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.
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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
