EX-10.4



 





Exhibit 10.4



EXECUTION VERSION








	 	 	 
	SWAP 1 CONFIRMATION (A-2b)

	 	
	 
	 	 
	 

	 	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-2b Notes, Reference No LTAA17079884645





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
	 
	 	 
	Notional 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
$630,000,000. With respect to any subsequent Calculation
Period up through and including the Calculation Period
ending on but excluding March 8, 2011, the Notional
Amount will be the Note Balance for the
A-2b 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) March 8, 2011, subject to adjustment in
accordance with the Modified Following Business Day
Convention with respect to the Floating Rate Payer
Payment obligations and subject to No Adjustment with
respect to the Fixed Rate Payer Payment obligations or
(ii) the date on which the Notional Amount is equal to
zero, subject to adjustment in accordance with the






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	 	 	Following Business Day Convention. 
	 
	 	 	 	 
	          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:
	 	 5.135%.
	 
	 	 	 	 
	 

	 	Fixed Rate Day Count Fraction:	 	 30/360
	 

	 	 
	 	
	 
	 	 	 	 
	 

	 	Fixed Rate Payer 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.
	 
	 	 	 	 
	 

	 	Floating Rate for
the initial Calculation Period:
	 	(The Linear Interpolation of USD-LIBOR-BBA with a
Designated Maturity of 2 weeks and USD-LIBOR-BBA
with a Designated Maturity of 1 Month.) plus
Floating Rate Spread
	 
	 	 	 	 
	 

	 	Spread:
	 	Plus 0.58%
	 
	 	 	 	 
	 

	 	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 Rate Payer
Calculation Period.
	 
	 	 	 	 
	 

	 	Floating Rate Payer Period End Dates:	 	Adjusted in accordance with the
Modified Following







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	 	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 LTAA17079884645) 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-2b)