EXHIBIT 4 (j)
CONFIRMATION
Date: November 16, 2004
To: GE Commercial Equipment Financing LLC,
Series 2004-1 ("Party B")
Attention: Manager, Conduit Administration
From: General Electric Capital Services, Inc.
("Party A")
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 November 16, 2004, 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 November 16, 2004, between Party A and JPMorgan
Chase Bank, N.A., as Indenture Trustee (the "Indenture") and the Servicing
Agreement, dated as of November 16, 2004, 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 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 139,869,789.56.
Trade Date: November 10, 2004
Effective Date: November 16, 2004
Termination Date: The earlier of (i) the Payment Date
occurring in December 2015; (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, December
20, 2004, 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
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
and that is convertible at the option of the
Obligor thereunder to a fixed rate based on
a benchmark index.
GECS Hybrid Loan Rate Confirmation
Spread: 1.45 basis points (0.0145%) 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:
GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2004-1
By: CEF Equipment Holding, L.L.C.
its Managing Member
By _________________________________
Name:
Title:
GECS Hybrid Loan Rate Confirmation
