Execution Version - Class B
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: 342680 / 342681
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 The earliest of (i) August 15,
Date: 2008 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 B Notes as of the close of business on
the first day of each Floating Rate Calculation
Period. "Outstanding Amount" and "Class B Notes" each
has the meaning specified in Appendix A to the
Indenture.
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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 Party B
Payer:
Fixed Rate The 15th day of each month, commencing April 15,
Payer Payment 2002, subject to the Following Business Day
Dates: Convention.
Fixed Rate: 4.323%
Fixed Rate 30/360
Day Count
Fraction:
Fixed Rate Payer For each Payment Date, in respect of a Calculation
Payment Amounts: 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 April 15, 2002,
Payment Dates: 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 Actual/360
Day Count
Fraction:
Floating Rate For each Payment Date in respect of a Calculation
Payer Payment Period, the product of (a) the Floating Rate, (b) the
Amounts: Floating Rate Day 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;
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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.: 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 Schumaw
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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
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Name: Erwin Soriano
Title: Assistant Treasurer
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