Execution Version [A2]
CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP TRANSACTION
UNDER 1992 MASTER AGREEMENT
TO: CNH Equipment Trust 2001-A ("Party B")
c/o The Bank of New York, as Trustee
101 Barclay Street, Floor 12E
New York, New York 10286
Attn: Keith Richardson
tel.: 312-336-9730
FROM: Bank of America, N.A. ("Party A")
100 N. Tryon Street, NC 1-007-13-01
Charlotte, North Carolina 28255
Attn: Capital Markets Documentation
DATE: May 22, 2001
Our Reference Nos: 3296135/3296678
The purpose of this letter agreement 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 letter agreement constitutes a "Confirmation" as
referred to in the Master Agreement specified below.
1. 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 this Confirmation, this Confirmation
will govern. Each party represents and warrants to the other that (a) it is duly
authorized to enter into this Swap Transaction and to perform its obligations
hereunder, (b) the Swap Transaction and the performance of its obligations
hereunder do not violate any material obligation of such party, and (c) the
person executing this Confirmation is duly authorized to execute and deliver it.
This Confirmation supplements, forms part of, and is subject to, the ISDA Master
Agreement between us dated May 22, 2001 (the "Agreement"). This Confirmation
shall supplement, form part of, and be subject to that Agreement, and all
provisions contained or incorporated by reference in the Agreement shall govern
this Confirmation except as expressly modified below.
2. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
1
Trade Date: May 9, 2001
Effective Date: May 22, 2001 Termination
Date: The earliest of (i) September 15, 2004 or
(ii) when the Notional Amount hereunder has
been reduced to zero, subject to early
termination in accordance with the
terms of the Agreement.
Calculation Periods: For each Payment Date, the period from and
including the immediately preceding
Payment Date to, but excluding, such
Payment Date (without regard to any
Business Day adjustment in respect of
Payment Dates, in the case of Fixed Rate
Calculation Periods), during the Term of this
Swap Transaction, except that (a) the initial
Calculation Period will commence on, and
include, the Effective Date, and (b) the final
Calculation Period will end on, but exclude,
the Termination Date (without regard to any
Business Day adjustment in the case of the
final Fixed Rate Calculation Period).
Floating Rate Calculation Periods correspond
to "Interest Periods" under the Indenture
dated as of May 1, 2001, between Party B, as
issuer and BankOne, National Association, as
indenture trustee (the "Indenture").
Notional Amounts: For each Calculation Period, the Outstanding
Amount of the Class A2 Notes as of the close
of business on the first day of each Floating
Rate Calculation Period. "Outstanding
Amount" and "Class A2 Notes" each has the
meaning specified in Annex A to the
Indenture.
Payment Dates: The 15th day of each month, subject to the
Following Business Day Convention,
corresponding to "Payment Dates" under the
Indenture.
Fixed Amounts:
Fixed Rate Payer: Party B
Fixed Rate Payer
Payment Dates: The 15th day of each month, commencing
June 15, 2001, subject to the Following
Business Day Convention.
2
Fixed Rate: 4.162%
Fixed Rate Day Count
Fraction: 30/360
Fixed Rate Payer Payment
Amounts: For each Payment Date, in respect of a
Calculation Period, the product of (a)
the Fixed Rate, (b) the Fixed Rate Day
Count Fraction and (c) the Notional
Amount for such Calculation Period.
Floating Amounts:
Floating Rate Payer: Party A
Floating Rate Payer Payment The 15th day of each month, commencing
Dates: June 15, 2001, subject to the Following
Business Day Convention.
Floating Rate: USD-LIBOR-BBA (set two London Banking
Days prior to the first day of each
Calculation Period).
Designated Maturity: One month.
Initial Floating Rate: 4.09%
Spread: None
Floating Rate Day Count
Fraction: Actual/360
Floating Rate Payer
Payment Amounts: For each Payment Date in respect of a
Calculation Period, the product of (a)
the Floating Rate, (b) the Floating Rate
Day Count Fraction, and (c) the Notional
Amount.
