Exhibit 99.5
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-1 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-1 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: $1,162,000,000.00, 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) December 15,
2004 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 December 15,
2004, 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: 2.445%.
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 4 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.
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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) and such Substitute
Swap Provider shall thenceforth be the "Counterparty" hereunder;
provided such replacement would result in an S&P Joint
Probability of at least AA- and a Moody's Joint Probability of
at least Aa3; 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
3
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- 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. N187420N
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
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solely as Owner Trustee of the Trust 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 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: /s/ 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-2a, Class A-2b, Class A-3 and Class A-4 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, $1,162,000,000.00 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.
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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-1 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
of
the
Lower
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 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
------------------------------------------------------------------------------------------------------------
Rating
of
the
Lower
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
------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------
IMPLIED JOINT SUPPORT RATING FOR LOW CORRELATION CASE
Rating of the Higher Rated Party
------------------------------------------------------------------------------------------------------------
Rating
of
the
Lower
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
------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------
CONTINGENT
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 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, (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