Execution Copy
Class A-3a Notes
CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP TRANSACTION
UNDER 1992 MASTER AGREEMENT
TO: CNH Equipment Trust 2003-A ("Party B")
Mr Erwin Soriano, ABS Unit
The Bank of New York, as Trustee
101 Barclay St., 8W
New York, NY 10286
Tel: 212-815-6434
Fax: 212-815-2493
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 14, 2003
Our Reference Nos: 7451836 / 7451840
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 May 14, 2003 (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 14, 2003
Effective Date: May 22, 2003
Termination Date: The earliest of (i) July 16, 2007 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, 2003,
between Party B, as issuer, and
JPMorgan Chase Bank, as indenture trustee
(the "Indenture").
Notional Amounts: For each Calculation Period, the Outstanding
Amount of the Class A-3a Notes as
of the close of business on the first day of
each Floating Rate Calculation Period.
"Outstanding Amount" and "Class A-3a 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 Payer: Party B
Fixed Rate Payer
Payment Dates: The 15th day of each month, commencing June
16, 2003, subject to the Following Business
Day Convention.
Fixed Rate: 1.683%
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 June
16, 2003, 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: 1.31813 %
Spread: None
Floating Rate Day Count
Fraction: Actual/360
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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.
Reset Dates: Other than in connection with the
Initial Floating Rate, 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;
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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: JP Morgan Chase Bank
ABA#: 021-000-021
Account: 507947541
Ref: CNH Equipment Trust 2003-A
Attn: Joe Costantino
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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 Michael Bilello, 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/ Roger H. Heintzelman
-------------------------------
Name: Roger H. Heintzelman
Title:
Confirmed as of the date above:
CNH EQUIPMENT TRUST 2003-A
By The Bank of New York,
not in its individual capacity but solely as Trustee
By: /s/ Erwin Soriano
--------------------------------
Name: Erwin Soriano
Title:
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Schedule A
Period Begin Date Base Amortization Fast Amortization
22-May-03 150,000,000.00 150,000,000.00
15-Jun-03 150,000,000.00 150,000,000.00
15-Jul-03 150,000,000.00 150,000,000.00
15-Aug-03 150,000,000.00 150,000,000.00
15-Sep-03 150,000,000.00 150,000,000.00
15-Oct-03 150,000,000.00 150,000,000.00
15-Nov-03 150,000,000.00 150,000,000.00
15-Dec-03 150,000,000.00 150,000,000.00
15-Jan-04 150,000,000.00 150,000,000.00
15-Feb-04 150,000,000.00 150,000,000.00
15-Mar-04 150,000,000.00 150,000,000.00
15-Apr-04 150,000,000.00 150,000,000.00
15-May-04 150,000,000.00 150,000,000.00
15-Jun-04 150,000,000.00 150,000,000.00
15-Jul-04 150,000,000.00 142,910,031.67
15-Aug-04 150,000,000.00 130,929,783.38
15-Sep-04 150,000,000.00 119,926,321.62
15-Oct-04 150,000,000.00 108,587,205.67
15-Nov-04 150,000,000.00 98,307,546.52
15-Dec-04 150,000,000.00 88,200,324.87
15-Jan-05 143,075,704.57 75,890,305.82
15-Feb-05 129,862,105.97 63,049,653.72
15-Mar-05 115,993,912.93 50,032,957.15
15-Apr-05 99,229,658.23 35,258,947.10
15-May-05 84,168,049.16 22,067,248.51
15-Jun-05 73,965,884.38 12,597,178.01
15-Jul-05 65,683,202.60 4,708,002.73
15-Aug-05 59,294,122.20
15-Sep-05 53,466,462.52
15-Oct-05 46,988,763.61
15-Nov-05 41,031,002.89
15-Dec-05 35,074,431.80
15-Jan-06 26,348,980.05
15-Feb-06 16,603,389.60
15-Mar-06 6,002,355.35
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