Reset Dates: On each Payment Date beginning with the
June Payment Date, the Floating Rate (as
determined two London Banking Days prior
to each such Payment Date) will reset for the
Floating Rate Calculation Period
commencing on each such Payment Date.
Compounding: Inapplicable
Business Days: New York
Business Day Convention: Following (in respect of Payment Dates and
Floating Rate Calculation Period End Dates
only).
Calculation Agent: Party A
3. Market Quotation.
Notwithstanding the definition of "Market Quotation" in the Agreement,
for purposes of determining Market Quotations in respect of this Transaction,
Market Quotation shall mean a quotation from a Dealer (as defined herein),
acceptable to both parties, of the amount, if any, that
3
such Dealer would demand to receive or would offer to pay in consideration of
such Dealer entering into an agreement with the Requesting Party (as defined
herein), with such documentation as the Dealer and the Requesting Party may in
good faith agree, which would have the effect of preserving for the Requesting
Party the economic equivalent of the parties' rights and obligations under the
Agreement; provided that, any such quotation shall not constitute a Market
Quotation hereunder unless the Dealer shall have submitted, in connection with
such quotation, a Dealer Certification (as defined herein).
If at least one Market Quotation from a Dealer other than Party A is
provided, the Requesting Party shall then have the option to either: (i) accept
the arithmetic mean of the Market Quotations; or (ii) require the party to the
Agreement that is not the Requesting Party (the "Non- Requesting Party") to
assign, at the cost of the Non-Requesting Party, its rights and obligations
under the Agreement to one of the Dealers providing Market Quotations; provided
that (a) such assignment must be pursuant to documentation that is reasonably
acceptable to the Requesting Party, and (b) the Requesting Party must receive
such opinions and assurances as it reasonably requests in connection with such
assignment.
In the event that no other Market Quotations are obtained, Party A may
be the sole source of Market Quotations, so long as its calculations are made on
the basis of a hypothetical transaction of like terms but with a notional
amortization as set forth on Schedule A hereto and an option to reduce the
notional to a substantially faster notional amortization.
For purposes of this Section:
"Dealer" means a leading dealer in the relevant markets (and may include
Party A).
"Dealer Certification" means a certificate, executed by a
Dealer, representing that: (i) the Dealer is qualified and authorized to enter
into an assignment of the Agreement; (ii) the Dealer has reviewed the terms of
the Agreement in full and has provided a bid on the basis of such terms; and
(iii) upon the request of the Requesting Party, the Dealer will accept an
assignment of the Non-Requesting Party's rights and obligations under the
Agreement in exchange for or by payment of the amount of its bid.
"Requesting Party" means: (i) Party B in the case of an Event
of Default where Party A is the Defaulting Party or a Termination Event where
Party A is the Affected Party; and (ii) Party A in the case of an Event of
Default where Party B is the Defaulting Party or a Termination Event where Party
B is the Affected Party.
4. Account Details.
Payments to Party A:
Name: Bank of America, N.A.
ABA#: 026009593
G/L: 6550219386
Attn.: Derivative Operations
4
Payments to Party B:
Name: Bank One, NA
City: Chicago
ABA#: 071000013
Account: 10-43256
Further Credit To: CNH Equipment Trust 2001-A
Further Credit To: 205148-000
Attn.: Keith Richardson (ext. 6-9730)
Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by responding within three (3) Business Days by either
returning this Confirmation in person or via telecopier to the attention of
Brian Zwerner, Fax No. (312) 453-2787; Telephone No. (312) 234-2787. Failure to
respond within such period shall not affect the validity or enforceability of
this Swap Transaction, and shall be deemed to be an affirmation of the terms and
conditions contained herein, absent manifest error.
Yours sincerely,
BANK OF AMERICA, N.A.
By: /s/ Roger Heintzelman
-------------------------------
Name: Roger Heintzelman
Title: Vice President
Confirmed as of the date above:
CNH EQUIPMENT TRUST 2001-A
By The Bank of New York,
not in its individual capacity but solely as Trustee
By: /s/ Erwin Soriano
---------------------------------
Name: Erwin Soriano
Title: Assistant Treasurer
5