Exhibit 4.9


SCHEDULE


to the


Master Agreement


dated as of March 1, 2007


between


	
  

  	
  CREDIT SUISSE
  INTERNATIONAL

  	
   

  	
  and

  	
   

  	
  CNH EQUIPMENT
  TRUST 2007-A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (“Party A”)

  	
   

  	
   

  	
   

  	
  (“Party B”)

  	
   

  



 


Reference is made to that
certain Indenture dated as of March 1, 2007 (as amended, modified or
supplemented from time to time in accordance with its terms, the “Indenture”)
between Party B as the Issuer thereunder and The Bank of New York Trust
Company, N.A., as Indenture Trustee, and to that certain Sale and Servicing
Agreement dated as of March 1, 2007 (as amended, modified or supplemented from
time to time in accordance with its terms, the “Sale and Servicing Agreement”)
among Party B, CNH Capital Receivables
LLC, as seller, and New Holland
Credit Company, LLC, as servicer. 
Capitalized terms used but not defined in this Agreement or this
Schedule will have the meanings ascribed to them in Part I of Appendix A
to the Indenture.


Part 1


Termination
Provisions.


(a)          “Specified Entity” means in relation
to Party A for the purpose of:


Section 5(a)(v),             Not
Applicable


Section 5(a)(vi),            Not
Applicable


Section 5(a)(vii),           Not
Applicable


Section 5(b)(iv),            Not
Applicable


and in relation to Party
B for the purpose of:


Section 5(a)(v),             Not
Applicable


Section 5(a)(vi),            Not
Applicable


Section 5(a)(vii),           Not
Applicable


Section 5(b)(iv),            Not
Applicable













(b)         “Specified Transaction” will have
the meaning specified in Section 14 of this Agreement.


(c)          Certain Events of Default.  Subject to Part 1(h) below, the following
Events of Default will apply to the parties as specified below, and the
definition of “Event of Default” in Section 14 is deemed to be modified
accordingly:


Section 5(a)(i) (Failure
to Pay or Deliver) will apply to Party A and Party B.


Section 5(a)(ii) (Breach
of Agreement) will apply to Party A and will not apply to Party B; except
that Section 5(a)(ii) will not apply to Party A with respect to Party A’s
failure to comply with Part 5(b) herein.


Section 5(a)(iii)
(Credit Support Default) will apply to Party A and will not apply to
Party B, unless Party A has posted collateral under the Credit Support Annex,
in which case Section 5(a)(iii)(1) will apply to Party B.


Section 5(a)(iv) (Misrepresentation)
will apply to Party A and will not apply to Party B.


Section 5(a)(v) (Default
under Specified Transaction) will not apply to Party A or Party B.


Section 5(a)(vi) (Cross
Default) will apply to Party A and will not apply to Party B.  “Specified Indebtedness”
shall have the meaning specified in Section 14 of this Agreement and “Threshold Amount” means 3% of shareholder’s equity of the
Relevant Entity.


Section 5(a)(vii)
(Bankruptcy) will apply to Party A and Party B; provided
that in respect of Party B, (i) clause (2) thereof shall not apply, (ii) clause
(4) thereof shall not apply to Party B to the extent that the relevant
proceeding is instituted by Party A in breach of Party A’s agreement in Part
5(g) of this Schedule, (iii) the words “seeks or” shall be deleted from clause
(6) thereof and any appointment that is effected by or pursuant to the
transaction documents shall not constitute an Event of Default under such
clause (6), (iv) clause (7) thereof shall not apply, (v) clause (8) thereof
shall apply only to the extent not inconsistent with clauses (i) to (iv) of this
sentence and (vi) clause (9) thereof shall not apply.


Section 5(a)(viii) (Merger without Assumption) will apply to
Party A and will not apply to Party B.


Notwithstanding anything to the contrary in Sections
5(a)(i) and 5(a)(iii) of this Agreement, any failure by Party A to comply with
or perform any obligation to be complied with or performed by Party A under any
Credit Support Document shall not be an Event of Default unless (A) a Ratings
Event has occurred and at least 30 Local Business Days (10 Local Business Days
when the Ratings Event relates only to S&P’s ratings and 30 calendar days
when the Rating Events relates only to Fitch or Moody’s ratings) have elapsed
since the last time the Ratings Event had not occurred or was not continuing
and (B) such failure is not remedied on or before the third Local Business Day
after notice of such Ratings Event is given to Party A.


 (d)      Termination Events.  The following Termination Events will apply
to the parties as specified below:


Section 5(b)(i) (Illegality) will apply to Party A and Party B.


Section 5(b)(ii) (Tax Event) will apply to Party A and Party B; provided that the words “(x) any action taken by a taxing
authority, or brought in a court of competent jurisdiction, on or after the
date on which a Transaction is entered into (regardless of whether such action
is taken or brought with respect to a party to this Agreement) or (y)” shall be
deleted.



 2
 









Section 5(b)(iii) (Tax Event upon Merger) will apply to Party A
and Party B; provided that in the event that
Party A is the Affected Party in respect of an event described in Section
5(b)(iii), Party A shall not be entitled to designate an Early Termination Date
pursuant to such Section 5(b)(iii).


Section 5(b)(iv) (Credit Event upon Merger) will not apply to
Party A or Party B.


(e)          The “Automatic
Early Termination” provision of Section 6(a) of this Agreement
will not apply to Party A or Party B.


