EX-4.9 12 exh49.txt Exhibit 4.9 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-4 Notes as of the close of business on the first day of each Floating Rate Calculation Period. "Outstanding Amount" and "Class A-4 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) April 15, 2008 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: 2.8070% 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