Exhibit 10.14
Confirmation of Rate Cap Transaction
________, 2001
PHH Corporation
[to come]
Attn:
Fax No:
Re: Chase Reference No.[]
Ladies and Gentlemen:
The purpose of this letter agreement is to set forth the terms and
conditions of the rate cap transaction entered into between The Chase
Manhattan Bank ("Chase") and PHH Corporation (the "Counterparty") on ________,
2001 (the "Rate Cap Transaction"). It is understood by the parties that the
Counterparty will contribute its rights, but not its obligation to pay the
Premiums, under this Rate Cap Transaction to PHH Vehicle Management Services
LLC ("VMS"). VMS will in turn contribute its rights under this Rate Cap
Transaction to Raven Funding LLC ("SPV"), and SPV will in turn contribute its
rights under this Rate Cap Transaction to Greyhound Funding LLC (the
"Issuer"). The Issuer will pledge its rights under this Rate Cap Transaction
to Chase, as indenture trustee (the "Indenture Trustee") under the Base
Indenture dated as of June 30, 1999, between the Issuer and the Indenture
Trustee, as amended by that Series 2001-1 Indenture Supplement thereto (the
"Indenture Supplement"), dated as of ________, 2001, between the Issuer and
the Indenture Trustee (the "Indenture").
In consideration of the promise by the Counterparty to make the payment
of the Premiums and in consideration of the promise by Chase to make payments
to the Counterparty in accordance with Section 3 hereof, the parties hereto
agree as follows:
1. Definitions. The following terms shall have the following meanings:
"Business Day" means any day that is a New York Business Day and a
London Business Day and on which banks are not required or authorized by
law to close in Maryland or Delaware.
"Calculation Period" means each period from and including one
Payment Date (or, in the case of the initial Calculation Period, the
Effective Date) to but excluding the next succeeding Payment Date (or, in
the case of the final Calculation Period, the Termination Date).
"Cap Payment" has the meaning defined in Section 3 hereof.
"Cap Rate" means, with respect to each Calculation Period, the
weighted average fixed rate of interest on the New Fixed Rate Leases as
of the last day of the Monthly Period immediately preceding the first day
of such Calculation Period minus 0.65% per annum.
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"▇▇▇▇▇'▇ Account" means the account of Chase at The Chase Manhattan
Bank, Account No. [], Attention: [].
"Closed-End Lease" has the meaning defined in the Indenture.
"Counterparty's Account" means, as long as the Counterparty's rights
under this letter agreement shall remain assigned to the Indenture
Trustee, the Collection Account as defined in the Indenture, and
thereafter such account as is designated by the Counterparty from time to
time.
"Designated Maturity" means one month.
"Effective Date" means ________, 2001.
"Excess Cap Payment" has the meaning defined in Section 3 hereof.
"Floating Rate" means, with respect to a Calculation Period, the
rate determined by Chase to be (i) the per annum rate for deposits in
U.S. dollars for a period of the Designated Maturity which appears on the
Telerate Page 3750 Screen as of 11:00 a.m., London time, on the day that
is two London Business Days prior to the Reset Date in respect of such
Calculation Period (rounded upwards, if necessary, to the nearest
1/100,000 of 1%); (ii) if such rate does not appear on the Telerate Page
3750 Screen, the Floating Rate with respect to such Calculation Period
shall be the arithmetic mean (rounded as aforesaid) of the offered
quotations obtained by Chase from the Reference Banks for deposits in
U.S. dollars to leading banks in the London interbank market as of
approximately 11:00 a.m., London time, on the day that is two London
Business Days prior to such Reset Date; or (iii) if fewer than two
Reference Banks provide Chase with such quotations, the Floating Rate
shall be the rate per annum which Chase determines to be the arithmetic
mean (rounded as aforesaid) of the offered quotations which leading banks
in New York City selected by Chase are quoting in the New York interbank
market on such Reset Date for deposits in U.S. dollars to the Reference
Banks or, if fewer than two such quotations are available, to leading
European and Canadian Banks.
"Lease Balance" has the meaning defined in the Indenture.
"Leased Vehicle" has the meaning defined in the Indenture.
"London Business Day" means any day on which banks are open for
business in London, England and on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
"Monthly Period" has the meaning defined in the Indenture.
"New Fixed Rate Lease" means on any day each Unit Lease then bearing
interest or finance charges at a fixed rate per annum (a) that did not
bear interest or finance charges at a fixed rate per annum when it
initially became a Unit Lease or on the Effective Date and (b) with
respect to which the Issuer shall not have obtained on or prior to such
day an interest rate cap satisfying the requirements therefor set forth
in Section 5A.11(c) of the Indenture Supplement.
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"New York Business Day" means any day on which banks are not
required or authorized by law to close in New York City.
