EXECUTIVE COPY
CONFIRMATION
Date: November 20, 2007
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: 29453/52094
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 November 20, 2007, 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 20, 2007, between GE Equipment Midticket
LLC, Series 2007-1 and The Bank of New York, as Indenture Trustee (the
"Indenture") and the Servicing Agreement, dated as of November 20, 2007, between
GE Equipment Midticket LLC, Series 2007-1 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: Fixed/Floating Interest Rate Swap
Notional Amount: With respect to any Calculation Period, the
product of (i) the sum of the aggregate Loan
Value of Loans that bear interest at a fixed
rate (excluding Hybrid Loans and the
outstanding Note Balance of the Class A-1,
Class A-2a, Class A-3a, Class B and Class C
Notes immediately prior to such Calculation
Period) (collectively, the "Fixed Rate 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 Calculation Period commenced and (y) 1.0.
The Notional Amount for the first Calculation
Period is USD 665,258,492.72.
"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.
Trade Date: November 9, 2007
Effective Date: November 20, 2007
Termination Date: The earlier of (i) the Payment Date occurring
in October 2018; (ii) the Payment Date on which
the aggregate outstanding Loan Values of the
Fixed Rate Loans is zero; and (iii) the Payment
Date on which the Outstanding Principal Balance
of the Notes is reduced to zero.
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 14,
2007, and for each period thereafter, from and
including the fourteenth day of each calendar
month to and excluding the fourteenth day of
the next calendar month.
Business Day Convention: Following
Business Day: New York
Fixed Rate Amounts:
Fixed Rate Payer: Party B
Fixed Rate Payer
Payment Date: Each Payment Date
Fixed Rate Payer
Period End Dates: Last day of each Calculation Period, with No
Adjustment to Period End Date.
Fixed Rate: 4.80% per annum
Fixed/Floating Rate Confirmation
Fixed Rate Day
Count Fraction: 30/360
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 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
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.
[Signature Page Follows].
Fixed/Floating 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:
Fixed/Floating Rate Confirmation
Accepted and confirmed as of
the date first above written:
CEF EQUIPMENT HOLDING, L.L.C.,
By
-------------------------------------
Name:
Title:
Fixed/Floating Rate Confirmation
