Exhibit 4(m)
CONFIRMATION
Date: September 25 2003
To: GE Commercial Equipment Financing, LLC, Series
2003-1 ("Party A")
Attention: Manager, Conduit Administration
From: Deutsche Bank, New York Branch ("Party B")
Transaction Reference Number: N258123N
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: CP Rate Swap
Notional Amount: With respect to any Interest Accrual Period,
the product of (i) the aggregate Loan Value
of Loans that bear interest based on a
30-day commercial paper rate index
(excluding Hybrid Loans, the "CP Rate
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 61,940,031.
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 CP Rate 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 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: CP Rate
"CP Rate" shall be equal to the rate listed
for "1-Month" Commercial Paper
(Non-Financial) under the column indicating
the daily rate as stated in the Federal
Reserve Statistical Release H.15 (519)
published for the first Business Day of the
calendar month in which the Interest
Accrual Period commences. If, for any reason
whatsoever, the Federal Reserve Statistical
Release H.15 (519) is no longer published,
the "CP Rate" shall be equal to the latest
commercial paper rate for high grade
unsecured notes of 30 days maturity sold
through dealers by major corporation in
multiples of $1,000 as indicated in the
"Money Rate" column of the Wall Street
Journal, Eastern Edition, published on the
first Business Day of the calendar month in
which the Interest Accrual Period commences.
Spread: 26 bps (.26%) per annum
Initial CP Setting: 1.03%
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.
(a) Other Provisions:
In the event that there is a purchase by CEF Equipment Holdings, L.L.C.
of all Loans owned by Party A pursuant to Section 6.1 of the Servicing
Agreement, Party A shall assign all of its rights and obligations hereunder to
General Electric Capital Services, Inc.
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[Signature Page Follows].
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.
DEUTSCHE BANK AG, NEW YORK BRANCH
By: ______________________________________
Name:
Title:
By: ______________________________________
Name:
Title:
Accepted and confirmed as of
the date first above written:
GE COMMERCIAL EQUIPMENT FINANCING, L.L.C., SERIES 2003-1
By: CEF Equipment Holding, L.L.C.
its Managing Member
By: _______________________________________
Name:
Title:
