EXHIBIT 99.5
December 14, 2000
Deutsche Bank AG, New York Branch
31 West 52nd Street
New York, New York 10019
Dear Ladies and Gentlemen:
The purpose of this letter agreement is to confirm the terms and conditions of
the Swap Transaction (the "Trust Swap") entered into between Deutsche Bank AG,
New York Branch (the "Counterparty") and Capital Auto Receivables Asset Trust
2000-2 (the "Trust") on the Trade Date listed below (the "Transaction"). This
letter constitutes a "Confirmation" as referred to in the Trust ISDA Agreement
specified below.
1. The definitions and provisions contained in the 1991 ISDA Definitions as
supplemented by the 1998 Supplement to the 1991 ISDA Definitions(the
"Definitions"), as published by the International Swaps and Derivatives
Association, Inc. ("ISDA"), are incorporated into this Confirmation. In the
event of any inconsistency between those definitions and provisions and
this Confirmation, this Confirmation will govern. The parties agree that
this transaction is a Transaction under the ISDA Master Agreement of the
parties dated December 14, 2000. The agreement is comprised of the printed
form of such agreement as published by ISDA, as supplemented and modified
by a Schedule ("Trust ISDA Agreement").
This Confirmation constitutes a binding agreement between you and us and
will supplement, form a part of, and be subject to the Trust ISDA Agreement
described above as amended and supplemented from time to time.
The Counterparty and the Trust acknowledge that this Transaction relates to
the Floating Rate Variable Pay Asset Backed Revolving Notes (the "Reference
Notes") issued by the Trust for value pursuant to and subject to the
Indenture.
Capitalized terms used herein and not otherwise defined herein, in the
Trust ISDA Agreement or in the Definitions shall have the meanings assigned
to them in Exhibit A hereto.
All references to "dollars" or to "$" shall be references to amounts in
United States Dollars.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Type of Transaction: Interest Rate Swap Transaction
Notional Amount: $557,000,000 with respect to the initial Calculation
Period. The Notional Amount with respect to each Calculation Period
thereafter shall be equal to the Reference Note Balance as of the close of
business on the Distribution Date at the beginning of the relevant
Calculation Period (as set forth in the Calculation Statement (defined
below) delivered by the Trust to the Counterparty on or prior to the
Determination Date relating to such Calculation Period pursuant to Section
3 below).
Trade Date: November 29, 2000
Effective Date: December 14, 2000
Termination Date: The earlier of the close of business on (i) July 15,
2006, (ii) the Fixed Rate Payer Payment Date after December 15, 2002 on
which the Notional Amount is reduced to zero and (iii) the date on which
the
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Servicer effects its option to repurchase the receivables pursuant to
Section 8.01 of the Trust Sale and Servicing Agreement.
Fixed Amounts:
Fixed Rate Payer: The Trust
Fixed Rate Payer Period End Dates: The 15th calendar day of
each month, commencing January 15, 2001 to and including July
15, 2006 with, in each case, No Adjustment.
Fixed Rate Payer Payment Date: One Business Day prior to each
Distribution Date
Fixed Rate: 6.5285%
Fixed Rate Day Count Fraction: 30/360
Floating Amounts:
Floating Rate Payer: The Counterparty
Floating Rate Payer Period End Dates: Each Fixed Rate Payer
Period End Date.
Floating Rate Payer Payment Dates: One Business Day prior to
each Distribution Date
Reset Dates: Each Distribution Date
Floating Rate: LIBOR (as defined in Exhibit A)
Spread: +9 Basis Points
Floating Rate Day Count Fraction: Actual/360
Compounding: Inapplicable
Business Days for Payment: New York (New York), Detroit (Michigan) and
Chicago (Illinois)
Calculation Agent: The Trust, or General Motors Acceptance Corporation, as
agent for and on behalf of the Trust.
Default Rate: For any United States Dollar payments, the rate determined
under the option entitled "USD Federal Funds - H.15" plus 1% using daily
Reset Dates. The Default Rate will be applied on the basis of Compounding
as if the overdue amount were a Notional Amount and using daily Compounding
Dates, and interest will accrue and be payable before as well as after
judgment.
