Exhibit 4.6
MORGAN STANLEY DEAN WITTER
29 September 2003
To: GE FINANCIAL ASSURANCE HOLDINGS INC.
Attn: David Heller
E Mail Address: David Heller
From: MORGAN STANLEY DERIVATIVE PRODUCTS INC.
Re: Transaction Ref. No. CEAGG
THIS CONFIRMATION AMENDS AND RESTATES IN ITS ENTIRETY THE PREVIOUS CONFIRMATION FOR THIS TRANSACTION.
Amendment(s): Business Days for JPY/ USD/ Initial and Final Exchange
Dear Sir or Madam:
The purpose of this facsimile is to set forth the terms and conditions of the transaction entered into between MORGAN STANLEY DERIVATIVE PRODUCTS INC. and GE FINANCIAL ASSURANCE HOLDINGS INC. on the Trade Date specified below (the “Transaction”). This facsimile constitutes a “Confirmation” as referred to in the Agreement as specified below.
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. 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 the Definitions and this Confirmation, this Confirmation will govern.
Neither Morgan Stanley, Morgan Stanley Capital Services Inc, Morgan Stanley & Co. International Limited nor any other subsidiary or affiliate of Morgan Stanley (other than Party A) is an obligor on the transaction that is the subject of this Confirmation.
This Confirmation supplements, forms part of, add is subject to the ISDA Master Agreement dated as of 2 March 2000, as amended and supplemented from time to time (the “Agreement”), between MORGAN STANLEY DERIVATIVE PRODUCTS INC. and you. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.
The terms of the particular Transaction to which this Confirmation relates are as follows:
|
Party A: |
|
MORGAN STANLEY DERIVATIVE PRODUCTS INC. |
|
Party B: |
|
GE FINANCIAL ASSURANCE HOLDINGS INC. |
|
Trade Date: |
|
18 September 2003 |
|
Effective Date: |
|
22 September 2003 |
|
Termination Date: |
|
20 June 2011 |
|
|
|
|
|
Fixed Amounts |
|
|
|
Fixed Rate Payer: |
|
Party A |
|
Fixed Rate
payer Currency |
|
JPY 57,000,000,000 |
|
Fixed Rate Payer Payment Dates: |
|
On 20 June and 20 December in each year, from and including 20 December 2003 to and including 20 June 2011, subject to adjustment in accordance with the Following Business Day Convention with No Adjustment to Period End Dates |
|
|
|
|
|
|
|
|
|
Fixed Rate: |
|
1.60000 % |
|
Fixed Rate Day Count Fraction: |
|
30/360 |
|
|
|
|
|
Fixed Amounts |
|
|
|
Fixed Rate Payer: |
|
Party B |
|
Fixed Rate
Payer Currency |
|
USD 490,956,07235 |
|
Fixed Rate Payer Payment Dates: |
|
On 20 June And 20 December in each year, from and including 20 December 2003 to and including 20 June 2011, subject to adjustment in accordance with the Following Business Day Convention with No Adjustment to Period End Dates |
|
Fixed Rate: |
|
4.84000 % |
|
Fixed Rate Day Count Fraction: |
|
30/360 |
|
|
|
|
|
Initial Exchanges: |
|
|
|
Initial Exchange Date: |
|
22 September 2003, subject to adjustment in accordance with the Following Business Day Convention. |
|
Party A Initial Exchange Amount: |
|
USD 490,956,072.35 |
|
Party B Initial Exchange Amount: |
|
JPY 57,000,000,000 |
|
|
|
|
|
Final Exchanges: |
|
|
|
Final Exchange Date: |
|
20 June 2011, subject to adjustment in accordance with the Following Business Day Convention. |
|
Party B Final Exchange Amount: |
|
USD 490,956,072.35 |
|
Party A Final Exchange Amount: |
|
JPY 57,000,000,000 |
|
|
|
|
|
Business Days for JPY: |
|
London, New York And Tokyo |
|
Business Days for USD |
|
London, New York And Tokyo |
|
|
|
|
|
Business Days for Initial and Final Exchange: |
|
London, New York And Tokyo |
|
Calculation Agent: |
|
Party A, or as specified in the Agreement |
|
|
|
|
|
Other Provisions: |
|
|
|
None |
|
|
|
|
|
|
|
Account Details: |
|
|
|
Account for payments to Party A: |
|
|
|
Account for payments in JPY : |
|
UFJ Bank Ltd., Tokyo |
|
|
|
A/C No: 2506-2001/1 |
|
|
|
A/C Morgan Stanley Derivative Products |
|
Account for payments in USD : |
|
JPMorgan Chase Bank, New York |
|
|
|
A/C No: 9301034840 |
|
|
|
ABA No: 021-000-021 |
|
|
|
A/C Morgan Stanley Derivative Products |
|
Account for payments to Party B: |
|
|
|
Account for payments in JPY : |
|
Please supply details |
|
Account for payments in USD |
|
Please supply details |
|
|
|
|
|
Documentation and Operations Contacts: |
||
|
Documentation: |
|
Telephone Tokyo (813) 5424 7448/7449/4710 |
|
|
|
Facsimile Tokyo (813) 5424 4788 |
|
Operations: |
|
Telephone Tokyo (813) 5424 4747/4748 |
|
|
|
Facsimile Tokyo (813) 5424 7895 |
Confirmation:
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us, or by sending to us a facsimile substantially similar to this facsimile which sets forth the material terms of the Transaction to which this Confirmation relates and indicates agreement to those terms.
We are delighted to have executed this Transaction with you and look forward to working with you again.
Yours sincerely,
|
By: |
|
|
||
|
Name: |
||||
|
Title: |
||||
|
MORGAN STANLEY DERIVATIVE PRODUCTS INC. |
||||
|
|
||||
|
Confirmed as of the date first written above: GE FINANCIAL ASSURANCE HOLDINGS INC. |
||||
|
|
||||
|
By: |
/s/ DENNIS R. SWEENEY |
|
||
|
Name: |
Dennis R. Sweeney |
|
||
|
Title: |
Vice President & Assistant Treasurer |
|
||