Exhibit 4.8
November 8, 2002
To: CNH Equipment Trust 2002-B From: Darlene/Doyle / IRD Dept.
Attn: Mr. Erwin Soriano, ABS Unit Tel: 212-278-7182 / 7145
The Bank of New York Fax: 212-278-7650
101 Barclay St., 8W
New York, New York 10286
Tel: 212-815-6434
Fax: 212-815-2493
Re: SG NY Ref # DFP024828
Dear Sirs:
The purpose of this letter agreement (this "Confirmation") is to
confirm the terms and conditions of the Swap Transaction entered into
between Societe Generale, New York Branch ("Party A") and CNH Equipment
Trust 2002-B ("Party B") on the Trade Date specified below.
The definitions and provisions contained in the 2000 ISDA
Definitions, as published by the International Swaps and Derivatives
Association, Inc. ("ISDA") are incorporated in this Confirmation. In the
event of any inconsistency between those definitions and the provisions of
this Confirmation, this Confirmation will govern.
This Confirmation constitutes a "Confirmation" as referred to in,
and supplements, forms part of and is subject to, the ISDA Master Agreement
dated as of November 8, 2002, as amended and supplemented from time to time
(the "Agreement"), between ourselves. All provisions contained in the
Agreement govern this Confirmation except as expressly modified below.
1. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
Notional Amount: 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
Trade Date: November 8, 2002
Effective Date: November 19, 2002
Termination Date: The earliest of (i)
December 15, 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
Payment Dates: The 15th day of each
month, subject to
adjustment in accordance
with 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
December 15, 2002,
subject to adjustment in
accordance with the
Following Business Day
Convention and there
will be No Adjustment to
Period End Dates
Fixed Rate: 2.22050%
Fixed Rate Day Count Fraction: 30/360
Fixed Rate initial Calculation Period: From and including
November 19, 2002, to
but excluding December 15,
2002
Floating Amounts:
Floating Rate Payer: Party A
Floating Rate Payer Payment Dates: The 15th day of each
month, commencing
December 15, 2002,
subject to adjustment in
accordance with the
Following Business Day
Floating Rate Option: USD-LIBOR-BBA
Floating Rate initial Calculation Period: From and including
November 19, 2002, to
but excluding December 15,
2002
Floating Rate for initial
Calculation Period: To be determined
Designated Maturity: One month
Spread: None
Floating Rate Day Count Fraction: Actual/360
Reset Dates: The first day of each
Calculation Period
Compounding: Inapplicable
Fixed and Floating Amounts: Netted
Business Days: New York
Calculation Agent: Party A, subject to the
terms of the Indenture
2. Account Details
Payments to Party A: Federal Reserve Bank of
New York
ABA 026-004-226
F/O Societe Generale, NY
Payments to Party B: JPMorgan Chase Bank
ABA# 021-000-021
A/C 507947541
F/BO CNH
A/C # 10209597.1
Account Name:
CNH 2002-B COLLECTION
ACCOUNT
Attn: J. Costantino
3. Offices:
(a) The Office of Party A for the Swap Transaction is New York; and
(b) The Office of Party B for the Swap Transaction is as
specified in the Agreement.
4. Non-Reliance:
Each party represents that (i) it is not relying upon any advice
(whether written or oral) of the other party to this Swap Transaction,
other than the representations expressly set forth in the Agreement or this
Confirmation; (ii) it has made its own decisions in entering into this Swap
Transaction based upon advice from such professional advisors as it has
deemed necessary; and (iii) it understands the terms, conditions and risks
of this Swap Transaction and is willing to assume (financially and
otherwise) those risks.
Please confirm that the foregoing correctly sets forth the terms
of our agreement by executing one copy of this Confirmation and returning
it to us.
Yours sincerely,
SOCIETE GENERALE,
NEW YORK
By: /s/ Darlene Doyle
--------------------------------------
Name: Darlene Doyle
Title: Specialist
By: /s/ Stacey Hughes
--------------------------------------
Name: Stacey Hughes
Title: Director
Confirmed as of the date first written above:
CNH Equipment Trust 2002-B
By: /s/ Erwin Soriano
----------------------------------------
Name: Erwin Soriano
Title: Assistant Treasurer