3. Calculations and Notifications: On or before each Determination Date, the
Calculation Agent shall determine the Fixed Amount due to the Counterparty
on the next succeeding Fixed Rate Payer Payment Date and the Floating
Amount due to the Trust on the next succeeding Floating Rate Payer Payment
Date and the Calculation Agent shall notify the Counterparty in writing of
both (i) the Floating Rate and (ii) the amount of such payment.
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In addition, on each Determination Date the Trust shall deliver to the
Counterparty (by facsimile with hard copy to follow) a statement (the
"Calculation Statement") setting forth with respect to the close of
business on the immediately preceding Distribution Date the Reference Note
Balance as of such Distribution Date.
The Trust will give the Counterparty prompt written notice of any Default
under the Indenture.
4. Credit Downgrade: In the event that the Joint Probability (as defined
below) of the Counterparty and the Offsetting Counterparty (as defined
below) is reduced below AA- by Standard & Poor's Ratings Services and its
successors ("S&P") the Counterparty shall promptly notify the Trust (and
any permitted assignee or transferee of the Trust) of such event and
(unless, within 30 days after such reduction, S&P has reconfirmed the
rating of the Reference Notes or the Other Notes which was in effect
immediately prior to such reduction) the Counterparty, shall within thirty
(30) days of the date of the reduction of the Joint Probability, with the
prior written confirmation of S&P that such arrangement will not result in
the reduction of the rating of any of the Reference Notes or the Other
Notes existing immediately prior to the reduction of the Joint Probability
as a direct result of the reduction of the Joint Probability, either:
(1) (x) obtain a substitute swap provider acceptable to the Trust
(such acceptance not to be unreasonably withheld) and replace this
Transaction with a swap transaction on substantially similar terms or
with such other amendments as consented to in writing by the Trust
(which consent shall not be unreasonably withheld) provided such
replacement would result in a Joint Probability of at least AA-,
except that such substitute swap provider shall thenceforth be the
"Counterparty" hereunder; or (y) replace, with the consent of the then
current Offsetting Counterparty, the swap transaction with the then
current Offsetting Counterparty with a swap transaction with a
replacement Offsetting Counterparty on terms approved by S&P or enter
into a swap transaction with another party such that such party shall
be acting as an intermediary between the Counterparty and the then
current Offsetting Counterparty; or
(2) enter into an ISDA Credit Support Annex with the Trust mutually
acceptable to the Trust and the Counterparty; or
(3) enter into such other credit support arrangements to assure
performance by the Counterparty of its obligations under this
Transaction.
Notwithstanding the foregoing, in the event that the Joint Probability of
the Counterparty and the Offsetting Counterparty is reduced below A-, then
the Counterparty shall promptly notify the Trust (and any permitted
assignee or transferee of the Trust) of such event and (unless, within 30
days after such reduction, S&P has reconfirmed the rating of the Reference
Notes or the Other Notes which was in effect immediately prior to such
reduction) the Counterparty shall within thirty (30) days of the date of
such reduction, with the prior written confirmation of S&P that such
arrangement will not result in the reduction of the rating of any of the
Reference Notes or the Other Notes existing immediately prior to the
reduction of the Joint Probability as a direct result of the reduction of
the Joint Probability, must obtain a substitute swap provider acceptable to
the Trust (such acceptance not to be unreasonably withheld) and replace
this Transaction with a swap transaction on substantially similar terms or
with such other amendments as consented to in writing by the Trust (which
consent shall not be unreasonably withheld) provided such replacement would
result in a Joint Probability of at least AA-, except that such substitute
swap provider shall thenceforth be the "Counterparty" hereunder.
Upon any replacement of the Transaction with a swap transaction with a
substitute swap provider, this Transaction shall terminate without any
payment by either party hereto and any and all collateral posted by the
Counterparty shall be returned to it within three (3) Business Days and any
other form of collateral arrangement
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(including letters of credit, surety bond or other guarantee) provided by
or on behalf of the Counterparty shall terminate.
"Offsetting Counterparty" means General Motors Acceptance Corporation
("GMAC") or any successor thereto under the swap transaction entered into
between (x) the Counterparty and (y) GMAC or any successor thereto or any
intermediary between the Counterparty and GMAC.
