Exhibit 99.9
[LOGO OF JPMORGAN CHASE]
Cap Transaction
The purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into between:
JPMORGAN CHASE BANK, N.A.
("JPMorgan" or "Party A")
and
COUNTRYWIDE HOME LOANS, INC.
(the "Counterparty" or "Party B")
on the Trade Date and identified by the JPMorgan Deal Number specified below
(the "Transaction"). This letter agreement constitutes a "Confirmation" as
referred to in the Master Agreement specified below, and supersedes any
previous confirmation or other writing with respect to the transaction
described below.
The definitions and provisions contained in the 2000 ISDA Definitions (the
"Definitions"), as published by the International Swaps and Derivatives
Association, Inc. are incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern.
JPMorgan and Counterparty have agreed to enter into this Agreement in lieu of
negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency- Cross
Border) form (the "Form Master Agreement"). A Form Master Agreement shall be
deemed to have been executed by JPMorgan and Counterparty on the date we
entered into this Transaction. All provisions contained in, or incorporated by
reference to, the Form Master Agreement shall govern the Transaction
referenced in this Confirmation except as expressly modified herein. In the
event of any inconsistency between the provisions of this Agreement and the
Definitions or the Form Master Agreement, this Agreement shall prevail for
purposes of this Transaction.
[LOGO OF JPMORGAN CHASE]
The terms of the particular Cap Transaction to which this Confirmation relates
are as follows:
A. TRANSACTION DETAILS
JPMorgan Deal Number(s): 2000005078372, 2000005078373
Notional Amount: As set forth as the Notional Balance
in the Notional Amount Schedule hereto.
Trade Date: 24 July 2006
Effective Date: 28 July 2006
Termination Date: 25 May 2008 subject to adjustment in
accordance with the Following Business
Day Convention.
Fixed Amount:
Fixed Rate Payer: Counterparty
Fixed Amount: USD 10,000.00
Fixed Rate Payer Payment Date: 26 July 2006
Floating Amounts:
Floating Rate Payer: JPMorgan
Floating Amounts: To be determined in accordance with
the following formula:
Greater of (i) (Floating Rate-Cap
Rate)*Floating Rate Payer Calculation
Amount*Floating Rate Day Count
Fraction; and (ii) zero
Cap Rate: The Strike as set forth in the
Notional Amount Schedule on page 4
hereof.
Floating Rate Payer Calculation Amount: The Notional Amount multiplied as set
forth in the Notional Amount Schedule
on page 4 hereof.
Floating Rate Payer Payment Dates: One New York Business Day prior to
each Period End Date
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Floating Rate Payer Payment Dates: The 25 August, 25 September,
25 October, 25 November, 25 December,
25 January, 25 February, 25 March,
25 April, 25 May, 25 June and 25 July
in each year, from and including
25 August 2006 to and including the
Termination Date, subject to
adjustment in accordance with the
Following Business Day Convention and
there will be an adjustment to the
Calculation Period.
Floating Rate Option: USD-LIBOR-BBA; provided, however, that
if the Floating Rate determined from
such Floating Rate Option for any
Calculation Period is greater than
9.00000% then the Floating Rate for
such Calculation Period shall be
deemed equal to 9.00000%.
Designated Maturity: 1 Month
Spread: None
Floating Rate Day Count Fraction: Actual/360 (adjusted)
Reset Dates: The first day of each Calculation
Period.
Compounding: Inapplicable
Business Days: New York
Calculation Agent: JPMorgan, provided however, that if an
Event of Default occurs with respect
to JPMorgan, then Counterparty shall
be entitled to appoint a financial
institution which would qualify as a
Reference Market-Maker to act as
Calculation Agent (such financial
institution subject to JPMorgan's
consent).
