Execution Version - Class A-3
CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP TRANSACTION
UNDER 1992 MASTER AGREEMENT
TO: CNH Equipment Trust 2002-A ("Party B")
c/o The Bank of New York, as Trustee
5 Penn Plaza, 16th Floor
New York, New York 10001
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: March 28, 2002
Our Reference Nos: 342679 / 342682
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 as of March 28, 2002 (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: March 20, 2002
Effective Date: March 28, 2002
Termination Date: The earliest of (i) July 17, 2006
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
March 1, 2002, between Party B, as
issuer and Bank One, National
Association, as indenture trustee
(the "Indenture").
Notional Amounts: For each Calculation Period, the
Outstanding Amount of the Class A-3
Notes as of the close of business on
the first day of each Floating Rate
Calculation Period. "Outstanding
Amount" and "Class A-3 Notes" each
has the meaning specified in
Appendix 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.
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Fixed Amounts:
Fixed Rate Payer: Party B
Fixed Rate Payer Payment Dates: The 15th day of each month, commencing
April 15, 2002, subject to the
Following Business Day Convention.
Fixed Rate: 4.213%
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 Dates: The 15th day of each month,
commencing April 15, 2002, 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: USD-LIBOR-BBA (set two London
Banking Days prior to the Effective
Date).
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.
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Reset Dates: Other than in connection with the
Initial Floating Rate, on each
Payment Date beginning with the
April 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.
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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.: Rate Derivative Settlements
Payments to Party B:
Name: Bank One, NA
City: Chicago
ABA#: 071000013
Account: #10-43256
Further Credit To: CNH Equipment Trust 2002-A
Further Credit To: Account #2600039800
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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/ Mindi Schuman
------------------------------------
Name: Mindi Schuman
Title: Vice President
Confirmed as of the date above:
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CNH EQUIPMENT TRUST 2002-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
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