(f)            Payments
on Early Termination. For the purpose of Section 6(e) of this
Agreement:


(i)             Market Quotation will
apply; subject to Part 5(y).


(ii)          The Second Method will
apply.


(g)         “Termination
Currency” means United States Dollars.


(h)         Additional
Termination Events.  The
following Additional Termination Events will apply:


(i)    The acceleration
of the Notes following the occurrence of an “Event of Default” under the
Indenture occurs (provided such acceleration has not been rescinded pursuant to
Section 5.2 thereof), and the sale or liquidation of the Collateral occurs
under Article V of the Indenture; provided, that if an event or circumstance
which would constitute an Event of Default by Party A under this Agreement
gives rise to an “Event of Default” under the Indenture, it will be treated as
an Event of Default by Party A and not an Additional Termination Event.  For purposes of Section 6 of this Agreement,
Party B shall be the sole Affected Party.


(ii)   An amendment
and/or supplement to the Indenture (or any other Basic Document) is made
without the prior written consent (where such consent is required under the
terms of such Basic Document) of Party A (such consent not to be unreasonably
withheld), if such amendment and/or supplement would:  (a) materially and adversely affect any of
Party A’s rights or obligations under this Agreement or any Basic Document; or
(b) materially and adversely modify the obligations of, or materially and
adversely impact the ability of, Party B to perform fully any of Party B’s
obligations under this Agreement or any Basic Document; provided, however,
that it shall not be an Additional Termination Event where such amendment or
modification involves the appointment of any successor trustee or servicer
pursuant to the terms of the Basic Documents. 
For purposes of Section 6 of this Agreement, Party B shall be the
sole Affected Party.


(iii)  Each
of the following shall constitute an Additional Termination Event with Party A
as the sole Affected Party:


(a)          An S&P
Collateralization Event has occurred and is continuing and Party A has failed
to comply with or perform any obligation to be complied with or performed by
Party A in accordance with the “Downgrade Provisions” as set forth in Part
5(b)(2) and a Ratings Event has neither occurred nor is continuing.  Any event which constitutes an Additional
Termination Event pursuant to this Section 1(h)(iii)(a) shall not constitute an
Event of Default.


(b)         A Moody’s
Collateralization Event has occurred and is continuing, and Party A has failed
to comply with or perform any obligation to deliver collateral under the



 3
 









Credit Support Annex and
30 Local Business Days or more have elapsed since the last time that no Moody’s
Collateralization Event had occurred and was continuing.  Any event which constitutes an Additional
Termination Event pursuant to this Section 1(h)(iii)(b) shall not constitute an
Event of Default (unless such event constitutes a failure to post collateral
pursuant to the terms of the Credit Support Annex in breach of Part 5(b)(4)).


(c)          A Fitch
Collateralization Event has occurred and is continuing and Party A has failed
to comply with or perform any obligation to be complied with or performed by
Party A in accordance with the “Downgrade Provisions” as set forth in Part
5(b)(2) and a Ratings Event has neither occurred nor is continuing.  Any event which constitutes an Additional
Termination Event pursuant to this Section 1(h)(iii)(c) shall not constitute an
Event of Default (unless such event constitutes a failure to post collateral
pursuant to the terms of the Credit Support Annex in breach of Part 5(b)(4)).


(d)         A Ratings Event has
occurred and is continuing and Party A has failed to comply with or perform any
obligation to be complied with or performed by Party A in accordance with the “Downgrade
Provisions” as set forth in Part 5(b)(4) and, in the case of a Moody’s Ratings
Event, (i) at least one Eligible Replacement has made a Live Bid to be the
transferee of a transfer to be made in accordance with the terms hereof and/or
(ii) at least one entity that satisfies the Guarantor Ratings Requirements is
able to provide an Eligible Guarantee in respect of all of Party A’s present
and future obligations under this Agreement subject to the satisfaction of the
S&P Ratings Condition.  The failure
by Party A to comply with or perform any obligation (other than the obligation
to post collateral pursuant to the terms of the Credit Support Annex) to be
complied with or performed by Party A in accordance with the “Downgrade
Provisions” as set forth in Part 5(b)(4) will constitute an Additional
Termination Event and not an Event of Default.



 4
 









Part 2


Tax
Representations.


(a)          Payer
Representations. For the purpose of Section 3(e) of this
Agreement, neither Party A nor Party B will make any representations.


(b)         Payee
Representations. For the purpose of Section 3(f) of this
Agreement, neither Party A nor Party B will make any representations.


Part 3


Agreement
to Deliver Documents.


For the purpose of
Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the
following documents, as applicable:


(a)          Tax forms, documents or
certificates to be delivered are:— None


(b) Other
documents to be delivered are:—


	
  Party

  required to

  deliver

  document

  	
   

  	
  Form/Document/Certificate

  	
   

  	
  Date by which to be

  delivered

  	
   

  	
  Covered by

  Section 3(d)

  Representation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A

  	
   

  	
  Certified copy of the board of directors resolution
  (or equivalent authorizing documentation) which sets forth the authority of
  each signatory to this Agreement and each Credit Support Document (if any)
  signing on its behalf and the authority of such party to enter into
  Transactions contemplated and performance of its obligations hereunder.

  	
   

  	
  Concurrently with the execution and delivery of this
  Agreement.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and Party B

  	
   

  	
  Incumbency certificate (or, if available the current
  authorized signature book or equivalent authorizing documentation) specifying
  the names, titles, authority and specimen signatures of the persons
  authorized to execute this Agreement which sets forth the specimen signatures
  of each signatory to this Agreement, each Confirmation and each Credit
  Support Document (if any) signing on its behalf.

