Exhibit 99.7
August 8, 2002
Deutsche Bank AG, New York branch
31 West 52/nd/ Street
New York, New York 10019
RE: Confirmation of Primary Swap Relating to the Class A-4 Notes
Dear Ladies and Gentlemen:
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction (the "Primary Swap") entered into between
Deutsche Bank AG New York branch (the "Counterparty"), and Capital Auto
Receivables Asset Trust 2002-3 (the "Trust") as of the Trade Date listed below
(the "Transaction"). This letter constitutes a "Confirmation" as referred to in
the Primary ISDA Agreement specified below.
1. The definitions and provisions contained in the 2000 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 as of August 8,
2002. The agreement is comprised of the printed form of such agreement
as published by ISDA, as supplemented and modified by a Schedule (the
"Primary ISDA Agreement").
This Confirmation constitutes a binding agreement between you and us
and will supplement, form a part of, and be subject to the Primary ISDA
Agreement described above as amended and supplemented from time to
time.
The Counterparty and the Trust acknowledge that this Transaction
relates to the Class A-4 Floating Rate Asset Backed Notes (the
"Reference Notes") issued by the Trust for value pursuant to and
subject to the Indenture.
Capitalized terms used and not otherwise defined herein, in the Primary
ISDA Agreement or in the Definitions shall have the meanings assigned
to them in Exhibit A or Exhibit B hereto, as applicable.
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
Notional Amount: $334,500,00.00, 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: July 30, 2002
Effective Date: August 8, 2002
Termination Date: The earlier of the close of business on (i) February
17, 2009 and (ii) the Fixed Rate Payer Payment Date on which the
Notional Amount is reduced to zero.
Fixed Amounts:
Fixed Rate Payer: The Trust
Fixed Rate Payer Period End Dates: The 15th calendar day of
each month, commencing September 15, 2002 to and including
February 17, 2009, in each case, subject to adjustment in
accordance with the Following Business Day Convention.
Fixed Rate Payer Payment Date: One Business Day prior to each
Distribution Date.
Fixed Rate: 3.950%.
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: Each Fixed Rate Payer Payment Date.
Reset Dates: Each Distribution Date.
Floating Rate: LIBOR (as defined in Exhibit A hereto).
Spread: Plus 11 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.
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:
(a) In the event that the Joint Probability is reduced below AA-
in the case of S&P or Aa3, in the case of Moody's, the
Offsetting Counterparty shall promptly notify the Trust (and
any permitted assignee or transferee of the Trust) and the
Counterparty of such event and (unless, within thirty (30)
days after such reduction, the applicable Rating Agency has
reconfirmed the ratings of the Reference Notes and the Other
Securities that were in effect immediately prior to such
reduction) the Counterparty shall within thirty (30) days of
receipt of notice of such reduction, with the prior written
confirmation of the applicable Rating Agency that such
arrangement will not result in the reduction of the rating of
any of the Reference Notes or the Other Securities existing
immediately prior to the reduction of the applicable Joint
Probability, either:
(i) obtain a substitute swap provider (the "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 an S&P
Joint Probability of at least AA- and a Moody's Joint
Probability of at least Aa3a; or
(ii) enter into an ISDA Credit Support Annex with the
Trust mutually acceptable to the Trust and the
Counterparty; or
(iii) enter into such other credit support arrangements to
assure performance by the Counterparty of its
obligations under this Transaction.