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NOTIONAL AMOUNT SCHEDULE:
Period Start Date Period End Date Notional Amount Strike
----------------- --------------- --------------- ------
7/28/2006 8/25/2006 128,246,000 7.48527
8/25/2006 9/25/2006 126,486,575 6.76094
9/25/2006 10/25/2006 123,950,218 6.98636
10/25/2006 11/25/2006 120,634,083 6.76105
11/25/2006 12/25/2006 116,537,314 6.98648
12/25/2006 1/25/2007 111,662,941 6.76117
1/25/2007 2/25/2007 106,017,987 6.76122
2/25/2007 3/25/2007 99,613,551 7.48571
3/25/2007 4/25/2007 92,465,320 6.76134
4/25/7007 5/25/2007 84,594,725 6.98679
5/25/2007 6/25/2007 76,711,661 6.76128
6/25/2007 7/25/2007 69,060,861 6.97311
7/25/2007 8/25/2007 61,553,515 6.68529
8/25/2007 9/25/2007 54,184,543 6.68500
9/25/2007 10/25/2007 46,954,529 6.90785
10/25/2007 11/25/2007 39,860,885 6.68503
11/25/2007 12/25/2007 32,901,060 6.90788
12/25/2007 1/25/2008 26,072,552 6.68505
1/25/2008 2/25/2008 19,372,901 6.68507
2/25/2008 3/25/2008 12,799,697 7.14612
3/25/2008 4/25/2008 6,350,573 6.68509
4/25/2008 5/25/2008 23,206 6.90794
B. Provisions Deemed Incorporated in a Schedule to the Form Master Agreement
1) The parties agree that subparagraph (ii) of Section 2(c) of the Form
Master Agreement will apply to the Transaction
2) Termination Provisions
(a) "Specified Entity" means, in relation to Party A, for the
purpose of Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and
Section 5(b)(iv): Not Applicable.
(b) "Specified Entity" means, in relation to Party B, for the
purpose of Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and
Section (b)(iv): Not Applicable.
(c) "Specified Transaction" is not applicable to Party A or Party
B for any purpose, and accordingly, Section 5(a)(v) shall not apply to
Party A or Party B.
(d) The "Cross Default" provisions of Section 5(a)(vi) will not
apply to Party A or Party B.
(e) The "Credit Event Upon Merger" provisions of Section 5(b)(iv)
will not apply to Party A or Party B.
(f) The "Automatic Early Termination" provision of Section 6(a)
will not apply to Party A or to Party B.
[LOGO OF JPMORGAN CHASE]
(g) The Form Master Agreement will be governed by, and construed
in accordance with, the laws of the State of New York without reference
to its conflict of laws provisions (except for Section 5-1401 and 5-1402
of the New York General Obligations Law).
(h) The phrase "Termination Currency" means United States Dollars.
(i) For the purpose of Section 6(e) of the Form Master Agreement,
Market Quotation and Second Method will apply.
3) Tax Representations: Not Applicable.
4) Fully-Paid Transactions. Notwithstanding the terms of Sections 5
and 6 of the Form Master Agreement, if at any time and so long as
Party B shall have satisfied in full all its payment and delivery
obligations under Section 2(a)(i) of the Form Master Agreement and
shall at the time have no future payment or delivery obligations,
whether absolute or contingent, under such Section, then unless
Party A is required pursuant to appropriate proceedings to return
to Party B or otherwise returns to Party B (upon demand of Party
B, or otherwise) any portion of any such payment or delivery: (i)
the occurrence of an event described in Section 5(a) of the Form
Master Agreement with respect to Party B shall not constitute an
Event of Default or a Potential Event of Default with respect to
Party B as the Defaulting Party; and (ii) Party A shall be
entitled to designate Early Termination Date pursuant to Section 6
of the Form Master Agreement only as a result of the occurrence of
a Termination Event set forth in (i) either Section 5(b)(i) or 5
(b)(ii) of the Form Master Agreement with respect to Party A as
the Affected Party or (ii) Section 5(b)(iii) of the Form Master
Agreement with respect to Party A as the Burdened Party.
5) Address for Notices: For the purposes of Section 12(a) of the
Agreement
(a) Address for notices or communication to JPMorgan:
Global Derivatives Operations
500 ▇▇▇▇▇▇▇ Chrisriana Rd.
2/OPS2
Newark, DE 19713-2107
(b) Address for notices or communication to Counterparty:
4500 Park Granada
Mail Stop CH-▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇ ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
6) Process Agent. For the purpose of Section 13(c):
JPMorgan appoints as its
Process Agent: Not Applicable
[LOGO OF JPMORGAN CHASE]
The Counterparty appoints as it
Process Agent: Not Applicable
7) Multibranch Party. For the purpose of Section 10(c) of this
Agreement:
JPMorgan is not a Multibranch Party.
The Counterparty is not a Multibranch Party.
8) Credit Support Document
in relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
9) Credit Support Provider
In relation to Party A: Not Applicable.
In relation to Party B: Not Applicable.
10) Severability. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall be
held to be invalid or unenforceable (in whole or in part) for any reason, the
remaining terms, provisions, covenants, and conditions hereof shall continue
in full force and effect as if the form Master Agreement had been executed
with the invalid or unenforceable portion eliminated, so long as the form
Master Agreement as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter of this
Agreement and the deletion of such portion of the form Master Agreement will
not substantially impair the respective benefits or expectations of the
parties.