"Notional Lease Rate Cap" means, with respect to each New Fixed Rate
Lease, as of the last day of the Monthly Period immediately preceding the
first Calculation Period during which such New Fixed Rate Lease is to be
included in the calculation of the Notional Principal Amount, a lease
rate cap having a notional amount on the first day of such Calculation
Period equal to the Lease Balance of such New Fixed Rate Lease as of the
last day of such Monthly Period, plus, in the case of a Closed-End Lease,
the Stated Residual Value of the related Leased Vehicle and on the first
day of each Calculation Period thereafter at least equal to the scheduled
Lease Balance of such New Fixed Rate Lease as of the last day of the
Monthly Period immediately preceding such first day of such Calculation
Period, plus, in the case of a Closed-End Lease, the Stated Residual
Value of the related Leased Vehicle and an effective strike rate based on
the eurodollar rate set forth therein in effect on the dates set forth
therein at the most equal to the fixed rate of interest on such New Fixed
Rate Lease minus 0.65% per annum.
"Notional Principal Amount" means, with respect to a Calculation
Period, an amount equal to the lesser of (a) the aggregate Unit Balance
of all New Fixed Rate Leases as of the last day of the Monthly Period
immediately preceding the first day of such Calculation Period and (b)
the sum of the Series 2001-1 Invested Amount and the aggregate stated
liquidation preference of the Series 2001-1 Preferred Membership
Interests on the first day of such Calculation Period.
"Payment Date" means the 7th day of each month, or, if such date is
not a Business Day, the next succeeding Business Day, commencing
________, 2001 and ending on the Termination Date.
"Premiums" means the amounts payable by the Counterparty to Chase
pursuant to Section 2 hereof.
"Reference Banks" means four major banks in the London interbank
market selected by Chase.
"Reset Date" means the first day of each Calculation Period.
"Series 2001-1 Invested Amount" has the meaning defined in the
Indenture Supplement.
"Series 2001-1 Percentage" means, on any Payment Date, the average
Series 2001-1 Invested Percentage during the Monthly Period immediately
preceding such Payment Date.
"Series 2001-1 Preferred Membership Interests" has the meaning
defined in the Indenture Supplement.
"Stated Residual Value" has the meaning defined in the Indenture.
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"Telerate Page 3750 Screen" means the display designated as "Page
3750" on the Telerate Service (or such other page as may replace Page
3750 on that service or such other service as may be nominated by the
British Bankers' Association as the information vendor for the purpose of
displaying British Bankers' Association Interest Settlement Rates for
U.S. Dollar deposits).
"Termination Date" means the earlier of __________, [2011] and the
date on which the Series 2001-1 Invested Amount has been reduced to zero
and the Series 2001-1 Preferred Membership Interests shall have been
redeemed.
"Unit Balance" means, with respect to any New Fixed Rate Lease, as
of any date of determination, the Lease Balance of such New Fixed Rate
Lease as of such date, plus, in the case of a Closed-End Lease, the
Stated Residual Value of the related Leased Vehicle.
"Unit Lease" has the meaning defined in the Indenture.
2. Premiums. On the first day of the first Calculation Period on which
there are any New Fixed Rate Leases, the Counterparty agrees to pay to Chase
an amount, to be determined by Chase on a reasonably commercial basis, equal
to the premium that would have been payable by the Counterparty to obtain a
Notional Lease Rate Cap with respect to each such New Fixed Rate Lease on the
two Business Days prior to such first day. On the first day of any Calculation
Period during which, after giving effect to the addition of any additional New
Fixed Rate Leases, either (x) the aggregate scheduled notional amounts during
such Calculation Period or any Calculation Period thereafter of the Notional
Lease Rate Caps with respect to all New Fixed Rate Leases will be less than
the Notional Principal Amount with respect to such Calculation Period or any
Calculation Period thereafter (the sum of any such deficiencies, the "Notional
Amount Deficiencies") or (y) the weighted average cap rate during such
Calculation Period or any Calculation Period thereafter under the Notional
Lease Rate Caps with respect to all New Fixed Rate Leases will be higher than
the Cap Rate with respect to such Calculation Period or any Calculation Period
thereafter (the "Cap Rate Deficiencies"), the Counterparty agrees to pay to
Chase an amount, to be determined by Chase on a reasonably commercial basis,
equal to the premium that would have been payable by the Counterparty to
obtain a lease rate cap covering the Notional Amount Deficiencies and/or the
Cap Rate Deficiencies. All payments of Premiums to Chase shall be made by
deposit to ▇▇▇▇▇'▇ Account. Chase shall determine the amount of any Premium
payable by the Counterparty hereunder, based on the information contained in
the Monthly Settlement Statement delivered to Chase pursuant to Article 7 of
the Indenture Supplement, and notify the Counterparty thereof on the Business
Day prior to the due date thereof.