  	
   

  	
  Concurrently with the execution and delivery of this
  Agreement unless previously delivered and still in full force and effect.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and B

  	
   

  	
  An opinion of counsel to such party (or, in the case
  of Party B, counsel to the Trustee) as to the enforceability of this
  Agreement that is reasonably satisfactory in form and substance to the other
  party.

  	
   

  	
  Concurrently with the execution and delivery of the
  Confirmation unless previously delivered and still in full force and effect.

  	
   

  	
  No

  



 



 5
 









 


	
  Party B

  	
   

  	
  All opinions of counsel to Party B and counsel to
  the Servicer, delivered as of the Closing Date

  	
   

  	
  Upon execution of this Agreement

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party B

  	
   

  	
  An executed copy of the Indenture and/or any other
  Basic Document to be executed by Party B as contemplated thereby.

  	
   

  	
  Within 30 days after the date of this Agreement.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party B

  	
   

  	
  Such other information in connection with the Notes
  or any Basic Document, as Party A may reasonably request.

  	
   

  	
  Upon request

  	
   

  	
  No

  



 



 6
 









Part 4.


Miscellaneous.


(a)          Addresses for Notices. For the
purposes of Section 12(a) of this Agreement:


Party A:


(1)   Address for notices or communications to
Party A (other than by facsimile):-


	
  Address:

  	
   

  	
  One Cabot Square

  	
   

  	
  Attention:

  	
  (1)

  	
   

  	
  Head of Credit Risk Management;

  
	
   

  	
   

  	
  London E14 4QJ

  	
   

  	
   

  	
  (2)

  	
   

  	
  Managing Director -

  
	
   

  	
   

  	
  England

  	
   

  	
   

  	
   

  	
   

  	
  Operations Department;

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (3)

  	
   

  	
  Managing Director - Legal Department

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telex
  No.:

  	
   

  	
  264521

  	
   

  	
  Answerback:

  	
   

  	
   

  	
  CSI G

  



 


(For all purposes.)


(2)          For the purpose of facsimile
notices or communications under this Agreement (other than a notice or
communication under Section 5 or 6):-


	
   

  	
  Facsimile No.:

  	
  44 20 7888 2686

  
	
   

  	
  Attention:

  	
  Managing Director - Legal Department

  



 


Telephone number for oral confirmation of receipt of facsimile in
legible form: 44 20 7888 2028 Designated responsible employee for the purposes
of Section 12(a)(iii):  Senior Legal
Secretary


Party B:


Address for notices or communications to Party B:


c/o The Bank of
New York Trust Company, N.A.


101 Barclay
Street, Floor 8W


New York, New York
10286


Attention:  Corporate Trust Administration - ABS Unit


With a copy to:


CNH Capital America LLC


100 South Saunders Road


Lake Forest, Illinois
60045


Attention: Financial Risk
Management/Treasury


Telephone No.:
847-955-3945


Facsimile No.:  
847-955-4938


(For all purposes.)


(b)         Process Agent. For the purposes of
Section 13(c) of this Agreement:


Party A appoints as its
Process Agent:



 7
 









Credit Suisse Securities
(USA) LLC


Eleven Madison Avenue


New York, NY 10010


Attention:            General
Counsel


Legal and Compliance Department


Party B appoints as its
Process Agent:  Not applicable.


(c)          Offices. With respect to Party A,
the provisions of Section 10(a) will apply to this Agreement.


(d)         Multibranch Party. For the purpose
of Section 10(c) of this Agreement:


Party A is not a Multibranch Party.


Party B is not a
Multibranch Party.


(e)          Calculation Agent. The Calculation
Agent is Party A.


(f)            Credit Support Document. Credit
Support Document means:-


With respect to Party A:  The
Credit Support Annex and any guarantee that is provided to Party B pursuant to
Part 5 (b) below.


With respect to Party
B:  Not Applicable.


(g)         Credit Support Provider.


Credit Support Provider means in relation to Party A:  Not applicable or, if a guarantee is provided
to Party B pursuant to Part 5 (b) below, the guarantor providing such
guarantee.


Credit Support Provider
means in relation to Party B:  Not
applicable.


(h)         Governing Law. This Agreement and, to the fullest extent permitted by
applicable law, all matters arising out of or relating in any way to this
Agreement will be governed by and construed in accordance with the laws
of the State of New York (without reference to choice of law doctrine other
than New York General Obligation Law Sections 5-1401 and 5-1402).


(i)             Netting of Payments. Subparagraph
(ii) of Section 2(c) of this Agreement will apply to each Transaction
hereunder.


(j)             “Affiliate.”  “Affiliate” shall have the meaning specified
in Section 14 of this Agreement, provided, however,
that (i) Party A shall be deemed to have no Affiliates for purposes of Section
3(c) of this Agreement and (ii) Party B shall be deemed to have no Affiliates
for purposes of this Agreement, including for purposes of Section 6(b)(ii).



 8
 









Part 5.


Other Provisions.


(a)          Definitions.


