, reorganization,
arrangement, insolvency or liquidation
proceedings, or other proceedings under any
federal or state bankruptcy or similar law
for a period of one year and one day
following payment in full of the [Insert Name
of Trust].
9. Set-off: The provisions for Set-off set forth in
Section 6(e) of the Agreement shall not apply
for purposes of
this Transaction.
10. Downgrade: If a Ratings Event (as defined below) occurs
with respect to Party A, then Party A shall,
at its own expense, (i) assign this
Transactions hereunder to a third party
within thirty (30) days of such Ratings Event
that meets or exceeds, or as to which any
applicable credit support provider meets or
exceeds, the Approved Ratings Thresholds (as
defined below) and that is approved by Party
B on terms substantially similar to this
Confirmation and (ii) deliver collateral, in
an amount equal to the Exposure (as defined
below), and an executed ISDA Credit Support
Annex (satisfactory to Party B) within thirty
(30) days of such Ratings Event and subject
to S&P's and Xxxxx'x written confirmation
that delivery of such collateral in the
context of such downgrade will not result in
a withdrawal, qualification or downgrade of
the then current ratings assigned to the
[Insert Description of Notes Issued under
Trust] (the "Notes"). For avoidance of doubt,
a downgrade of the rating on the Notes could
occur in the event that Party A does not post
sufficient collateral. For purposes of this
Transaction, a "Ratings Event" shall occur
with respect to Party A, if short-term
certificates of deposit cease to be rated at
least "A-1" by S&P, and at least "P-1" by
Xxxxx'x (including in connection with a
merger, consolidation or other similar
transaction by Party A) such ratings being
referred to herein as the "Approved Ratings
Thresholds." Only with respect to such
Ratings Event, "Exposure" shall mean the
greater of the following: (i) the
xxxx-to-market value of the Transaction as of
the Valuation Date (as such term is defined
in the ISDA Credit Support Annex); (ii) the
amount of the next payment due under the
Transaction and (iii) one percent of the
Notional Amount for the respective
Calculation Period.
Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by returning via telecopier an executed copy of this
Confirmation to the attention of Global Derivative Operations fax no. (312)
000-0000.
Yours Sincerely,
Bank of America, N.A.
DRAFT
Authorized Signatory
Accepted and confirmed as of the date first written:
Chesapeake Funding LLC
By:________________________________
Name:______________________________
Title: _______________________________
Our Reference
SCHEDULE A TO CONFIRMATION
AMORTIZATION SCHEDULE
CALCULATION PERIOD NOTIONAL AMOUNT
