EXHIBIT 4 (k)
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: 17657
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: CMT Rate Swap
Notional Amount: With respect to any Calculation Period, the
product of (i) the aggregate Loan Value of
Loans that bear interest based on a one-year
constant treasury maturity index (the "CMT
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
1
month in which the Calculation Period
commenced and (y) 1.0. The Notional Amount
for the first Calculation Period is USD
19,862,490.57.
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 CMT 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 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: CMT Rate
"CMT Rate" means with respect to any
Interest Accrual Period, a rate based upon
the one-year constant treasury maturity
index applicable to the CMT Loans as
determined by Party B.
Spread: 22.5 bps (.225%) per annum
Party B Floating 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 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.
[Rest of page intentionally left blank]
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: