EX-10.4 7 we914052-ex10_4.txt CLASS A-21 YIELD MAINTENANCE AGREEMENT Exhibit 10.4 ISDA(R) International Swap Dealers Association, Inc. MASTER AGREEMENT [Included in Exhibit 10.3 to the Current Report on Form 8-K pursuant to which this Pooling and Servicing Agreement is filed] Schedule to the Master Agreement dated as of July 28, 2006 [Included in Exhibit 10.3 to the Current Report on Form 8-K pursuant to which this Pooling and Servicing Agreement is filed] [CREDIT SUISSE LOGO] CREDIT SUISSE INTERNATIONAL One Cabot Square, Telephone 020 7888 8888 London E14 4QJ www.credit-suisse.com Facsimile Cover Sheet To: Wells Fargo Bank, N.A., not in its individual capacity, but solely as Master Servicer, on behalf of the Wells Fargo Mortgage Backed Securities 2006-10 Trust Attention: Heakyung Chung, CSIN Marketer Fax number: To be hand delivered by Heakyung Chung Date: 28 July 2006 Pages (including cover page): 6 Our Reference No: External ID: 53137826N3 / Risk ID: 447505553 Credit Suisse International has entered into a transaction with you as attached. Please find attached a letter agreement (the "Confirmation") which confirms the terms and conditions of the above transaction. If you agree with the terms specified therein, please arrange for the Confirmation to be signed by your authorised signatories and return a signed copy to this office to the facsimile listed below. For Interest Rate Products: For Equity Derivatives: Telephone Numbers: (212) 538-9370 Telephone numbers: (212) 538-4437 / (212) 538-8297 / (212) 325-5119 Facsimile number: (917) 326-8603 Facsimile number: (212) 325-8173 Email: list.otc-inc-accept-ny@credit-suisse.com For Credit Derivatives: Telephone Numbers: (212) 538-9370 Facsimile number: (917) 326-8603 Email: list.otc-inc-accept-ny@credit-suisse.com We are delighted to have entered into this transaction with you. CONFIDENTIALITY NOTICE: This facsimile is intended only for the use of the individual or entity to which it is addressed and may contain information which is privileged and confidential. If the reader of this message is not the intended recipient or an employee or agent responsible for delivering the message to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone and return the original message to us by mail. Thank you. Registered Office as above Registered with unlimited liability in England under No. 2500199 Authorised and Regulated by the Financial Services Authority VAT No: GB 447 0737 41 [CREDIT SUISSE LOGO] CREDIT SUISSE INTERNATIONAL One Cabot Square, Telephone 020 7888 8888 London E14 4QJ www.credit-suisse.com 28 July 2006 Wells Fargo Bank, N.A., not in its individual capacity, but solely as Master Servicer, on behalf of the Trust created under the Pooling and Servicing Agreement in respect of the Wells Fargo Mortgage Backed Securities 2006-10 Trust (the "Wells Fargo Mortgage Backed Securities 2006-10 Trust") External ID: 53137826N3 -------------------------------------------------------------------------------- Dear Sirs, The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Swap Transaction entered into between us on the Trade Date specified below (the "Swap Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the Agreement specified below. In this Confirmation "CSIN" means Credit Suisse International and "Counterparty" means Wells Fargo Bank, N.A., not in its individual capacity, but solely as Master Servicer, on behalf of the Wells Fargo Mortgage Backed Securities 2006-10 Trust. 1. The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA Master Agreement dated as of 28 July 2006 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. CSIN and Counterparty each represents to the other that it has entered into this Swap Transaction in reliance upon such tax, accounting, regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by the other. 