The parties shall endeavour to engage in good faith negotiations to replace
any invalid or unenforceable term, provision, covenant or condition with a
valid or enforceable term, provision, covenant or condition, the economic
effect of which comes as close as possible to that of the invalid or
unenforceable term, provision, covenant or condition.
11) Section 3 of the Form Master Agreement is hereby amended by adding
at the end thereof the following subsection (g):
"(g) Relationship Between Parties.
Each party represents to the other party on each date
when it enters into a transaction that:--
(1) Nonreliance. It is not relying on any statement or
representation of the other party regarding the Transaction (whether written
or oral), other than the representations expressly made in this Agreement or
the confirmation in respect of that Transaction.
(2) Evaluation and Understanding.
(i) It has the capacity to evaluate (internally or through
independent professional advice) the Transaction and has made its own decision
to enter into the Transaction; and
(ii) It understands the terms, conditions and risks of the
Transaction and is willing end able to accept those terms and conditions and
to assume those risks, financially and otherwise.
(3) Purpose. It is entering into the Transaction for the
purposes of managing its borrowings or investments, hedging its underlying
assets or liabilities or in connection with a line of business.
[LOGO OF JPMORGAN CHASE]
(4) Principal. It is entering into the Transaction as
principal, and not as agent or in any other capacity, fiduciary or
otherwise."
12) Waiver of Right to Trial by Jury.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL
BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS TRANSACTION AND THE FORM MASTER AGREEMENT.
13) Eligible Contract Participant.
Each party represents to the other party that it is an "eligible
contract participant" as defined in Section 1a(12) of the U.S.
Commodity Exchange Act, as amended.
C. ACCOUNT DETAILS
Payments to JPMorgan in USD: JPMORGAN CHASE BANK NA
JPMORGAN CHASE BANK NA
BIC: ▇▇▇▇▇▇▇▇▇▇▇
AC No: 099997979
Payments to Counterparty in USD: As per your standard settlement
instructions.
D. OFFICES
JPMorgan: NEW YORK
Counterparty: PASADENA
E. DOCUMENTS TO BE DELIVERED
Each party shall deliver to the other, at the time of its execution of this
Confirmation, evidence of the incumbency and specimen signature of the
person(s) executing this Confirmation, unless such evidence has been
previously supplied and remains true and in effect.
F. RELATIONSHIP BETWEEN PARTIES
Each party will be deemed to represent to the other party on the date on which
it enters into a Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the contrary for
that Transaction):
(a) Non-Reliance. It is acting for its own account, and it has made its own
independent decisions to enter into that Transaction and as to whether that
Transaction is appropriate or proper for it based upon its own judgment and
upon advice from such advisers as it has deemed necessary. It is not relying
on any communication (written or oral) of the other party as investment advice
or as a recommendation to enter into that Transaction; it being understood
that information and explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a recommendation to
enter into that Transaction. No communication (written or oral) received from
the other party shall be deemed to be an assurance or guarantee as to the
expected results of that Transaction.
[LOGO OF JPMORGAN CHASE]
(b) Assessment and Understanding. It is capable of assessing the merits of and
understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of that
Transaction. It is capable of assuming, and assumes the risks of that
Transaction.
(c) Status of Parties. The other parry is not acting as a fiduciary for or an
adviser to it in respect of that Transaction.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us or
by sending to us a letter, telex or facsimile substantially similar to this
letter, which letter, telex or facsimile sets forth the material terms of the
Transaction to which this Confirmation relates and indicates agreement to
those terms. When referring to this Confirmation, please indicate: JPMorgan
Deal Number(s): 2000005078372, 2000005078373
JPMorgan Chase Bank, N.A.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
Title: Vice President
----------------------------
Accepted and confirmed as of the date
first written:
COUNTRYWIDE HOME LOANS,
INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Title: Managing Director
----------------------------
Your reference number:
------------
[LOGO OF JPMORGAN CHASE]
Client Service Group
--------------------
All queries regarding confirmations, should be sent to:
JPMorgan Chase Bank, N.A.
Contacts
--------
JPMorgan Contact Telephone Number
Client Service Group (▇▇▇ ) ▇▇▇▇▇▇▇▇▇▇
Group E-mail address:
Facsimile: (▇▇▇ ) ▇▇▇ ▇▇▇ ▇▇▇▇
Telex:
Cable:
Please quote the JPMorgan deal number(s): 2000005078372, 2000005078373.