Except as otherwise
defined in this Schedule or a Confirmation, this Agreement and each Swap
Transaction are subject to the 2000 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc., the “2000 ISDA Definitions”), and will be
governed in all relevant respects by the provisions set forth in the 2000 ISDA
Definitions, without regard to any amendments to the 2000 ISDA Definitions
subsequent to the date hereof.  Any
reference to a “Swap Transaction”
in the 2000 ISDA Definitions is deemed to be a reference to a “Transaction” for purposes of this Agreement
or any Confirmation, and any reference to a Transaction in this Agreement or
any Confirmation is deemed to be a reference to a Swap Transaction for purposes
of the 2000 ISDA Definitions.  The
provisions of the 2000 ISDA Definitions are incorporated by reference in, and
shall be deemed a part of, this Agreement and each Confirmation, as if set
forth in full in this Agreement or that Confirmation.  In the event of any inconsistency between the
provisions of this Agreement and the 2000 ISDA Definitions, this Agreement will
prevail.  In the event of any
inconsistency between the provisions of any Confirmation and this Agreement,
such Confirmation will prevail for the purpose of the relevant Swap
Transaction.


(b)         Downgrade Provisions.


(1)          It
shall be a collateralization event (“Collateralization
Event”) if:


(A) with
respect to each Relevant Entity, so long as Standard & Poor’s Rating
Services, a division of The McGraw-Hill Companies, Inc. (“S&P”) is currently rating the Notes and
either (i) the unsecured, unguaranteed and otherwise unsupported short-term
debt obligations of such Relevant Entity are rated “A-2” or below by
S&P or (ii) if such Relevant Entity does not have a short-term
rating from S&P, the unsecured, unguaranteed and otherwise unsupported
long-term senior debt obligations of Party A are rated “A” or below by
S&P (such event, an “S&P
Collateralization Event”), or


(B) with
respect to each Relevant Entity, so long as Moody’s Investors Service, Inc. (“Moody’s”) is currently rating the Notes and
either (i) such Relevant Entity has both a long-term and short-term rating by
Moody’s and (x) the unsecured, unguaranteed and otherwise unsupported
long-term senior debt obligations of such Relevant Entity are rated “A3” or
below by Moody’s or (y) the unsecured, unguaranteed and otherwise
unsupported short-term debt obligations of such Relevant Entity are rated “P-2”
or below by Moody’s, or (ii) no short-term rating is available from Moody’s and
the unsecured, unguaranteed and otherwise unsupported long-term senior debt
obligations of such Relevant Entity are rated “A2” or below by Moody’s (such
event, a “Moody’s Collateralization Event”),
or


(C) with
respect to each Relevant Entity, so long as Fitch, Inc. (“Fitch”) is currently rating the Notes and
either (i) the unsecured, unguaranteed and otherwise unsupported long-term
senior debt obligations of such Relevant Entity are rated “A” or below by Fitch
or (ii) the unsecured, unguaranteed and otherwise unsupported short-term
debt obligations of Party A are rated “F1” or below by Fitch (such event,
a “Fitch Collateralization Event”).


Relevant
Entity means Party A and any guarantor under an
Eligible Guarantee in respect of all of Party A’s present and future
obligations under this Agreement.



 9
 









(2)          Without
prejudice to Party A’s obligations under the Collateral Support Annex, during
any period in which a Collateralization Event is occurring, Party A shall,
at its own expense and within thirty (30) Business Days of such
Collateralization Event (or 30 calendar days, in the case of an S&P
Collateralization Event), do (or cause to have done) any of the following: (i)
post collateral according to the terms of the 1994 ISDA Credit Support Annex to
this Schedule, including Paragraph 13 thereof (the “Credit Support Annex”), (ii) furnish an Eligible Guarantee (as
defined below) of Party A’s obligations under this Agreement that is (in the
case of an S&P Collateralization Event) subject to the satisfaction of the
S&P Ratings Condition from a guarantor that satisfies, to the extent
applicable, (x) clause (a) of the definition of the Hedge Counterparty Ratings
Requirement (as defined herein), (y) clause (c) of the definition of the Hedge
Counterparty Ratings Requirement and (z) the Guarantor Ratings Requirements (as
defined herein), or (iii) obtain a substitute counterparty (and provide prior
written notice to each Rating Agency with respect thereto) that (a) is
reasonably acceptable to Party B, (b) satisfies the Hedge Counterparty
Ratings Requirement and (c) assumes the obligations of Party A under this
Agreement (through an assignment and assumption agreement in form and substance
reasonably satisfactory to Party B) or replaces the outstanding
Transactions hereunder with transactions on identical terms, except that
Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of
such assumption or replacement, must not, as a result thereof, be required to
withhold or deduct on account of tax under the Agreement or the new
transactions, as applicable, and such assumption or replacement must not lead
to a termination event or event of default occurring in respect of the new
transactions, as applicable, provided
further, that (in the case of an
S&P Collateralization Event) satisfaction of the S&P Ratings Condition
shall be required for any transfer of any Transactions under this Part
5(b)(2)(iii) unless such transfer is in connection with the assignment and
assumption of this Agreement by such substitute counterparty without
modification of its terms, other than the following terms:  party name, dates relevant to the effective
date of such transfer, tax representations (provided that the representations
in Part 2(a) are not modified) and any other representations regarding the
status of the substitute counterparty of the type included in Section (c) of
this Part 5 and notice information (in which case, Party A shall provide
written notice to S&P and the Indenture Trustee with respect thereto).  To the extent that Party A elects or is
required to post collateral pursuant to this Part 5(b)(2) following an S&P
Collateralization Event, Party A shall deliver to each Rating Agency (with a
copy to the Indenture Trustee) within thirty (30) calendar days of the
occurrence of such Collateralization Event an opinion acceptable to S&P as
to the enforceability of the Credit Support Annex and which confirms that,
notwithstanding the commencement of a case under the Bankruptcy Code with
respect to Party A, the collateral will (a) be available to meet swap
obligations notwithstanding the automatic stay and (b) if delivered
pre-bankruptcy, will not be subject to recovery as preferences or constructive
fraudulent conveyances, in each case subject to standard qualifications and
assumptions.


“Eligible Guarantee”
means an unconditional and irrevocable guarantee that is provided by a
guarantor as principal debtor rather than surety and is directly enforceable by
Party B, where either (A) a law firm has given a legal opinion confirming that
none of the guarantor’s payments to Party B under such guarantee will be
subject to withholding for Tax or (B) such guarantee provides that, in the
event that any of such guarantor’s payments to Party B are subject to
withholding for Tax, such guarantor is required to pay such additional amount
as is necessary to ensure that the net amount actually received by Party B
(free and clear of any withholding tax) will equal the full amount Party B would
have received had no such withholding been required.


An entity shall satisfy the “Guarantor Ratings Requirement” if (b) either (i)
the unsecured, unguaranteed and otherwise unsupported long-term senior debt
obligations of such entity are rated at least “A2” by Moody’s and the
unsecured, unguaranteed and otherwise unsupported short-term debt obligations
of such entity are rated at least “P-1” by Moody’s (if such entity has
both a long-term and short-term rating from Moody’s) or (ii) if such entity
does not have a short-



 10
 









term debt rating from Moody’s, the unsecured,
unguaranteed and otherwise unsupported long-term senior debt obligations of
such entity are rated at least “A1” by Moody’s. 
For the purpose of this definition, no direct or indirect recourse against
one or more shareholders of the entity (or against any Person in control of, or
controlled by, or under common control with, any such shareholder) shall be
deemed to constitute a guarantee, security or support of the obligations of the
entity.


An entity shall satisfy the “Hedge Counterparty Ratings Requirement” if (a)
either (i) the unsecured, unguaranteed and otherwise unsupported short-term
debt obligations of the entity are rated at least “A-1” by S&P or
(ii) if the entity does not have a short-term rating from S&P, the
unsecured, unguaranteed and otherwise unsupported long-term senior debt
obligations of the entity are rated at least “A+” by S&P, (b) either (i)
the unsecured, unguaranteed and otherwise unsupported long-term senior debt
obligations of such entity are rated at least “A3” by Moody’s and the
unsecured, unguaranteed and otherwise unsupported short-term debt obligations
of such entity are rated at least “P-2” by Moody’s (if such entity has
both a long-term and short-term rating from Moody’s) or (ii) if such entity
does not have a short-term debt rating from Moody’s, the unsecured,
unguaranteed and otherwise unsupported long-term senior debt obligations of
such entity are rated at least “A3” by Moody’s and (c) either (i) the
unsecured, unguaranteed and otherwise unsupported long-term senior debt
obligations of such substitute counterparty are rated at least “A” by Fitch or
(ii) the unsecured, unguaranteed and otherwise unsupported short-term debt
obligations of such substitute counterparty are rated at least “F1” by
Fitch.  For the purpose of this
definition, no direct or indirect recourse against one or more shareholders of
the entity (or against any Person in control of, or controlled by, or under
common control with, any such shareholder) shall be deemed to constitute a
guarantee, security or support of the obligations of the entity.


“S&P Ratings Condition”
shall mean prior written confirmation from S&P that a proposed action will
not cause the downgrade or withdrawal of the then current ratings of any
outstanding Notes.


“Rating Agency” shall
mean each of S&P, Moody’s and Fitch


(3)          It
shall be a ratings event (“Ratings Event”)
if at any time after the date hereof (A) so long as S&P is currently rating
the Notes and (i) the unsecured, unguaranteed and otherwise unsupported
long-term senior debt obligations of each Relevant Entity are rated “BB+” or
below by S&P, or (ii) the unsecured, unguaranteed and otherwise unsupported
short-term debt obligations of each Relevant Entity are rated “B” or below by
S&P or (iii) if at any time after the date hereof S&P withdraws all of
each Relevant Entity’s ratings and no longer rates any Relevant Entity (such
event, an “S&P Ratings Event”),
(B) so long as Moody’s is currently rating the Notes and either (i) the
unsecured, unguaranteed and otherwise unsupported long-term senior debt
obligations of each Relevant Entity are unrated or rated “Baa1” or below by
Moody’s (or such rating is withdrawn) or (ii) the unsecured, unguaranteed and
otherwise unsupported short-term debt obligations of each Relevant Entity are
unrated or rated “P-3” or below by Moody’s (or such rating is withdrawn)
(such event, a “Moody’s Ratings Event”)
or (C) so long as Fitch is currently rating the Notes and either (i) the
unsecured, unguaranteed and otherwise unsupported long-term senior debt
obligations of each Relevant Entity are rated below “BBB+” by Fitch, or (ii)
the unsecured, unguaranteed and otherwise unsupported short-term debt
obligations of each Relevant Entity are rated below “F2” by Fitch (such event,
a “Fitch Ratings Event”).


 (4)  Following
a Ratings Event, Party A shall take the following actions:


(a)   in the case of an S&P Ratings Event,
Party A, at its sole expense, shall (i) within 10 Business Days, subject
to extension upon satisfaction of the S&P Ratings Condition, of the



 11
 









Ratings Event,
obtain a substitute counterparty (and provide written notice to each Rating
Agency with respect thereto), that (A) satisfies the Hedge Counterparty Ratings
Requirement and (B) assumes the obligations of Party A under this
Agreement (through an assignment and assumption agreement in form and substance
reasonably satisfactory to Party B) or replaces the outstanding
Transactions hereunder with transactions on identical terms, except that
Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of
such assumption or replacement, must not, as a result thereof, be required to
withhold or deduct on account of tax under the Agreement or the new
transactions, as applicable, and such assumption or replacement must not lead
to a termination event or event of default occurring in respect of the new
transactions, as applicable; provided further
that satisfaction of the S&P Ratings Condition shall be required within
such 10 Business Days or longer period, as applicable, for any transfer of any
Transaction under this clause (a)(i) unless such transfer is in connection with
the assignment and assumption of this Agreement without modification of its
terms by such counterparty, other than the following terms:  party name, dates relevant to the effective
date of such transfer, tax representations (provided that the representations
in Part 2(a) are not modified) and any other representations regarding the
status of the substitute counterparty of the type included in Section (c) of
this Part 5 and notice information (in which case, Party A shall provide prior
written notice to S&P and the Indenture Trustee with respect thereto) and
(ii) post collateral according to the terms of the Credit Support Annex; and


(b)   in the case of a Moody’s Ratings Event or a
Fitch Ratings Event, Party A, at its sole expense, shall (i) use
commercially reasonable efforts to, as soon as reasonably practicable, (A)
furnish an Eligible Guarantee of Party A’s obligations under this Agreement
from a guarantor that satisfies paragraph (b) of the definition of Hedge
Counterparty Ratings Requirement or (B) obtain a substitute counterparty (and
provide prior written notice to each Rating Agency with respect thereto) that
(1) is reasonably acceptable to Party B, (2) satisfies the paragraph (b) of the
definition of Hedge Counterparty Ratings Requirement and (3) assumes the
obligations of Party A under this Agreement (through an assignment and
assumption agreement in form and substance reasonably satisfactory to Party B)
or replaces the outstanding Transactions hereunder with transactions on
substantially the same terms, including rating triggers, credit support
documentation and other provisions of this Agreement, except that Party A shall
be replaced as counterparty, provided
that such substitute counterparty, as of the date of such assumption or
replacement, must not, as a result thereof, be required to withhold or deduct
on account of tax under the Agreement or the new transactions, as applicable,
and such assumption or replacement must not lead to a termination event or
event of default occurring in respect of the new transactions, as applicable
and (ii) upon the occurrence of an S&P Ratings Event, post collateral
according to the terms of the Credit Support Annex.


Rating Agency Approval shall mean prior written
confirmation from S&P and notification sent to Moody’s that such action
will not cause them to downgrade or withdraw its then-current ratings of any outstanding
Notes.


(c)          Section 3(a) of this
Agreement is hereby amended to include the following additional representations
after paragraph 3(a)(v):


(vi) Eligible Contract
Participant. It is an “eligible contract participant” as such
term is defined in Section 35.1 (b) (2) of the regulations (17 C.F.R. 35)
promulgated under and as defined in section 1a(12) of the U.S. Commodity
Exchange Act, as amended.


(vii) Individual Negotiation.
This Agreement and each Transaction hereunder is subject to individual negotiation
by the parties.



 12
 









(viii) Relationship between Party
A and Party B. Subject as provided in Part 5(f), each of Party A
and Party B will be deemed to represent to the other on the date on which it
enters into a Transaction or an amendment thereof that (absent a written
agreement between Party A and Party B that expressly imposes affirmative
obligations to the contrary for that Transaction):


(1)           Capacity.  Party A represents to Party B on the date on
which Party A enters into this Agreement and each Transaction that it is
entering into the Agreement and such Transaction as principal and not as agent
of any person.


(2)           Non-Reliance. 
Party A is acting for its own account and with respect to
Party B, the Trustee is executing this Agreement as trustee on behalf of the
Trust.  Each party has made its own
independent decisions to enter into that Transaction and as to whether that
Transaction is appropriate or proper for it based upon its own judgment and
upon advice from such advisors as it has deemed necessary. It is not relying on
any communication (written or oral) of the other party as investment advice or
as a recommendation to enter into that Transaction; it being understood that
information and explanations related to the terms and conditions of a Transaction
shall not be considered investment advice or a recommendation to enter into
that Transaction. No communication (written or oral) received from the other
party shall be deemed to be an assurance or guarantee as to the expected
results of that Transaction.


(3)           Evaluation and Understanding. It is
capable of evaluating and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the terms,
conditions and risks of this Agreement and each Transaction hereunder. It is
also capable of assuming, and assumes, all financial and other risks of this
Agreement and each Transaction hereunder.


(4)           Status of Parties. The other party
is not acting as a fiduciary or an advisor for it in respect of that
Transaction.


(d)  Section 4 is hereby amended by adding the
following new agreement:


Actions
Affecting Representations. Party B agrees not to take any
action during the term of this Agreement or any Transaction hereunder that
renders or could render any of the representations and warranties in this
Agreement untrue, incorrect, or incomplete, and, if any event or condition
occurs that renders or could render any such representation untrue, incorrect,
or incomplete, Party B will immediately give written notice thereof to Party A.


(e)   Transfer.


