Execution Version [A3]
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: 3296110/3296702
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:
Trade Date: May 9, 2001
Effective Date: May 22, 2001
Termination Date: The earliest of (i) November 15, 2005 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 A3 Notes as of the close
of business on the first day of each Floating
Rate Calculation Period. "Outstanding Amount"
and "Class A3 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 The 15th day of each month, commencing June 15,
Dates: 2001, subject to the Following Business
Day Convention.
Fixed Rate: 4.58%
Fixed Rate Day Count
Fraction: 30/360
Fixed Rate Payer Payment For each Payment Date, in respect of a
Amounts: 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 The 15th day of each month, commencing June
Payment Dates: 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 Actual/360
Fraction:
Floating Rate Payer Payment For each Payment Date in respect of a
Amounts: 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
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
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 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