EX-99.2 4 d519154.htm SWAP CONTRACT CONFIRMATION Unassociated Document
EXHIBIT 99.2

 
Lehman Brothers
Transaction

Date:
16 May, 2006
 
To:
Countrywide Home Loans, Inc.
Attention: Documentation Unit
 
From
Lehman Brothers Special Financing Inc.
Mandy Lee - Confirmations Group
Facsimile: (+1)646-885-9551 (United States of America)
Telephone: 212-526-9257
 
Ref. Numbers: Risk ID: 1199119L, 1199115L, 1199111L / Effort ID: N923303 / Global Deal ID: 2497518, 2497513, 2497580

Dear Sir or Madam:
 
The purpose of this communication (the “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Lehman Brothers Special Financing Inc. (“Party A”) and Countrywide Home Loans, Inc. (“Party B”) on the Trade Date specified below. This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
 
This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 06 June, 1996, as amended and supplemented from time to time, between Party A and Party B (the “Agreement”). All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below.
 
The definitions and provisions contained in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. (the “Definitions”) are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and the terms of this Confirmation, this Confirmation will govern. For the purpose of the Definitions, references herein to a “Transaction” shall be deemed to be references to a “Swap Transaction”.
 
Party A and Party B each represents that entering into the Transaction is within its capacity, is duly authorized and does not violate any laws of its jurisdiction of organization or residence or the terms of any agreement to which it is a party. Party A and Party B each represents that (a) it is not relying on the other party in connection with its decision to enter into this Transaction, and neither party is acting as an advisor to or fiduciary of the other party in connection with this Transaction regardless of whether the other party provides it with market information or its views; (b) it understands the risks of the Transaction and any legal, regulatory, tax, accounting and economic consequences resulting therefrom; and (c) it has determined based upon its own judgment and upon any advice received from its own professional advisors as it has deemed necessary to consult that entering into the Transaction is appropriate for such party in light of its financial capabilities and objectives. Party A and party B each represents that upon due execution and delivery of this Confirmation, it will constitute a legally valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable principles of bankruptcy and creditors’ rights generally and to equitable principles of general applications.
 

LEHMAN BROTHERS SPECIAL FINANCING INC.
LEHMAN BROTHERS INC.
745 SEVENTH AVENUE, NEW YORK, NY 10019
 

 
The terms of the particular Transaction to which this Confirmation relates are as follows:
 
General Terms:
   
Trade Date:
 
03 May, 2006
     
Effective Date:
 
30 May, 2006
     
Termination Date:
 
25 April, 2009
     
   
For purposes of the final Calculation Period on the Floating Amounts, Termination Date will be subject to adjustment in accordance with the Following Business Day Convention, and for purposes of the final Calculation Period on the Fixed Amounts, Termination Date will be subject to No Adjustment.
     
Notional Amount:
 
With respect to each Calculation Period, the lesser of (i) the Notional Amount as set forth in Appendix A attached hereto and (ii) the aggregate Principal Balance of the Reference Assets on or about the 15th calendar day of each month, commencing in the month of June 2006.
     
Referenced Assets:
 
CWABS Trust Series 2006-BC2 Class 1-A (Cusip: 22237JAA5), Class 2-A-1 (Cusip: 22237JAB3), Class 2-A-2 (Cusip: 22237JAC1), Class 2-A-3 (Cusip: 22237JAD9), Class 2-A-4 (Cusip: 22237JAE7), Class M-1 (Cusip: 22237JAF4), Class M-2 (Cusip: 22237JAG2), Class M-3 (CUSIP 22237JAH0, Class M-4 (Cusip: 22237JAJ6), Class M-5 Cusip: 22237JAK3), Class M-6 (Cusip: 22237JAL1), Class M-7 (Cusip: 22237JAM9), Class M-8 (Cusip: 22237JAN7), Class M-9 (Cusip: 22237JAP2), Class B (Cusip: 22237JAQ0),
     
Principal Balance:
 
As reported on Bloomberg Financial Services, Inc. (“Bloomberg”): by entering the Cusip, <Mtge>, type “pdi4”, <Go>. If Bloomberg fails to publish the aggregate Principal Balance of the Referenced Assets or the parties fail to agree on the aggregate Principal Balance of the Referenced Assets for any Calculation Period, the aggregate Principal Balance of the Referenced Assets shall be determined by the Calculation Agent pursuant to the Pooling and Servicing Agreement dated as of 01 May, 2006 among CWABS, Inc. as depositor, Park Monaco Inc., as a seller, Park Sienna LLC, as a seller, Countrywide Home Loans, Inc. as a seller, Countrywide home Loans Servicing LP, as master servicer, and The Bank of New York, as trustee.
     