2. The terms of the particular Swap Transaction to which this Confirmation relates are as follows: Transaction Type: Rate Cap Transaction Notional Amount: USD 15,000,000, subject to amortization as set out in the Additional Terms Trade Date: 19 July 2006 Effective Date: 28 July 2006 Termination Date: 01 July 2009 Fixed Amounts: Fixed Rate Payer: Counterparty Fixed Rate Payer Amount: USD [___] Fixed Rate Payer Payment Date: 28 July 2006 Floating Amounts: Floating Amount Payer: CSIN Floating Rate Payer Period End Dates: The 1st of each month, commencing on 01 August 2006, and ending on the Termination Date, inclusive, subject to No Adjustment to Period End Dates Floating Rate Payer Payment Dates: One Business Day prior to 25th of each month, commencing on 24 August 2006 through and including one Business Day prior to 25 July 2009. Notwithstanding Section 4.9(a) of the ISDA Definitions, the final Floating Rate Payer Payment Date will occur after the Termination Date Cap Strike Rate: 5.06% Initial Calculation Period: From and including 01 July 2006 up to but excluding 01 August 2006 Floating Rate Option: USD-LIBOR-BBA in respect of each Calculation Period after the Initial Calculation Period and 5.34625% in respect of the Initial Calculation Period Designated Maturity: 1 month Spread: None Floating Rate Day Count Fraction: 30/360 Reset Dates: The first day of each Calculation Period Compounding: Inapplicable Business Days: New York Calculation Agent: CSIN 3. Account Details: Payments to CSIN: As advised separately in writing Payments to Counterparty: Wells Fargo N.A. ABA: 121-000-248 Account Number: SAS Clearing Account Name: 3970771416 FFC: 50936602 For the purpose of facilitating this Transaction, an Affiliate of CSIN, which is organized in the United States of America (the "Agent"), has acted as agent for CSIN. The Agent is not a principal with respect to this Transaction and shall have no responsibility or liability to the parties as a principal with respect to this Transaction. Credit Suisse International is authorized and regulated by the Financial Services Authority and has entered into this transaction as principal. The time at which the above transaction was executed will be notified to Counterparty on request. ADDITIONAL TERMS Calculation Period up to but excluding the Period End Date scheduled to occur on: Notional Amount: ------------------------------------------- 01-August-2006 USD 15,000,000.00 01-September-2006 USD 14,991,530.00 01-October-2006 USD 14,982,428.90 01-November-2006 USD 14,972,693.54 01-December-2006 USD 14,962,320.76 01-January-2007 USD 14,951,307.37 01-February-2007 USD 14,939,650.15 01-March-2007 USD 14,927,345.90 01-April-2007 USD 14,914,391.38 01-May-2007 USD 14,900,783.34 01-June-2007 USD 14,886,518.51 01-July-2007 USD 14,871,593.60 01-August-2007 USD 14,856,005.32 01-September-2007 USD 14,839,750.34 01-October-2007 USD 14,822,825.35 01-November-2007 USD 14,805,226.97 01-December-2007 USD 14,786,951.86 01-January-2008 USD 14,767,996.62 01-February-2008 USD 14,748,357.85 01-March-2008 USD 14,728,032.14 01-April-2008 USD 14,707,016.05 01-May-2008 USD 14,685,306.13 01-June-2008 USD 14,662,898.91 01-July-2008 USD 14,639,790.90 01-August-2008 USD 14,615,978.61 01-September-2008 USD 14,591,458.50 01-October-2008 USD 14,566,227.05 01-November-2008 USD 14,540,280.68 01-December-2008 USD 14,513,615.83 01-January-2009 USD 14,486,228.91 01-February-2009 USD 14,458,116.31 01-March-2009 USD 14,429,274.39 01-April-2009 USD 14,399,699.51 01-May-2009 USD 14,369,388.01 01-June-2009 USD 14,338,336.20 01-July-2009 USD 14,306,540.38 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. Yours faithfully, Credit Suisse International By:/s/ Louis J. Impellizeri --------------------------- Name: Louis J. Impellizeri Title: Authorized Signatory Confirmed as of the date first written above: Wells Fargo Bank, N.A., not in its individual capacity, but solely as Master Servicer, on behalf of the Wells Fargo Mortgage Backed Securities 2006-10 Trust By:/s/ Jennifer L. Richardson ------------------------------- Name: Jennifer L. Richardson Title: Assistant Vice President Our Reference No: External ID: 53137826N3 / Risk ID: 447505553