CONFIRMATION FOR U.S. DOLLAR INTEREST RATESWAP TRANSACTION UNDER 1992 MASTER AGREEMENT
Exhibit 4.6
Trust Swap
Class A-4a Notes
CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP
TRANSACTION UNDER 1992 MASTER AGREEMENT
TO: CNH Equipment Trust 2005-B
Ms. Catherine Murray
Assistant Treasurer
Corporate Trust/ABS
The Bank of New York, as Trustee
101 Barclay St., 8W
(212) 815-2489 (direct)
(212) 815-3883 (fax)
FROM: BNP PARIBAS
787 Seventh Avenue
New York, New York 10019
Attention: Legal and Transaction Management Group - ISDA
Facsimile: (212) 841-3561
Telephone: (212) 841-3000
DATE: September 21, 2005
Our Reference Number: 1832804
The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction entered into between BNP PARIBAS (“Party A”) and CNH Equipment Trust 2005-B (“Party B”) on the Trade Date specified below (the “Swap Transaction” or the “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 Party A and Party B dated as of September 21, 2005, as amended and supplemented from time to time (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 Transaction to which this Confirmation relates are as follows:
| Trade Date: |
| September 8, 2005 |
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| Effective Date: |
| September 21, 2005 |
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| Termination Date: |
| The earlier of: (i) May 16, 2011 and (ii) when the Notional Amount hereunder has been reduced to zero, subject to adjustment in accordance with the Following Business Day Convention and subject to early termination in accordance with the terms of the Agreement. |
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| Calculation Periods: |
| For each Fixed Rate Payer Payment Date, the period from and including the immediately preceding Fixed Rate Payer Period End Date to, but excluding, the next Fixed Rate Payer Period End Date, during the Term of this Swap Transaction, except that (a) the initial Fixed Rate Calculation Period will commence on, and include, the Effective Date, and (b) the final Fixed Rate 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) (“Fixed Rate Calculation Period”). |
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| For each Floating Rate Payer Payment Date, the period from and including the immediately preceding Floating Rate Payer Payment Date to, but excluding, such Floating Rate Payer Payment Date, during the Term of this Swap Transaction, except that (a) the initial Floating Rate Calculation Period will commence on, and include, the Effective Date, and (b) the final Floating Rate Calculation Period will end on, but exclude, the Termination Date (“Floating Rate Calculation Period”). Floating Rate Calculation Periods correspond to “Interest Periods” under the Indenture dated as of September 21, 2005, between Party B and JPMorgan Chase Bank, as indenture trustee (the “Indenture”). |
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| Notional Amount: |
| The Outstanding Amount of the Class A-4a Notes as of the close of business on the first day of each Floating Rate Calculation Period. “Outstanding Amount” and “Class A-4a Notes” each has the meaning specified in Appendix A to the Indenture. |
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| Fixed Amounts: |
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| Fixed Rate Payer: |
| Party B |
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| Fixed Rate Payer |
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| Payment Dates: |
| The 15th day of each month, commencing October 15, 2005, subject to adjustment in accordance with the Following Business Day Convention. |
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| Fixed Rate Payer |
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| Period End Date: |
| The 15th day of each month, commencing October 15, 2005, without adjustment. |
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| Fixed Rate: |
| 4.327 per cent |
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| Fixed Rate |
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| Day Count Fraction: |
| 30/360 |
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| Fixed Rate Payer Payment |
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| Amounts: |
| For each Fixed Rate Payer Payment Date, in respect of the related Fixed Rate Calculation Period, the product of (a) the Fixed Rate, (b) the Fixed Rate Day Count Fraction and (c) the Notional Amount for such Fixed Rate Calculation Period. |
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| Floating Amounts: |
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| Floating Rate Payer: |
| Party A |
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| Floating Rate Payer |
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| Payment Dates: |
| The 15th day of each month, commencing October 15, 2005, subject to adjustment in accordance with the Following Business Day Convention. |
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| Floating Rate Option: |
| USD-LIBOR-BBA (set two London Banking Days prior to the first day of each Floating Rate Calculation Period). |
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| Designated Maturity: |
| One month |
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| Initial Floating Rate: |
| To be determined two (2) London Business Days prior to the Effective Date. |
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| Spread: |
| None |
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| Floating Rate |
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| Day Count Fraction: |
| Actual/360 |
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| Floating Rate Payer |
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| Payment Amounts: |
| For each Floating Rate Payer Payment Date, in respect of the related Floating Rate Calculation Period, the product of (a) the Floating Rate, (b) the Floating Rate Day Count Fraction and (c) the Notional Amount for such Floating Rate Calculation Period. |
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| Reset Dates: |
| Other than in connection with the Initial Floating Rate, the first day of each Calculation Period. |
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| Compounding: |
| Inapplicable |
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| Business Days: |
| New York |
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| Business Day Convention: |
| Following. |
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| Calculation Agent: |
| Party A |
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| 3. | Account Details: |
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| Payments to Party A: |
| BNP PARIBAS NEW YORK, NY |
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| Swift Code: BNPAUS3NXXX |
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| A/C 00200-194093-001-36 |
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| Favor: BNP PARIBAS |
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| Swift Code: BNPAFRPP |
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| Attn: Swaps & Derivatives Back Office |
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| Payments to Party B: |
| JPMorgan Chase Bank, N.A.-New York, NY |
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| ABA #021000021 |
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| Account #507199782 |
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| Ref: CNH 2005-B Swap Pymt |
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| Attn: K. Richardson (312 ###-###-####) |
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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 returning via telecopier an executed copy of this Confirmation to the attention of Victoria Baker.
IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed and delivered as of the day and year first written above.
| BNP PARIBAS SECURITIES | Accepted and confirmed as of the date first | ||||
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| By: | /s/ Victoria Baker |
| CNH EQUIPMENT TRUST 2005-B | ||
| Name: Victoria Baker |
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| Title: Authorised Signatory | By: THE BANK OF NEW YORK, not in its individual capacity but solely as Trustee under the Trust Agreement | ||||
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| By: |
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| Name: |
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| Title: Authorised Signatory | By: | /s/ Catherine Murray |
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| Name: Catherine Murray | ||||
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| Title: Assistant Treasurer | ||||
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