CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP TRANSACTION UNDER 1992 MASTER AGREEMENT
Exhibit 4.7
Trust Swap
Class A-4a Notes
CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP
TRANSACTION UNDER 1992 MASTER AGREEMENT
TO: CNH Equipment Trust 2005-A
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: ABN AMRO BANK N.V.
250 Bishopsgate,
London EC2M 4AA,
United Kingdom
Attention: Matthew Ackland / Stephen Potter Asset Securitisation Derivatives
Fax: 44 20 7857 9587
Telephone: 44 20 7678 1403
Electronic Messaging System Details: Swift ABNA GB 2L
DATE: March 16, 2005
Our Reference Numbers: 804589:896537
The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction entered into between ABN AMRO BANK N.V. (Party A) and CNH Equipment Trust 2005-A (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 March 16, 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:
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| Trade Date: |
| March 8, 2005 |
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| Effective Date: |
| March 16, 2005 |
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| Termination Date: |
| The earliest of (i) December 15, 2008 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 March 16, 2005, between Party B and JPMorgan Chase Bank, N.A. 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 April 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 April 15, 2005, without adjustment. |
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| Fixed Rate: |
| 4.2825 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 a 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 April 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: |
| 2.82 per cent |
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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 a 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: |
| ABN AMRO Bank N.V., New York, ABNAUS33 | ||
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| CHIPS 007535 |
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| ABA No. 026009580 |
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| A/C Name: ABN Amro Bank N.V., London |
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| A/C No. /661001036741 |
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| Ref. DCM |
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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-A 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
Matthew Ackland
4th Floor
250 Bishopsgate
London EC2M 4AA
IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed and delivered as of the day and year first written above.
ABN AMRO BANK N.V. | Accepted and confirmed as of the date first | ||||
By: | /s/ DENIS VISKOVICH |
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Name: Denis Viskovich | CNH Equipment Trust 2005-A | ||||
Title: Authorized Signatory |
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| By: The Bank of New York, not in its individual | ||||
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By: | /s/ DOUGLAS SCOTT |
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Name: Douglas Scott |
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Title: |
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| By: | /s/ CATHERINE MURRAY |
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| Name: Catherine Murray | ||||
| Title: Assistant Treasurer |
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SCHEDULE A
Calculation Period |
| Calculation Period |
| Notional Amount |
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16-Mar-05 |
| 15-Apr-05 |
| 135,250,000.00 |
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15-Apr-05 |
| 15-May-05 |
| 135,250,000.00 |
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15-May-05 |
| 15-Jun-05 |
| 135,250,000.00 |
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15-Jun-05 |
| 15-Jul-05 |
| 135,250,000.00 |
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15-Jul-05 |
| 15-Aug-05 |
| 135,250,000.00 |
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15-Aug-05 |
| 15-Sep-05 |
| 135,250,000.00 |
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15-Sep-05 |
| 15-Oct-05 |
| 135,250,000.00 |
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15-Oct-05 |
| 15-Nov-05 |
| 135,250,000.00 |
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15-Nov-05 |
| 15-Dec-05 |
| 135,250,000.00 |
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15-Dec-05 |
| 15-Jan-06 |
| 135,250,000.00 |
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15-Jan-06 |
| 15-Feb-06 |
| 135,250,000.00 |
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15-Feb-06 |
| 15-Mar-06 |
| 135,250,000.00 |
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15-Mar-06 |
| 15-Apr-06 |
| 135,250,000.00 |
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15-Apr-06 |
| 15-May-06 |
| 135,250,000.00 |
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15-May-06 |
| 15-Jun-06 |
| 135,250,000.00 |
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15-Jun-06 |
| 15-Jul-06 |
| 135,250,000.00 |
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15-Jul-06 |
| 15-Aug-06 |
| 135,250,000.00 |
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15-Aug-06 |
| 15-Sep-06 |
| 135,250,000.00 |
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15-Sep-06 |
| 15-Oct-06 |
| 135,250,000.00 |
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15-Oct-06 |
| 15-Nov-06 |
| 135,250,000.00 |
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15-Nov-06 |
| 15-Dec-06 |
| 135,250,000.00 |
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15-Dec-06 |
| 15-Jan-07 |
| 135,250,000.00 |
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15-Jan-07 |
| 15-Feb-07 |
| 135,250,000.00 |
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15-Feb-07 |
| 15-Mar-07 |
| 135,250,000.00 |
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15-Mar-07 |
| 15-Apr-07 |
| 135,250,000.00 |
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15-Apr-07 |
| 15-May-07 |
| 135,250,000.00 |
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15-May-07 |
| 15-Jun-07 |
| 135,250,000.00 |
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15-Jun-07 |
| 15-Jul-07 |
| 135,250,000.00 |
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15-Jul-07 |
| 15-Aug-07 |
| 135,250,000.00 |
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15-Aug-07 |
| 15-Sep-07 |
| 135,250,000.00 |
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15-Sep-07 |
| 15-Oct-07 |
| 135,250,000.00 |
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15-Oct-07 |
| 15-Nov-07 |
| 135,250,000.00 |
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15-Nov-07 |
| 15-Dec-07 |
| 135,250,000.00 |
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15-Dec-07 |
| 15-Jan-08 |
| 125,926,073.06 |
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15-Jan-08 |
| 15-Feb-08 |
| 110,305,693.65 |
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15-Feb-08 |
| 15-Mar-08 |
| 97,925,828.01 |
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15-Mar-08 |
| 15-Apr-08 |
| 88,507,090.47 |
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15-Apr-08 |
| 15-May-08 |
| 82,177,058.67 |
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15-May-08 |
| 15-Jun-08 |
| 77,558,067.14 |
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15-Jun-08 |
| 15-Jul-08 |
| 73,770,829.06 |
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15-Jul-08 |
| 15-Aug-08 |
| 70,241,823.89 |
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15-Aug-08 |
| 15-Sep-08 |
| 66,873,586.34 |
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15-Sep-08 |
| 15-Oct-08 |
| 63,648,650.16 |
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15-Oct-08 |
| 15-Nov-08 |
| 59,432,070.26 |
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15-Nov-08 |
| 15-Dec-08 |
| 53,954,169.57 |
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