"Joint Probability" means the joint probability determined by S&P of the
long-term likelihood of payment under the interest rate swap determined by
locating the intersection of the Counterparty's long term senior unsecured
debt rating and the Offsetting Counterparty's long-term senior unsecured
debt rating in the following table:
OFFSETTING COUNTERPARTY'S RATING VS. COUNTERPARTY'S RATING
O AAA AA+ AA AA- A+ A A- BBB+ BBB BBB-
F
F
S
E
T
T
I
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G
C
O
U
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E
R
P
A
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Y
AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA
AA+ AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA
AA AAA AAA AAA AAA AAA AAA AAA AA+ AA+ AA+
AA- AAA AAA AAA AA+ AA+ AA+ AA+ AA+ AA+ AA
A+ AAA AAA AAA AA+ AA+ AA+ AA+ AA AA AA-
A AAA AAA AAA AA+ AA+ AA AA AA- AA- A+
A- AAA AAA AAA AA+ AA+ AA AA- A+ A+ A
BBB+ AAA AAA AA+ AA+ AA AA- A+ A A A-
BBB AAA AAA AA+ AA+ AA AA- A+ A A- BBB+
BBB- AAA AAA AA+ AA AA- A+ A A- BBB+ BBB
Notwithstanding the foregoing, in the event that the long-term senior
unsecured debt rating of either the Counterparty or the Offsetting
Counterparty is rated below BBB- by S&P, then the Joint Probability shall
be
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the higher of the then current long-term senior unsecured debt rating of
the Counterparty and the Offsetting Counterparty.
In the event that the Counterparty fails to satisfy its obligations set
forth above in this Section 4, the Trust or any permitted assignee or
transferee of the Trust shall have the option, exercisable in its
discretion and with regard to the interests of the Noteholders, within ten
(10) Business Days following the date of expiry of the thirty (30) day
period after the date of the reduction, to designate (in writing) an Early
Termination Date on the basis that such failure shall be treated as a
Termination Event with the Counterparty as the Affected Party. For the
avoidance of doubt, the Counterparty and the Trust acknowledge and agree
that any such failure shall not constitute an Event of Default.
5. Account Details:
Payments to Fixed Rate Payer:
Bank One, National Association
ABA No.: 071000013
A/C: No.: 10-43256 further credit to
CARAT 2000-2 Collection Account No. 205055-000
Attn: K. Richardson
Payments to Floating Rate Payer:
Deutsche Bank AG, New York Branch
Account Name: DBNY
ABA No.: 026003780
Account No.: 100440170004
6. Limited Recourse: Notwithstanding anything to the contrary contained herein
but without limiting the Counterparty's rights under Section 5(a)(i), all
of the obligations of the Trust shall be payable by the Trust only at the
times and to the extent of funds available therefor under the Trust Sale
and Servicing Agreement and, to the extent such funds are not available or
are insufficient for the payment thereof, shall not constitute a claim
against the Trust to the extent of such unavailability or insufficiency
until such time as, and then to the extent that, the Trust has assets
sufficient to pay such prior deficiency. This paragraph shall survive the
termination of this Agreement but in all cases shall expire one year and
one day after the final payment with respect to all notes and certificates
issued by the Trust.
7. Limitation of Liability: It is expressly understood and agreed by the
parties hereto that (a) this Agreement is executed and delivered by Bankers
Trust (Delaware), not individually or personally but solely as Owner
Trustee of Capital Auto Receivables Asset Trust 2000-2 in the exercise of
the powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the
Trust is made and intended not as personal representations, undertakings
and agreements by Bankers Trust (Delaware) but is made and intended for the
purpose for binding only the Trust, (c) nothing herein contained shall be
construed as creating any liability on Bankers Trust (Delaware),
individually or personally, to perform any covenant either expressed or
implied contained herein, all such liability, if any, being expressly
waived by the parties hereto and by any Person claiming by, through or
under the parties hereto and (d) under no circumstances shall Bankers Trust
(Delaware) be personally liable for the payment of any indebtedness or
expenses of the Trust or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the
Trust under this Agreement or any other related documents.
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8. To the extent that a capitalized term in this Transaction is defined by
reference to a related definition contained in any Trust Document, for
purposes of this Transaction only, such capitalized term shall be deemed to
be amended only if the amendment of the term in a Trust Document relating
to such capitalized term occurs with the prior written consent of the
Counterparty.
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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.