(b) At any time within thirty (30) days of receipt of notice of
the reduction of the applicable Joint Probability, the
Counterparty may provide the Trust and the Offsetting
Counterparty a written request that (a) the Trust and the
Offsetting Counterparty terminate the Fallback Swap
Transaction and (b) the Trust enter into a replacement swap
transaction (the "Replacement Fallback Swap Transaction") with
another party identified (by the Counterparty at its own
expense) in the written request (the "Replacement Offsetting
Counterparty") on terms substantially the same as the Fallback
Swap Transaction; provided that the Replacement Fallback Swap
Transaction and the Replacement Offsetting Counterparty would
result in an S&P Joint Probability Rating of at least AA- and
a Moody's Joint Probability of a least Aa3. To the extent the
Trust and Offsetting Counterparty, in their sole and absolute
discretion, terminate the Fallback Swap Transaction and the
Trust, in its sole and absolute discretion, enters into the
Replacement Fallback Swap Transaction with the Fallback
Offsetting Counterparty, in each case, within thirty (30) days
of receipt of notice of the reduction of the Joint
Probability, the Counterparty will have no further obligations
under paragraph (a) above.
(c) Notwithstanding paragraphs (a) and (b) above, in the event
that the Joint Probability is reduced below A- in the case of
S&P, or A3, in the case of Moody's, the Offsetting
Counterparty shall promptly notify the Trust (and any
permitted assignee or transferee of the Trust) and the
Counterparty of such event and (unless, within thirty (30)
days after such reduction the applicable Rating Agency has
reconfirmed the ratings of the Reference Notes and the Other
Securities that were in effect immediately prior to such
reduction) the Counterparty shall within thirty (30) days of
receipt of notice of such reduction, with the prior written
confirmation of the applicable Rating Agency that such
arrangement will not result in the reduction of the rating of
any of the Reference Notes or the Other Securities existing
immediately prior to the reduction of the applicable Joint
Probability as a direct result of the reduction of such Joint
Probability, 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
3
amendments as consented to in writing by the Trust (which
consent shall not be unreasonably withheld); provided such
replacement would result in an S&P Joint Probability of at
least AA- or a Moody's Joint Probability of Aa3.
(d) Upon any replacement of this Transaction with a swap
transaction with a Substitute Swap Provider, who thenceforth
shall be the "Counterparty" hereunder, 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 (including letters of credit,
surety bond or other guarantee) provided by or on behalf of
the Counterparty shall terminate.
(e) 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 receipt of notice of the reduction (unless,
within thirty (30) days of receipt of notice of such
reduction, the applicable Rating Agency has reconfirmed the
rating of the Reference Notes that was in effect immediately
prior to such 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:
Account Details:
Payments to Fixed Rate Payer:
Bank One, National Association
ABA No.: 071000013
A/C: No.: 10-43256 further credit to
CARAT 2002-3 Collection Account No. 2600076000
Attn: Keith Richardson
Payments to Floating Rate Payer:
Deutsche Bank AG New York branch
ABA: 026-003-780
Account Number: 100440170004
Account Name: DBNY
Reference: CARAT 2002-3
Ref. No. N187418N
Attn: Eric Lip
6. Limited Recourse: Notwithstanding anything to the contrary contained
herein but without limiting the Counterparty's rights under Section
5(a)(i) of the Primary ISDA Agreement, 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
Deutsche Bank Trust Company Delaware, not individually or personally
but solely as Owner Trustee of the Trust in the exercise of the powers
and authority conferred and vested in it,
4
(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 Deutsche Bank Trust
Company 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 Deutsche Bank Trust Company 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 Deutsche
Bank Trust Company 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.
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.
9. Acknowledgment and Ratification: The Trust acknowledges and agrees that
this Confirmation is the legal, valid and binding obligation of the
Trust, enforceable in accordance with its terms, not withstanding that
the Trade Date precedes the date upon which the Trust was formed, and
the Trust hereby ratifies and confirms all actions taken on its behalf
in respect of this Confirmation prior to the date hereof.
* * * *
5
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 2002-3
By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in
its individual capacity but solely as Owner
Trustee
By: /s/ Man Wing Li
---------------------------------------------
Name: Man Wing Li
Title: Attorney-In-Fact
Accepted and confirmed as of the date first written
above
DEUTSCHE BANK AG NEW YORK BRANCH
By: ___________________________________
Name: ___________________________________
Its: ___________________________________
By: ___________________________________
Name: ___________________________________
Its: ___________________________________
Accepted and confirmed as of the date first written
above
GENERAL MOTORS ACCEPTANCE CORPORATION, solely as
Calculation Agent
By: R.L. Straub
-----------------------------------
Name: R.L. Straub
Its: Manager - Securitization
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 September 16,
2002.
