28 March 2002
The Bank of New York
as Trustee for
CNH Equipment Trust 2002-A
5 Penn Plaza
New York, NY 10001
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Dear Sirs:
The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction"). This Confirmation constitutes a
"Confirmation" as referred to in the Agreement specified below.
1. This Confirmation incorporates the definitions and provisions contained
in (i) the 2000 ISDA Definitions, (as published by the International
Swaps and Derivatives Association, Inc.) (the "Definitions") and (ii)
the the Indenture, dated as of 1 March 2002, between CNH Equipment Trust
2002-A (the "Trust") and Bank One, National Association, as Indenture
Trustee (the "Indenture"). In the event of any inconsistency between
the definitions in the Indenture, the Definitions, and this
Confirmation, the definitions in the Indenture will govern; in the
event of any inconsistency between the Definitions and this
Confirmation, this Confirmation will govern. References herein to a
"Transaction" shall be deemed to be references to a "Swap Transaction"
for the purposes of the 2000 ISDA Definitions.
This Confirmation supplements, forms part of, and is subject to, the
1992 ISDA Master Agreement dated as of 28 March 2002 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.
In this Confirmation "Party A" means Credit Suisse First Boston
International and "Party B" means the Trust.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Notional Amount: For each Calculation Period, the Outstanding Amount
of the Class A-4 Notes as of the close of business on
the first day of each Floating Rate Calculation
Period.
Trade Date: 20 March 2002
Effective Date: 28 March 2002
Termination Date: The earlier of (i) 15 August 2008 and (ii) the date
on which the outstanding principal balance of the
Class A-4 Notes is reduced to zero.
Fixed Amounts:
Fixed Rate Payer: Party B
Fixed Rate Payer
Payment Dates: Monthly, on the 15th, commencing on 15 April 2002
and ending on the Termination Date, subject to
adjustment in accordance with the Following Business
Day Convention using No Adjustment of Period End
Dates, corresponding to "Payment Dates" under
the Indenture
Fixed Rate: 4.995%
Fixed Rate
Day Count Fraction: 30/360
Floating Amounts:
Floating Rate Party A
Payer:
Floating Rate Payer
Payment Dates: Monthly, on the 15th, commencing on 15 April
2002 and ending on the Termination Date, subject
to adjustment in accordance with the Following
Business Day Convention, corresponding to "Payment
` Dates" under the Indenture
Floating Rate
for initial
Calculation
Period: To be determined
Floating Rate
Option: USD-LIBOR-BBA
Designated
Maturity: One month
Spread: None
Floating Rate
Day Count
Fraction: Actual/360
Reset Dates: The first day of each Calculation Period and
28 March 2002 for the Initial Calculation Period.
Compounding: Inapplicable
Business Days: New York and Chicago
Calculation Agent: Party A
3. Account Details:
Payments to
Party A: Bank of New York
SWIFT IRVTUS3N
for favour Credit Suisse First Boston International,
London
A/c No. 8900360968
Payments to
Party B: Bank One, N.A.
ABA # 071000013
Account # 10-43256
Further Credit To: CNH Equipment Trust 2002-A
Further Credit To Account # 2600039800
Credit Suisse First Boston International is 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 Party B
on request.
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Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing and returning this Confirmation.
Yours faithfully,
CREDIT SUISSE FIRST BOSTON INTERNATIONAL
By its Agent: CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Lisa F. Lindblom
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Name: Lisa F. Lindblom
Title: Vice President
Confirmed as of the date first written above:
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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