September 15, 1997
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Westdeutsche Landesbank Girozentrale, New York Branch
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
West LB Ref:
Trust Confirm (Interest Rate Transaction)
TRANSACTION
Dear ▇▇. ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇:
The purpose of this letter agreement (this "Confirmation") is to set
forth the terms and conditions of the Transaction entered into between
Westdeutsche Landesbank Girozentrale, New York Branch ("West LB") and
Tiers Asset-Backed Securities, Series CHAMT Trust 1997-7 (the
"Trust") on the Trade Date specified below (this "Transaction"). This
Confirmation constitutes a "Confirmation" and this Transaction constitutes
a "Transaction" as referred to in the Master Agreement specified below.
1. GENERAL. The definitions and provisions contained in the 1991 ISDA
Definitions (as published by the International Swaps and Derivatives
Association, Inc. ("ISDA")) (the "Definitions") are incorporated into this
Confirmation. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for purposes of the Definitions.
This Confirmation supplements, forms a part of, and is subject to, the
ISDA Master Agreement and Schedule thereto dated as of the date hereof, as
amended and supplemented from time to time (the "Master Agreement"),
between West LB and the Trust. All provisions contained in the Master
Agreement govern this Confirmation except as expressly modified below. In
the event of any inconsistency between this Confirmation and the
Definitions or the Master Agreement, this Confirmation will govern.
Each party is hereby advised, and each such party acknowledges, that
the other party has engaged in (or refrained from engaging in) substantial
financial transactions and has taken other material actions in reliance
upon the parties' entry into the Transaction to which this Confirmation
relates on the terms and conditions set forth below.
THIS CONFIRMATION WILL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO
CHOICE OF LAW DOCTRINE.
2. TERMS RELATING TO THE TRANSACTION.
Trade Date: As of August 21, 1997
Effective Date: September 15, 1997
Termination Date: November 15, 2003; subject to adjustment
in accordance with the Following
Business Day Convention.
Business Day Convention: Following
Calculation Agent: West LB
I. TRUST PAYMENT AMOUNTS
TRUST FLOATING AMOUNTS:
Payment Dates: Each Distribution Date.
Floating Payments: The Trust will pay to West LB, if and to
the extent received on the Term Assets,
(i) an amount equal to the Scheduled
Interest Payments received by the Trust
on the Term Assets, PLUS (ii) any
amounts received by the Trust
representing Deferred Interest Amounts
(including any penalty interest thereon)
on the Term Assets (any such payments,
"Deferred Payments").
II. WEST LB PAYMENT AMOUNTS
A. WEST LB FIXED PAYMENTS:
Notional Amount: USD 352,980,000, provided that for each
Calculation Period commencing on or
after February 15, 1999, the Notional
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Amount for such Calculation Period will
equal the Notional Amount during the
immediately preceding Calculation Period
less the amount, if any, of the Note
Prepayment Amount, if any, due the
Noteholders pursuant to the Indenture on
the Distribution Date relating to such
immediately preceding Calculation
Period.
Payment Dates: Each Distribution Date.
Business Days: Any Business Day under the Indenture.
Fixed Rate: 6.688%
Day Count Fraction: 30/360
Period End Dates: Each Distribution Date, except no
Adjustment.
Adjustment: The West LB Fixed Payments described
herein are subject to adjustment as
provided in paragraph 3(a) and (b) below.
▇. ▇▇▇▇ LB FLOATING PAYMENTS:
Notional Amount: USD 10,920,000; provided that for each
Calculation Period commencing on or
after February 15, 2000, the Notional
Amount for such Calculation Period will
equal the Notional Amount during the
immediately preceding Calculation Period
less the amount, if any, of the
Certificate Prepayment Amount due the
holders of the Certificates pursuant to
the Trust Agreement on the Distribution
Date relating to such immediately
preceding Calculation Period.
Payment Dates: Each Distribution Date.
Business Days: Any Business Day under the Trust
Agreement.
Floating Rate Option: Certificate LIBOR.
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Period End Dates: Each Distribution Date, subject to
adjustment in accordance with the
Following Business Day Convention.
Reset Dates: Each Distribution Date, subject to
adjustment in accordance with the
Following Business Day Convention.
Day Count Fraction: Actual/360.
Spread: Plus 0.20 percent.
Adjustment: The West LB Floating Payments described
herein are subject to adjustment as
provided in paragraph 3(a) and (b) below.
3. SPECIAL PROVISIONS.
(a) DEFICIENCY AMOUNTS. Notwithstanding anything to the contrary
contained herein or in the Master Agreement, if on any Payment Date the
amount received by the Trust on the Term Assets and paid to West LB as
provided herein is less than the Scheduled Interest Payments then due on
the Term Assets (the amount of such deficiency, the "Deficiency Amount"),
West LB shall reduce the amount otherwise payable by West LB to the Trust
on such Payment Date in respect of the West LB Floating Payment by such
Deficiency Amount (but not below zero). If on any Payment Date the
Deficiency Amount is greater than the West LB Floating Payment which would
otherwise be due to the Trust on such Payment Date West LB shall also
reduce the amount otherwise payable by it to the Trust on such Payment Date
in respect of the West LB Fixed Payment by the amount of such excess (but
not below zero).
(b) DEFERRED PAYMENTS. Subject to paragraph 3(a) above,
notwithstanding anything to the contrary contained herein or in the Master
Agreement, if on any Payment Date West LB receives any Deferred Payments,
West LB shall, on such Payment Date, increase the amount otherwise payable
by it to the Trust on such Payment Date in respect of the West LB Fixed
Payment by the amount of such Deferred Payments, provided that if on any
such Payment Date the amount paid to West LB in respect of the Deferred
Payments exceeds the aggregate cumulative Deficiency Amounts subtracted
from the West LB Fixed Payments on prior Payment Dates, and not previously
adjusted to reflect receipt and payment of Deferred Amounts as provided in
this paragraph 3(b), the amount of such excess (up to but not exceeding the
aggregate of the Deficiency Amounts so subtracted from the West LB Floating
Payment) shall be added to the amount of the West LB Floating Payment then
due on such Payment Date.
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4. RELATIONSHIP BETWEEN PARTIES. Each party represents to the other
party as follows:
(a) NON-RELIANCE. It is acting for its own account, and it has made
its own independent decisions to enter into this Transaction and as to
whether this 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 this Transaction; it
being understood that information and explanations related to the terms and
conditions of this Transaction shall not be considered investment advice or
a recommendation to enter into this Transaction. It has not received from
the other party any assurance or guarantee as to the expected results of
this Transaction.
(b) EVALUATION AND UNDERSTANDING. It is capable of evaluating and
understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of
this Transaction. It is also capable of assuming, and assumes, the
financial and other risks of this Transaction.
(c) STATUS OF PARTIES. The other party is not acting as a fiduciary
or an advisor for it in respect of this Transaction.
(d) RISK MANAGEMENT. It has entered into this Transaction for the
purpose of (i) managing its borrowings or investments, (ii) hedging its
underlying assets or liabilities or (iii) in connection with its line of
business.
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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.
Very truly yours,
TIERS ASSET-BACKED SECURITIES,
SERIES CHAMT TRUST 1997-7
By: Delaware Trust Capital Management, Inc.,
not in its individual capacity but solely as
Trustee under the Trust Agreement
By:______________________________
Authorized Signatory
Name:
Title:
Accepted and confirmed:
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
By:_____________________________
Authorized Signatory
Name:
Title:
By:_____________________________
Authorized Signatory
Name:
Title:
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