"Indenture": the Indenture, dated as August 8, 2002, 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, 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, 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 (or, in the case of the
initial Floating Rate Payer Payment Date, two LIBOR Business Days prior to
Closing 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.
"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 Securities": Class A-1, Class A-2a, Class A-2b and Class A-3 Notes
and Certificates 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
Calculation Agent) 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 Calculation Agent 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 Calculation Agent, 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 the
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, $334,500,000.00 and,
with respect to each Distribution Date thereafter, the aggregate principal
balance of any and all outstanding Reference Notes.
"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.
A-1
"Trust Sale and Servicing Agreement": the Trust Sale and Servicing
Agreement, dated as August 8, 2002, 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.
2
EXHIBIT B
"Contingent Party": the Offsetting Counterparty or the Replacement
Offsetting Counterparty, as applicable.
"Fallback Swap Transaction": the swap transaction entered into by the Trust
and the Offsetting Counterparty relating to the Class A-4 Notes.
"Joint Probability": the Moody's Joint Probability or the S&P Joint
Probability, as applicable.
"Moody's": Moody's Investors Service, Inc. and its successors.
"Moody's Joint Probability" means the joint probability determined by
Moody's of the long-term likelihood of payment under this interest rate swap
determined by locating the intersection of the long-term unsecured debt ratings
of the Primary Party and the Contingent Party on the table below headed "Implied
Joint Support Rating for Medium Correlation Case" (except that, for any pairing
other than the initial Primary Party with the initial Contingent Party, the
table below to be used shall be the table headed "Implied Joint Support Rating
for Low Correlation Case" or the table headed "Implied Joint Support Rating for
High Correlation Case" if so specified by Moody's within five days after Moody's
has received notice of a potential pairing of a Primary Party with a Contingent
Party).
IMPLIED JOINT SUPPORT RATING FOR HIGH CORRELATION CASE
Rating of the Higher Rated Party
---------------------------------------------------------------------------------------------------------------
Rating Aaa Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Baa3 Ba1 Ba2 Ba3 B1 B2 B3 Caa
of the ---------------------------------------------------------------------------------------------------------------
Lower Aaa Aaa
Rated ---------------------------------------------------------------------------------------------------------------
Party Aa1 Aaa Aaa
---------------------------------------------------------------------------------------------------------------
Aa2 Aaa Aaa Aa1
---------------------------------------------------------------------------------------------------------------
Aa3 Aaa Aaa Aa1 Aa2
---------------------------------------------------------------------------------------------------------------
A1 Aaa Aaa Aa1 Aa2 Aa3
---------------------------------------------------------------------------------------------------------------
A2 Aaa Aaa Aa1 Aa2 Aa3 A1
---------------------------------------------------------------------------------------------------------------
A3 Aaa Aaa Aa1 Aa2 Aa3 A1 A2
---------------------------------------------------------------------------------------------------------------
Baa1 Aaa Aaa Aa1 Aa2 Aa3 A1 A2 A3
---------------------------------------------------------------------------------------------------------------
Baa2 Aaa Aaa Aa1 Aa2 Aa3 A1 A2 A3 Baa1
---------------------------------------------------------------------------------------------------------------
Baa3 Aaa Aaa Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2
---------------------------------------------------------------------------------------------------------------
Ba1 Aaa Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Baa3 Ba1
---------------------------------------------------------------------------------------------------------------
Ba2 Aaa Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Baa3 Ba1 Ba2