CAPITAL AUTO RECEIVABLES ASSET
TRUST 2000-2
By: BANKERS TRUST (DELAWARE),
not in its individual capacity
but solely as Owner Trustee
By: CHARLES C. GREITER
_________________________________
Name: Charles C. Greiter
Title: Attorney-in-Fact
Accepted and confirmed as
of the date first above written:
Deutsche Bank AG, New York Branch
By:__________________________
Name:________________________
Title:_________________________
Accepted and confirmed as
of the date first above written:
Deutsche Bank AG, New York Branch
By:__________________________
Name:________________________
Title:_________________________
Acknowledged and agreed as
of the date first above written:
General Motors Acceptance Corporation, solely as Calculation Agent
By:__________________________
Name:
Title:
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EXHIBIT A
The following terms shall have the following meanings in this Confirmation:
"Determination Date": the tenth (10th) day of each calendar month, or if
such tenth (10th) day is not a Business Day, the next succeeding Business Day.
"Distribution Date": the fifteenth (15th) day of each succeeding calendar
month following the Effective Date or, if such fifteenth (15th) day is not a
Business Day, the next such succeeding Business Day, commencing January 16,
2001.
"Indenture": the Indenture, dated as of December 14, 2000 between the Trust
and the Indenture Trustee, as amended and supplemented from time to time in
accordance with its terms.
"Indenture Trustee": Bank One, National Association, a national banking
association not in its individual capacity but solely as trustee under the
Indenture, or any successor trustee under the Indenture.
"LIBOR": with respect to each Floating Rate Payer Payment Date other than
the initial Floating Rate Payer Payment Date, the rate for deposits in U.S.
Dollars for a period of one month which appears on the Telerate Service Page
3750 as of 11:00 a.m., London time, on the day that is two LIBOR Business Days
prior to the Distribution Date preceding such Floating Rate Payer Payment Date.
If the rate does not appear on that date on the Telerate Service Page 3750 (or
any other page as may replace that page on that service, or if that service is
no longer offered, any other service for displaying LIBOR or comparable rates as
may be selected by the Indenture Trustee after consultation with the Seller),
then LIBOR will be the Reference Bank Rate. For the initial Floating Rate Payer
Payment Date, LIBOR shall be 6.82125%.
"LIBOR Business Day": any day other than a Saturday, Sunday or any other
day on which banks in London are required or authorized to be closed.
"Other Notes": The Class A Asset-Backed Notes issued by the Trust.
"Reference Bank Rate": for any Floating Rate Payer Payment Date, the per
annum rate determined on the basis of the rates at which deposits in U.S.
Dollars are offered by the reference banks (which will be four major banks that
are engaged in transactions in the London interbank market, selected by the
Indenture Trustee after consultation with the Seller) as of 11:00 a.m., London
time, on the day that is two LIBOR Business Days prior to the Distribution Date
preceding such Floating Rate Payer Payment Date to prime banks in the London
interbank market for a period of one month, in amounts approximately equal to
the principal amount of the Reference Notes then outstanding. The Indenture
Trustee will request the principal London office of each of the reference banks
to provide a quotation of its rate. If at least two quotations are provided, the
rate will be the arithmetic mean of the quotations, rounded upwards to the
nearest one-sixteenth of one percent. If on that date fewer than two quotations
are provided as requested, the rate will be the arithmetic mean, rounded upwards
to the nearest one-sixteenth of one percent, of the rates quoted by one or more
major banks in New York City, selected by the Indenture Trustee after
consultation with the Seller, as of 11:00 a.m., New York City time, on that date
to leading European banks for United States dollar deposits for a period of one
month in amounts approximately equal to the principal amount of any and all
classes of Reference Notes then outstanding. If no quotation can be obtained,
then LIBOR will be the rate for the prior Floating Rate Payer Payment Date.
"Reference Note Balance": as of the Effective Date, $557,000,000 and, with
respect to each Distribution Date thereafter, the aggregate principal balance of
any and all outstanding Reference Notes.
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"Seller": Capital Auto Receivables, Inc., which has executed the Trust Sale
and Servicing Agreement as the Seller, or its successor in interest pursuant to
Section 3.03 of the Trust Sale and Servicing Agreement.
"Trust Sale and Servicing Agreement": the Trust Sale and Servicing
Agreement, dated as of December 14, 2000 between the Seller, General Motors
Acceptance Corporation (as Servicer) and the Trust, as amended, modified and
supplemented from time to time in accordance with its terms.
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