CONFIRMATION
Date: December 14, 2006
To: CEF Equipment Holding, L.L.C. ("Party B")
Attention: Senior Vice President - Corporate Treasury &
Global Funding Operations
From: General Electric Capital Services, Inc.
("Party A")
Transaction Reference Number: 42265
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 2002 ISDA
Master Agreement dated as of December 14, 2006, 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 December 14, 2006, between GE Equipment Midticket
LLC, Series 2006-1 and The Bank of New York., as Indenture Trustee (the
"Indenture") and the Servicing Agreement, dated as of December 14, 2006, between
GE Equipment Midticket LLC, Series 2006-1 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 Calculation Period, the
product of (i) the aggregate Loan Value of the
Hybrid Loans as of the beginning of the
calendar month in which the Calculation 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 Calculation 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
Calculation Period is USD 37,235,068.35.
Trade Date: December 5, 2006
Effective Date: December 14, 2006
Termination Date: The earlier of (i) the Payment Date occurring
in September 2017; (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
Calculation Period.
Calculation Period: Initially, the period from and including the
Effective Date to but excluding, January 16,
2007, and for each period thereafter, from and
including the fifteenth day of each calendar
month to and excluding the fifteenth day of the
next calendar month.
Business Day Convention: Following
Business Day: New York
Party B Floating Rate Amounts:
Party B Floating Rate
Payer: Party B
Party B Floating Rate Payer
Payment Date: Each Payment Date
Party B Floating Rate Payer
Period End Dates: Last day of each Calculation Period, subject to
adjustment in accordance with the Following
Business Date Convention.
Party B Floating Rate: Hybrid Rate
"Hybrid Rate" means with respect to any
Calculation Period, a rate based upon the
weighted average of the interest rate index
applicable to the Hybrid Loans as determined by
Party B.
"Hybrid Loan" means each Loan that accrues
interest based upon an index that is determined
by reference to a floating rate
GECS Hybrid Loan Rate Confirmation
and that is convertible at the option of the
Obligor thereunder to a fixed rate based on a
benchmark index.
Spread: 20 basis points per annum
Party B Floating Rate Day
Count Fraction: Actual/360
LIBOR Floating Rate Amounts:
LIBOR Floating Rate Payer: Party A
LIBOR Floating Rate Payer
Payment Dates: Each Payment Date
LIBOR Floating Rate Payer
Period End Dates: The last day of each Calculation Period,
subject to adjustment in accordance with the
Following Business Date Convention.
Reset Date: The first day of each Calculation 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 A
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:
CEF EQUIPMENT HOLDING, L.L.C.
By
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Name:
Title:
GECS Hybrid Loan Rate Confirmation
