Amended Confirmation
Franklin
Credit Management Corp.
Six
▇▇▇▇▇▇▇▇ Street
New
York
NY
10013
USA
Attn:
▇▇▇▇ ▇▇▇▇▇▇▇▇
Dear
Sirs,
Amended
Confirmation
Interest
Rate Cap Transaction No. 948306TS
The
purpose of this letter agreement is to confirm the terms and conditions of
the
Transaction entered into between us on the Trade Date specified below (the
“Transaction”). This letter agreement constitutes a “Confirmation” as referred
to in the ISDA Master Agreement referred to 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. For these purposes,
all references in the Definitions to a “Swap Transaction” shall be deemed to
apply to the Transaction referred to herein. In the event of any inconsistency
between those Definitions and this Confirmation, this Confirmation will
govern.
This
Confirmation supplements, forms part of and is subject to the ISDA Master
Agreement to be negotiated (as amended and supplemented from time to time)
between HBOS Treasury Services plc (“Party A”) and Franklin Credit Management
Corp (“Party B”). All provisions contained in the ISDA Master Agreement govern
this Confirmation except as expressly modified below.
This
Confirmation evidences a complete and binding agreement between us as to the
terms of the Transaction to which this Confirmation relates. If we are no yet
parties to an agreement in the form of the ISDA Master Agreement (Multicurrency
Cross Border) (the “ISDA Form”) we agree to promptly negotiate, execute and
deliver such agreement with such modifications as we will in good faith agree.
Upon execution by us of such an agreement, this Confirmation shall supplement
and form part of and be subject to that agreement. All provisions contained
or
incorporated by reference in the agreement upon its execution will govern this
Confirmation except as expressly modified below.
Until
we
execute and deliver that agreement, this Confirmation, together with all other
documents referring to the ISDA Form (each a “Confirmation”) confirming
Transactions (each a “Transaction”) entered into between us, (notwithstanding
anything to the contrary in a Confirmation), shall supplement, form part of
and
be subject to an agreement in the form of the ISDA Form as if we had executed
an
agreement in such form (but without any Schedule except for the election of
English law as the governing law and pounds sterling as the Termination
Currency) on the Trade Date of the first such Transaction between us. In the
event of any inconsistency between the provisions of that agreement and this
Conformation, this Confirmation will prevail for the purposes of this
Transaction.
The
terms
of the particular Transaction to which this Confirmation relates are as
follows:
|
A
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Trade
Details
|
|
Notional
Amount:
|
USD
500,000,000.00
|
|
Trade
Date:
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30-Aug-06
|
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Effective
Date:
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31-Aug-06
|
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Termination
Date:
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31-Aug-07
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Subject
to adjustment in accordance with the
|
|
|
Modified
Following Business Day Convention.
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The
Buyer of the Transaction shall pay, to the Seller, the Premium in accordance
with the following:
|
Fixed
Rate Payer i.e. the Buyer:
|
Party
B
|
|
Fixed
Amount:
|
USD
60,000.00
|
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Fixed
Rate Payer Payment Dates:
|
01-Sep-06
|
|
Subject
to adjustment in accordance with the
|
|
|
Modified
Following Business Day Convention.
|
The
Seller of the Transaction shall make payment to the Buyer if the Floating Rate
determined for a Calculation Period is in excess of the Cap Rate. The amount
of
such payment will be determined in accordance with the
following:
|
Floating
Rate Payer i.e. the Seller:
|
Party
A
|
|
Cap
Rate:
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6.00%
|
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Floating
Rate Payer Payment Dates:
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The
Last day of every month in each year,
|
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Commencing
29th
September 2006, up until and
|
|
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Including
the Termination Date.
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|
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Subject
to adjustment in accordance with the
|
|
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Modified
Following Business Day Convention.
|
|
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Floating
Rate for initial Calculation Period:
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5.33%
(inclusive of spread where
applicable)
|
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Floating
Rate Option:
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USD-LIBOR-BBA
|
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Designated
Maturity:
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1
Month(s)
|
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Spread:
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Not
Applicable
|
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Floating
Rate Day Count Fraction:
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Actual
/360
|
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Reset
Dates:
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The
first day of the relevant Calculation Period
|
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Compounding:
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Not
Applicable
|
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Calculation
Agent:
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HBOS
Treasury Services plc
|
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Business
Days:
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London
and New York
|
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Governing
Law
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The
Transaction and this Confirmation will be
|
|
governed
by and construed in accordance with
|
|
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English
Law and the parties agree to submit to
|
|
|
the
exclusive jurisdiction of the English
Courts.
|
|
B
|
Account
Details
|
|
Payments
to Party A:
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Wachovia
Bank NA, New York
|
|
Swift
Code ▇▇▇▇▇▇▇▇▇▇▇
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|
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Account
No. 2000193509911
|
|
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Payments
to Party B:
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North
Fork Bank
|
|
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
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|
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New
York
|
|
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NY
10007
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|
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ABA
▇▇▇▇▇▇▇▇▇
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Account
No. 9614008341
|
|
C
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Other
Provisions
|
|
(a)
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Non-Reliance.
It is acting for its own account, and it has made its own independent
decisions to enter into Transaction and as to whether this Transaction
is
appropriate or proper for it based upon its own judgement and upon
advice
from such advisers as it deemed necessary. It is not relying, and
has not
relied, on any communication (written or oral) of the other party
as
investment advice or as a recommendation to enter 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. 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 this
Transaction.
|
|
(b)
|
Assessment
and Understanding.
It is capable to 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 this Transaction. It
is also
capable of assuming, and assumes, the risks of this
Transaction.
|
|
(c)
|
Status
of Parties.
Each party represents to the other party that it is entering into
this
Transaction as principal (and not as agent or in any other capacity)
with
the full understanding of the terms, conditions and risks thereof
and that
it is capable of and willing to assume those risks. Neither party
is
acting as a fiduciary for or an advisor to the other party in respect
of
this Transaction.
|
Consent
to Recording Each
Party (i) consents to the recording of the telephone conversations of trading
and marketing personnel of the parties and their Affiliates in connection with
this Agreement or any potential transaction, and (ii) agrees to obtain any
necessary consent of and give notice of such recording to such personnel of
it
and its Affiliates and (iii) agrees such recordings may be submitted in evidence
to any court or in any proceedings for the purpose of establishing any matters
pertinent to any transaction.
The
time
of execution of a transaction is available on request.
Please
confirm that the foregoing correctly sets forth the terms of our Agreement
by
executing and returning the enclosed copy of this Confirmation or by sending
us
a letter or fax substantially similar to this letter, which letter or fax sets
forth the material terms of the Transaction to which this Confirmation relates
and indicates agreement to those terms.
Yours
faithfully,
|
HBOS
Treasury Services plc
|
Franklin
Credit Management Corp.
|
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By:_________________________________
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By:______________________________
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Name:
▇▇▇▇▇ ▇▇▇▇▇
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Name:
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Title:
Derivatives Processing Manager
|
Title:
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Tel:
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Fax:
▇▇▇▇ ▇▇▇ ▇▇▇▇
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Franklin
Credit Management Corp.
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By:
______________________________
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Name:
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Title:
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