3. Payments. Chase agrees to pay to or at the direction of the
Counterparty on each Payment Date, an amount equal to the product of (i) the
amount by which the Floating Rate exceeds the Cap Rate with respect to the
Calculation Period ending on such Payment Date, in each case as determined by
Chase, (ii) the Notional Principal Amount with respect to such Calculation
Period and (iii) the actual number of days in such Calculation Period divided
by 360 (the "Cap Payment"). Chase shall determine the amount of any Cap
Payment for any Payment Date based on the information contained in the Monthly
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Settlement Statement delivered to Chase pursuant to Article 7 of the Indenture
Supplement in respect of the immediately preceding Payment Date. On any
Payment Date following a Calculation Period during which the Notional
Principal Amount was calculated based on the amount set forth in clause (a) of
the definition thereof, Chase shall pay a portion of the Cap Payment, in an
amount equal to the Series 2001-1 Percentage thereof on such Payment Date, to
the Counterparty's Account and, subject to Section 7 hereof, the remaining
portion thereof (the "Excess Cap Payment") to or at the direction of the
Issuer. On any Payment Date following a Calculation Period during which the
Notional Principal Amount was calculated based on the amount set forth in
clause (b) of the definition thereof, Chase shall pay the full amount of the
Cap Payment to the Counterparty's Account.
4. Notices. Any notices hereunder (i) shall be in writing and
hand-delivered or sent by first-class mail, postage prepaid, return receipt
requested, or facsimile transmission and shall be addressed to the intended
recipient at its address set forth on the signature page hereof or at such
other address as such party shall have last specified by notice to the other
party and (ii) shall be effective (a) if delivered by hand or sent by
overnight courier, on the day it is delivered, unless delivery is made after
the close of business or on a day that is not a Business Day, in which case
such notice will be effective on the next Business Day, (b) if sent by
certified or registered mail or the equivalent (return receipt requested),
three Business Days after dispatch, or (c) if sent by facsimile transmission,
on the date that transmission is received by a responsible employee of the
recipient in legible form (it being agreed that the burden of proving receipt
will be on the sender and will not be met by a transmission report generated
by the sender's facsimile machine).
5. Governing Law. This letter agreement shall be governed by and
construed in accordance with the laws of the State of New York.
6. Assignments. Neither party shall have the right to assign its rights
or delegate its obligations under this letter agreement without the prior
written consent of the other party; provided, however, that the Counterparty's
rights hereunder may be assigned as described herein and pledged by the Issuer
to the Indenture Trustee.
7. Set-off; Counterclaim. Notwithstanding any other provision of any
other agreement to the contrary, all payments under this letter agreement will
be made without set-off or counterclaim, except that Chase will have the right
to set-off against its obligation to pay the Excess Cap Payment to or at the
direction of the Issuer pursuant to Section 3 hereof any Premium not paid by
the Counterparty in accordance with Section 2 hereof.
8. Each Party's Reliance on its Own Judgment. Each party has entered into
this Rate Cap Transaction solely in reliance on its own judgment. Neither
party has any fiduciary obligation to the other party relating to this Rate
Cap Transaction. In addition, neither party has held itself out as advising,
or has held out any of its employees or agents as having the authority to
advise, the other party as to whether or not the other party should enter into
this Rate Cap Transaction, any subsequent actions relating to this Rate Cap
Transaction or any other matters relating to this Rate Cap Transaction.
Neither party shall have any responsibility or liability whatsoever in respect
of any advice of this nature given, or views expressed, by it or any of such
persons to the other party relating to this Rate Cap Transaction, whether or
not such advice is given or such views are expressed at the request of the
other party.
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9. WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY KNOWINGLY AND
INTENTIONALLY, IRREVOCABLY and UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS LETTER AGREEMENT OR FOR ANY
COUNTERCLAIM THEREIN.
Please confirm that the foregoing correctly sets forth the terms and
conditions of our agreement by responding within three (3) Business Days by
returning via facsimile an executed copy of this letter agreement to the
attention of [] fax no.[], telephone no. [].
Duplicate hard copies of this letter agreement will be sent to you
shortly. Upon receipt, please execute both copies and return one to Chase to
the address indicated below.
Chase is pleased to have concluded this transaction with you.
Very truly yours,
THE CHASE MANHATTAN BANK
By: ____________________________________
Name:
Title:
Address for Notices:
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ No.: (▇▇▇) ▇▇▇-▇▇▇▇/4811
ACCEPTED AND AGREED:
PHH CORPORATION
By: ____________________________________
Name:
Title:
Address for Notices:
[to come]
Attn:
Fax No:
