EX-10.5



 








Exhibit 10.5




EXECUTION VERSION







	 	 	 
	SWAP 1 CONFIRMATION (A-3b)

	 	
	 
	 	 
	 

	 	November 21, 2007







	 	 	 
	To:
	 	DaimlerChrysler Auto Trust 2007-A
	Contact:
	 	c/o The Bank of New York (Delaware)
	 
	 	100 White Clay Center, Route 273
	 
	 	P.O. Box 6995
	 
	 	Newark, Delaware  19711
	 
	 	Attention: Corporate Trust Administration
	 
	 	Facsimile: +1 (302) 453-4400
	 
	 	 
	Copy:
	 	The Bank of New York
	 
	 	101 Barclay Street, 8W
	 
	 	New York, NY  10286
	 
	 	Attention: Asset Backed Securities Unit
	 
	 	email: jbobko@bankofny.com
	 
	 	 
	 
	 	and
	 
	 	 
	 
	 	DaimlerChrysler Financial Services Americas LLC
	 
	 	CIMS 408-24-05
	 
	 	27777 Inkster Road
	 
	 	Farmington Hills, MI 48335
	 
	 	Attention: Paul Colenso
	 
	 	Facsimile: +1 (248) 427-3595
	 
	 	 
	From:
	 	Goldman Sachs Mitsui Marine Derivative Products, L.P.
	Contact:
	 	85 Broad Street
	 
	 	New York, New York 10004
	 
	 	Attention: Swap Administration
	 
	 	Facsimile: +1 (212) 902-1000






Re:
Interest Rate Swap – A-3b Notes, Reference No LTAA1709884676




Ladies and Gentlemen:




          The purpose of this letter agreement is to confirm the terms and conditions of the Swap
Transaction entered into between Goldman Sachs Mitsui Marine
Derivative Products, L.P. (“Party A”)
and DaimlerChrysler Auto Trust 2007-A (“Party B”) on the Trade Date listed below (the
“Transaction”). This letter constitutes a “Confirmation” as referred to in the Agreement specified
below.




 









 










      
    The definitions and provisions contained in the 2006 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc.) are incorporated into this Confirmation.
For these purposes, all references in those 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.




      
    1. This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement (Multicurrency-Cross Border), including the Schedule thereto, dated as of
November 21, 2007, as amended and supplemented from time to time
(the “Agreement”) between you and us.
All provisions contained in the Agreement govern this Confirmation except as expressly modified
below.




            2. The terms of the particular Transaction to which this Confirmation relates are as
follows:




	 	 	 	 	 
	 

	 	Party A:
	 	Goldman Sachs Mitsui Marine Derivative Products, L.P.
	 
	 	 	 	 
	 

	 	Party B:
	 	DaimlerChrysler Auto Trust 2007-A
	 
	 	 	 	 
	 

	 	Trade Date:
	 	November 21,2007
	 
	 	 	 	 
	 

	 	Effective Date:
	 	November 21, 2007
	 
	 	 	 	 
	 

	 	National Amount:
	 	For the first Calculation Period, the Notional Amount of
this Transaction for purposes of calculating payments
due by either party on the first Payment Date will be $115,000,000.
With respect to any subsequent Calculation
Period up through and including the Calculation Period
ending on but excluding February 8, 2012, the Notional
Amount will be the Note Balance for the A-3b Notes,
after giving effect to all amounts distributed as of the
Payment Date that is the first day of such Calculation
Period, as stated on the Distribution Statement to
Noteholders relating to such Payment Date (the “Actual
Balance”). Party B shall determine the Actual Balance
and shall inform Party A of such determination on such
Payment Date. For the avoidance of doubt, after the
first Calculation Period, Party B shall notify Party A
on each Floating Rate Payer Payment Date of the Actual
Balance, determined in accordance with the foregoing
sentence, relating to the Notional Amount that relates
to the next Floating Rate Payer Payment Date.
	 
	 	 	 	 
	 

	 	 	 	For the avoidance of doubt, the Notional Amount shall
not be reduced as a result of a liquidation of
Collateral following an “Event of Default” (as defined
in the Indenture).
	 
	 	 	 	 
	 

	 	Termination Date:
	 	The earlier of (i) February 8, 2012, not subject to
adjustment with respect to the Fixed Rate Payer payment
obligations and subject to adjustment in accordance with
the Following Business Day Convention with respect to
the Floating Rate Payer payment obligations or (ii) the







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	 	 	 	date on which the Notional Amount is equal to zero.

	 	 
	 	 	 	 
	          Fixed Amounts	 	 
	 	 
	 	 	 	 
	 
	 	Fixed Rate Payer:	 	Party B.
	 	 
	 	 	 	 
	 	 
	Fixed Rate Payer Payment Date:	The
8th day
of each calendar month, commencing December 8, 2007, and ending on the
Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.
	 	 
	 	 	 	 
	 	 
	Fixed Rate:	5.136%.
	 	 
	 	 	 	 
	 	 
	Fixed Rate Day Count Fraction:	30/360
	 	 
	 	 	 	 
	 	 
	Fixed Rate Period End Dates:	No Adjustment
	 	 
	 	 	 	 
	          Floating Amounts	 	 
	 	 
	 	 	 	 
	 	 
	Floating Rate Payer:	Party A.
	 	 
	 	 	 	 
	 	 
	Floating Rate Payer Payment Dates:	The
8th   day   of   each   calendar   month,   commencing December 8, 2007, and ending on the
Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.
	 	 
	 	 	 	 
	 	 
	Spread:	Plus 0.68%
	 	 
	 	 	 	 
	 	 
	Floating Rate Option:	USD-LIBOR-BBA.
	 	 
	 	 	 	 
	 	 
	Designated Maturity:	One month.
	 	 
	 	 	 	 
	 	 
	Floating Rate Day Count Fraction:	Actual/360.
	 	 
	 	 	 	 
	 	 
	Reset Dates:	The first day of each Floating
Payer Calculation Rate Period.
	 	 
	 	 	 	 
	 	 
	Floating Rate Period End Dates:	Adjusted in accordance with the Modified Following Business Day Convention
	 	 
	 	 	 	 
	 	 
	Business Days:	New York






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	            3. Account Details
	 	 
	 	 	 
	            Payments to Party A:
	 	Citibank
	 	 	New York, New York
	 	 	ABA No.: 021000089
	 	 	Account No.: 40670834
	 	 	Entity Name: Goldman Sachs Capital
Markets, L.P.
	 	 	 
	            Payments to Party B:
	 	Citibank, N.A.
	 	 	New York, New York
	 	 	ABA No.: 021000089
	 	 	Account No.: 36172242
	 	 	Ref: DCAT 2007-A Deposit A/C ASTRA #107156
	 	 	 
	            Party A Operations Contact:
	 	Goldman Sachs Capital Markets, L.P.
	 	 	85 Broad Street
	 	 	New York, New York 10004
	 	 	Attention: Swap Administration
	 	 	Telephone: +1 (212) 902-1000
	 	 	Telefax: +1 (212) 902-5692
	 	 	 
	            Party B Operations Contact:
	 	Citibank, N.A.
	 	 	Attention: Cirino Emanuele
	 	 	Telephone: +1 (212) 816-5614
	 	 	Telefax: +1 (212) 816-5527







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          Please confirm that the foregoing correctly sets forth the terms of our agreement by executing
this Confirmation (Party A Reference Number LTAA1709884676) and returning it to us.




	 	 	 	 	 	 	 	 	 
	 	 	Best Regards,
	 
	 	 	 	 	 	 	 	 
	 	 	GOLDMAN SACHS MITSUI MARINE DERIVATIVE PRODUCTS, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	GSMMDPGP, INC.,	 	 
	 	 	its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ D. Karamoshos	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Despina Karamoshos	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DAIMLERCHRYSLER AUTO TRUST 2007-A
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	THE BANK OF NEW YORK (DELAWARE)	 	 
	 	 	not in its individual capacity but solely as Owner Trustee
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kristine K. Gullo	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Kristine K. Gullo	 	 
	 

	 	 	 	Title:	 	Vice President 	 	 






GS/DCAT 2007-A SWAP 1 CONFIRMATION (A-3b)