---------------------------------------------------------------------------------------------------------------
Ba3 Aaa Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Baa3 Ba1 Ba2 Ba3
---------------------------------------------------------------------------------------------------------------
B1 Aaa Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Baa3 Ba1 Ba2 Ba3 B1
---------------------------------------------------------------------------------------------------------------
B2 Aaa Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Baa3 Ba1 Ba2 Ba3 B1 B2
---------------------------------------------------------------------------------------------------------------
B3 Aaa Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Baa3 Ba1 Ba2 Ba3 B1 B2 B3
---------------------------------------------------------------------------------------------------------------
Caa Aaa Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Baa3 Ba1 Ba2 Ba3 B1 B2 B3 Caa
---------------------------------------------------------------------------------------------------------------
IMPLIED JOINT SUPPORT RATING FOR MEDIUM CORRELATION CASE
Rating of the Higher Rated Party
-----------------------------------------------------------------------------------------------------
Aaa Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Baa3 Ba1 Ba2 Ba3 B1 B2 B3 Caa
-----------------------------------------------------------------------------------------------------
Aaa Aaa
-----------------------------------------------------------------------------------------------------
Aa1 Aaa Aaa
-----------------------------------------------------------------------------------------------------
Aa2 Aaa Aaa Aa1
-----------------------------------------------------------------------------------------------------
Aa3 Aaa Aaa Aa1 Aa1
-----------------------------------------------------------------------------------------------------
A1 Aaa Aaa Aa1 Aa1 Aa1
-----------------------------------------------------------------------------------------------------
A2 Aaa Aaa Aa1 Aa1 Aa2 Aa2
(a) -----------------------------------------------------------------------------------------------------
A3 Aaa Aaa Aa1 Aa1 Aa2 Aa2 Aa3
-----------------------------------------------------------------------------------------------------
Baa1 Aaa Aaa Aa1 Aa1 Aa2 Aa3 A1 A2
-----------------------------------------------------------------------------------------------------
Baa2 Aaa Aaa Aa1 Aa1 Aa2 Aa3 A1 A2 A3
-----------------------------------------------------------------------------------------------------
Baa3 Aaa Aaa Aa1 Aa1 Aa2 Aa3 A1 A2 A3 Baa2
-----------------------------------------------------------------------------------------------------
Ba1 Aaa Aa1 Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Baa3
-----------------------------------------------------------------------------------------------------
Ba2 Aaa Aa1 Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Ba1 Ba1
-----------------------------------------------------------------------------------------------------
Ba3 Aaa Aa1 Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa3 Ba1 Ba1 Ba2
-----------------------------------------------------------------------------------------------------
Rating of the Lower Rated Party (a)
IMPLIED JOINT SUPPORT RATING FOR LOW CORRELATION CASE
Rating of the Higher Rated Party
-------------------------------------------------------------------------------------------------------
Aaa Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Baa3 Ba1 Ba2 Ba3 B1 B2 B3 Caa
-------------------------------------------------------------------------------------------------------
Aaa Aaa
-------------------------------------------------------------------------------------------------------
Aa1 Aaa Aaa
-------------------------------------------------------------------------------------------------------
Aa2 Aaa Aaa Aaa
-------------------------------------------------------------------------------------------------------
Aa3 Aaa Aaa Aaa Aaa
-------------------------------------------------------------------------------------------------------
A1 Aaa Aaa Aaa Aaa Aaa
-------------------------------------------------------------------------------------------------------
A2 Aaa Aaa Aaa Aaa Aaa Aa1
-------------------------------------------------------------------------------------------------------
A3 Aaa Aaa Aaa Aaa Aaa Aa1 Aa2
-------------------------------------------------------------------------------------------------------
Baa1 Aaa Aaa Aaa Aaa Aaa Aa1 Aa3 Aa3