(i)  Section 7 is hereby amended to
read in its entirety as follows:


Except as stated under Section
6(b)(ii), provided that to the extent Party A makes a transfer pursuant to
Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies
of such transfer, neither Party A nor Party B is permitted to assign, novate or
transfer (whether by way of security or otherwise) as a whole or in part any of
its rights, obligations or interests
under this Agreement or any Transaction without the prior written consent of
the other party; provided, however,
that (i) Party A may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of
substantially all of its assets to, another entity, or an incorporation,
reincorporation or reconstitution, and (ii) Party A may transfer this Agreement
to any Person that is an office, branch or affiliate of Party A (any such
Person, office, branch or affiliate, a Transferee) on
at least five Business Days’ prior written notice to Party B; provided that, with respect to clause (ii), (A) as of the
date of such transfer the Transferee will not



 13
 









be required to withhold or deduct
on account of a Tax from any payments under this Agreement unless the Transferee
will be required to make payments of additional amounts pursuant to Section
2(d)(i)(4) of this Agreement in respect of such Tax; (B) a Termination Event or
Event of Default does not occur under this Agreement as a result of such
transfer; (C) such notice is accompanied by a written instrument pursuant to
which the Transferee acquires and assumes the rights and obligations of Party A
so transferred; and (D) Party A will be responsible for any costs or expenses
incurred in connection with such transfer. 
Party B will execute such documentation as is reasonably deemed
necessary by Party A for the effectuation of any such transfer.  Notwithstanding the foregoing, no transfer
shall be made unless the transferring party obtains a written acknowledgment from
each of the Rating Agencies that, notwithstanding such transfer, the
then-current ratings of the Notes will not be reduced or withdrawn, provided, however, that this provision shall not apply to
any transfer that is made pursuant to the provisions of Part 5(b) of this
Agreement.


Except as
specified otherwise in the documentation evidencing a transfer, a transfer of
all the obligations of Party A made in compliance with this Section 7 will
constitute an acceptance and assumption of such obligations (and any related
interests so transferred) by the Transferee, a novation of the transferee in
place of Party A with respect to such obligations (and any related interests so
transferred), and a release and discharge by Party B of Party A from, and an
agreement by Party B not to make any claim for payment, liability, or otherwise
against Party A with respect to, such obligations from and after the effective
date of the transfer.


In addition, Party
A may transfer this Agreement without the prior written consent of the Trustee
on behalf of Party B but with prior written notice to S&P and the Trustee
and the Indenture Trustee, to an Affiliate of Party A that (i) satisfies the
Hedge Counterparty Rating Requirements or that has furnished a guarantee,
subject to the S&P Ratings Condition, of the obligations under this
Agreement from a guarantor that satisfies, to the extent applicable, (x) clause
(a) of the definition of the Hedge Counterparty Ratings Requirement, (y) clause
(c) of the definition of the Hedge Counterparty Ratings Requirement and (z) the
Guarantor Ratings Requirements and (ii) as of the date of such transfer such
Affiliate will not be required to withhold or deduct on account of a Tax from
any payments under this Agreement unless such Affiliate will be required to
make payments of additional amounts pursuant to Section 2(d)(i)(4) of this
Agreement in respect of such Tax; provided that satisfaction of the S&P
Ratings Condition will be required unless such transfer is in connection with
the assignment and assumption of this Agreement by such an Affiliate without
modification of its terms, other than the following terms: party name, dates
relevant to the effective date of such transfer, tax representations (provided
that the representations in Part 2(a) are not modified) and any other
representations regarding the status of such an Affiliate the substitute
counterparty of the type included in Section (c) of this Part 5 and notice
information (in which case, Party A shall provide written notice to S&P
with respect thereto).


(ii)          
If an Eligible Replacement has made a Firm Offer (which means an offer that
will become legally binding upon acceptance by Party B) to be the transferee
pursuant to a Permitted Transfer, Party B shall, at Party A’s written request
and at Party A’s expense, take any reasonable steps required to be taken by
Party B to effect such transfer.


(f)            Trustee
Capacity.  Notwithstanding
anything contained herein to the contrary, in executing this Agreement
(including the Schedule, Credit Support Annex and each Confirmation) on behalf
of Party B, Wilmington Trust Company (the “Trustee”)
is acting solely in its capacity as trustee of Party B and not in its
individual capacity, and in no event shall the Trustee, in its individual
capacity, have any liability for the representations, warranties, covenants,
agreements or other obligations of Party B hereunder, for which recourse shall
be had solely to the assets of Party B.



 14















(g)         Proceedings.  Party A shall not institute against or cause
any other person to institute against, or join any other person in instituting
against Party B, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any federal or state
bankruptcy, dissolution or similar law, for a period of one year and one day, or if longer the applicable preference period then
in effect, following indefeasible payment in full of the Notes.  Nothing
shall preclude, or be deemed to stop, Party A (i) from taking any action prior
to the expiration of the aforementioned one year and one day period, or if
longer the applicable preference period then in effect, in (A) any case or
proceeding voluntarily filed or commenced by Party B or (B) any involuntary
insolvency proceeding filed or commenced by a Person other than Party A, (ii)
from commencing against Party B any legal action which is not a bankruptcy,
reorganization, arrangement, insolvency, moratorium, liquidation or similar
proceeding, or (iii) from taking any action (not otherwise mentioned in this
paragraph) which will prevent an impairment of any right afforded to it under
any Basic Document as a third party beneficiary.  This provision shall survive termination of
this Agreement.