Floating Amounts:
   
Floating Amount Payer:
 
Party A
     
Floating Amount Payer Period End Dates:
 
The 25th calendar day of each month, from and including 25 June, 2006 to and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.
     
Floating Amount Payer Payment Dates:
 
One (1) Business Days prior to each Floating Amount Payer Period End Date.
     
Floating Rate Option:
 
USD-LIBOR-BBA
     
Designated Maturity:
 
1 month
     
Spread:
 
Inapplicable
     
Floating Rate Day Count Fraction:
 
Actual/360
     
Reset Dates:
 
The first day of each Calculation Period
     
Fixed Amounts:
   
     
Fixed Amount Payer:
 
Party B
     
Fixed Amount Payer Period End Dates:
 
The 25th calendar day of each month, from and including 25 June, 2006 to and including the Termination Date, with No Adjustment of Period End Dates.
     
Fixed Amount Payer Payment Dates:
 
The 25th calendar day of each month, from and including 25 June, 2006 to and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.
     
Fixed Rate:
 
5.30% per annum
     
Fixed Rate Day Count Fraction:
 
30/360
     
Business Days:
 
New York
     
Additional Payment:
 
Party B shall pay Party A the sum of USD 1,295,000.00 on the Effective Date subject to adjustment in accordance with the Following Business Day Convention.
     
Additional Provision:
   
     
Netting:
With respect to each Calculation Period, if a Net Payment Amount for such Calculation Period is owned by Party A, then such Net Payment Amount shall be paid by Party A to Party B on the Floating Amount Payer Payment Date, and if a Net Payment Amount for such Calculation Period is owed by Party B, then such Net Payment Amount shall be paid by Party B to Party A on the Fixed Amount Payer Payment Date.
 
Where,
 
Net Payment Amount shall mean, for a Calculation Period, the excess of the larger aggregate amount payable and currently owed by one party over the smaller aggregate amount payable and currently owed by the other party.
     
Miscellaneous:
   
     
Calculation Agent:
 
As stated in the Agreement
     
Office:
 
For the purposes of this Transaction, Party A is not a Multibranch Party, and the Office of Party B is its Head Office.
     
Account Details:
   
     
Account Details of Party A:
 
JPMorgan Chase Bank, New York
ABA #: 021000021
A/C of Lehman Brothers Special Financing Inc.
A/C #066-143-543
     
Account Details of Party B
 
To be provided
 
Please confirm your agreement with the foregoing by executing this Confirmation and returning such Confirmation, in its entirety, to us at facsimile number (+1) 646-885-9551 (United States of America), Attention: Confirmations Group.
 
Yours sincerely,
Lehman Brothers Special Financing Inc.
 
Accepted and agreed to:
Countrywide Home Loans, Inc.
         
By: /s/ Anatoly Kozlov   By: /s/ Brad Coburn 
 
   
Name:
Title:
Anatoly Kozlov
Authorized Signatory
 
Name:
Title:
Brad Coburn
Managing Director and Assistant Treasurer
 

 
 


Appendix A
 
*Calculation Periods up to but excluding the Payment Date scheduled to occur:
Notional Amount (in USD):
25 June, 2006
503,879,999.00
25 July, 2006
496,278,851.00
25 August, 2006
488,106,043.00
25 September, 2006
479,383,426.00
25 October, 2006
470,130,710.00
25 November, 2006
460,369,859.00
25 December, 2006
450,135,190.00
25 January, 2007
439,779,185.00
25 February, 2007
428,935,176.00
25 March, 2007
417,635,007.00
25, April, 2007
405,940,088.00
25, May, 2007
393,912,490.00
25, June, 2007
381,587,103.00
25, July, 2007
369,355,968.00
25, August, 2007
357,538,418.00
25, September, 2007
346,146,564.00
25, October, 2007
335,166,699.00
25, November, 2007
324,585,121.00
25, December, 2007
314,388,596.00
25 January, 2008
295,936,281.00
25 February, 2008
278,424,184.00
25 March, 2008
262,000,197.00
25, April, 2008
246,597,897.00
25, May, 2008
232,154,981.00
25, June, 2008
218,613,003.00
25, July, 2008
211,070,608.00
25, August, 2008
203,944,394.00
25, September, 2008
197,100,258.00
25, October, 2008
190,528,609.00
25, November, 2008
184,220,198.00
25, December, 2008
178,166,106.00
25 January, 2009
171,821,446.00
25 February, 2009
165,747,819.00
25 March, 2009
159,934,621.00
25, April, 2009
154,375,317.00
 
*With respect to each Fixed Amount Payer Period End Date, all such dates are with No Adjustment, and with respect to each Floating Amount Payer Period End Date, all such dates are subject to adjustment in accordance with the Following Business Day Convention.