(a) -------------------------------------------------------------------------------------------------------
Baa2 Aaa Aaa Aaa Aaa Aaa Aa1 Aa3 A1 A1
-------------------------------------------------------------------------------------------------------
Baa3 Aaa Aaa Aaa Aaa Aa1 Aa1 Aa3 A1 A1 Baa1
-------------------------------------------------------------------------------------------------------
Ba1 Aaa Aaa Aaa Aa1 Aa1 Aa2 A1 A1 A2 Baa1 Baa3
-------------------------------------------------------------------------------------------------------
Ba2 Aaa Aaa Aa1 Aa1 Aa1 Aa2 A1 A1 A2 Baa2 Baa3 Ba1
-------------------------------------------------------------------------------------------------------
Ba3 Aaa Aaa Aa1 Aa1 Aa2 Aa3 A1 A2 A3 Baa2 Baa3 Ba1 Ba2
-------------------------------------------------------------------------------------------------------
B1 Aaa Aa1 Aa1 Aa2 Aa3 Aa3 A1 A3 Baa1 Baa2 Ba1 Ba1 Ba2 Ba3
-------------------------------------------------------------------------------------------------------
B2 Aaa Aa1 Aa2 Aa2 Aa3 A1 A2 A3 Baa1 Baa3 Ba1 Ba1 Ba3 Ba3 B1
-------------------------------------------------------------------------------------------------------
B3 Aaa Aa1 Aa2 Aa3 A1 A1 A3 Baa1 Baa2 Baa3 Ba1 Ba2 Ba3 B1 B1 B3
-------------------------------------------------------------------------------------------------------
Caa Aaa Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Baa3 Ba1 Ba2 Ba3 B1 B2 B3 Caa
-------------------------------------------------------------------------------------------------------
Rating of the Lower Rated Party (a)
Notwithstanding the foregoing, in the event that under the Triparty Agreement
the Offsetting Counterparty has acceded to the rights of the Counterparty and no
swap transaction has been effected with an additional contingent counterparty or
replacement swap counterparty under the circumstances contemplated by Section
2.02 of the Triparty Agreement, then the term "Moody's Joint Probability" shall
refer to the Offsetting Counterparty's long term
B-2
senior unsecured credit rating assigned by Moody's (and, for avoidance of doubt,
the obligations of the Counterparty specified in Section 4 of this Confirmation
shall constitute obligations of the Offsetting Counterparty).
"Offsetting Counterparty" means General Motors Acceptance Corporation or
any successor thereto ("GMAC") under the Fallback Swap Transactions entered into
between the Trust and GMAC.
"Primary Party": the Counterparty, unless a Substitute Swap Provider has
been obtained, in which case it shall be the Substitute Swap Provider or, if
applicable, a guarantor thereof.
"Rating Agency": each of S&P and Moody's.
"S&P": Standard & Poor's Ratings Services and its successors.
"S&P 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:
PRIMARY PARTY
-----------------------------------------------------------------------------------------------------------
AAA AA+ AA AA- A+ A A- BBB+ BBB BBB-
-----------------------------------------------------------------------------------------------------------
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) -----------------------------------------------------------------------------------------------------------
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
---------------------------------------------------------------------------------------------------------
CONTINGENT PARTY (a)
Notwithstanding the foregoing, (i) in the event that the long-term senior
unsecured debt rating of either the Primary Party or the Contingent Party is
rated below BBB- by S&P, then the S&P Joint Probability shall be the higher of
the then current long-term senior unsecured debt rating of the Primary Party and
the Contingent Party and (ii) in the event that under the Triparty Agreement the
Offsetting Counterparty has acceded to the rights of the Counterparty and no
swap transaction has been effected with an additional contingent counterparty or
replacement swap counterparty under the circumstances contemplated by Section
2.02 of the Triparty Agreement, then the term "S&P Joint Probability" shall
refer to the Offsetting Counterparty's long-term senior unsecured credit rating
assigned by S&P (and, for the avoidance of doubt, the obligations of the
Counterparty specified in Section 4 of this Confirmation shall constitute
obligations of the Offsetting Counterparty).
"Triparty Agreement": the Triparty Contingent Assignment Agreement, dated
August 8, 2002, among the Trust, the Offsetting Counterparty and the
Counterparty.
B-3