(h)         Change of Account.  Section 2(b) of this Agreement is hereby
amended by the addition of the following after the word “delivery” in the first
line thereof:-


“to another account in the same legal and tax jurisdiction as the
original account”


(i)             Basic Document Amendments.  Party B
will provide at least ten days’ prior written notice to Party A of any proposed
amendment or modification to any Basic Document and Party B will obtain the
prior written consent of Party A to any such amendment or modification, where
such consent is required under the terms of a Basic Document (such consent not
to be unreasonably withheld).


(j)             No  Set-off.  Except as expressly provided for in Section
2(c) or Section 6 hereof, and notwithstanding any other provision of this
Agreement or any other existing or future agreement, each party irrevocably
waives any and all rights it may have to set off, net, recoup or otherwise
withhold or suspend or condition payment or performance of any obligation
between it and the other party hereunder against any obligation between it and
the other party under any other agreements. 
Section 6(e) shall be amended by deleting the following sentence: “The
amount, if any, payable in respect of an Early Termination Date and determined
pursuant to this Section will be subject to any Set-off.”.


(k)          Notice of Certain Events or
Circumstances.  Each party
agrees, upon learning of the occurrence or existence of any event or condition
that constitutes (or that with the giving of notice or passage of time or both
would constitute) an Event of Default or Termination Event with respect to such
party, promptly to give the other party notice of such event or condition (or,
in lieu of giving notice of such event or condition in the case of an event or
condition that with the giving of notice or passage of time or both would
constitute an Event of Default or Termination Event with respect to the party,
to cause such event or condition to cease to exist before becoming an Event of
Default or Termination Event); provided that
failure to provide notice of such event or condition pursuant to this Part 5(k)
shall not constitute an Event of Default or a Termination Event.


(l)             Regarding
Party A.  Party B
acknowledges and agrees that Party A has had and will have no involvement in
and, accordingly Party A accepts no responsibility for:  (i) the establishment, structure, or choice
of assets of Party B; (ii) the selection of any person performing services for or acting on behalf of Party B;
(iii) the selection of Party A as the Counterparty;
(iv) the terms of the Notes; (v) the preparation of or passing on the
disclosure and other information contained in any offering circular for the
Notes, or any other agreements or documents used by Party B or any other party
in connection with the marketing and sale of the Notes (other than information
provided by Party A for purposes of the disclosure document relating to the
Notes); (vi) the ongoing operations



 15
 









and administration of Party B, including the
furnishing of any information to Party B which is not specifically required
under this Agreement; or (vii) any other aspect of Party B’s existence.


(m)       Rating
Agency Approval on Amendment. 
In addition to the requirements of Section 9, this Agreement will not be
amended unless Party B shall have received Rating Agency Approval.


(n)         Jurisdiction. Section 13(b) is
hereby amended by: (i) deleting in the second line of subparagraph (i) thereof
the word “non-”: and (ii) deleting the final paragraph thereof.


(o)         Limited Recourse.  The liability of Party B to Party A hereunder
is limited in recourse to the Collateral and the payment of interest and
principal proceeds thereon applied in accordance with the terms of the Basic
Documents.  It is understood that the
foregoing provisions shall not (i) prevent recourse to the Collateral for the
sums due or to become due under any security, instrument or agreement which is
part of the Collateral in accordance with the Indenture (subject to the
priority of payments set forth in the Indenture and the Sale and Servicing
Agreement) or (ii) constitute a waiver, release or discharge of any obligation
of Party B arising under this Agreement until the Collateral has been realized
and the proceeds applied in accordance with the Indenture and the Sale and Servicing
Agreement.


(p)         Payments
to Party A Subject to Priority of Payments. 
Party A hereby agrees that, notwithstanding any provision
of this agreement to the contrary, Party B’s obligations to pay any amounts
owing under Section 6(e) of this Agreement where Party A is either the
Defaulting Party or the sole Affected Party (other than pursuant to an
Illegality or Tax Event) shall be subject to the payment priority described in
Section 5.6 of the Sale and Servicing Agreement and Party A’s right to receive
payment of such amounts shall be subject to the payment priority described at
Section 5.6 of the Sale and Servicing Agreement.


(q)         Waiver
of Jury Trial. Each party waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in
respect of any suit, action or proceeding relating to this Agreement or any
Credit Support Document.  Each party
certifies (i) that no representative, agent or attorney of the other party or
any Credit Support Provider has represented, expressly or otherwise, that such
other party would not, in the event of such a suit, action or proceeding, seek
to enforce the foregoing waiver and (ii) acknowledges that it and the other
party have been induced to enter into this Agreement and provide for any Credit
Support Document, as applicable, by, among other things, the mutual waivers and
certifications in this Section.


(r)            Consent
to Recording. Each party (i) consents to the recording of the
telephone conversations of trading and marketing personnel of the parties and
their Affiliates in connection with this Agreement or any potential transaction
and (ii) if applicable, agrees to obtain any necessary consent of, and give
notice of such recording to, such personnel of it and its Affiliates.


(s)          Severability.  If any term, provision, covenant, or
condition of this Agreement, or the application thereof to any party or
circumstance, shall be held to be illegal, invalid or unenforceable (in whole
or in part) for any reason, the remaining terms, provisions, covenants and
conditions hereof shall continue in full force and effect as if this Agreement
had been executed with the illegal, invalid or unenforceable portion
eliminated, so long as this Agreement as so modified continues to express,
without material change, the original intentions of the parties as to the
subject matter of this Agreement and the deletion of such portion of this
Agreement will not substantially impair the respective benefits or expectations
of the parties to this Agreement.


(t)            Escrow Payments.  If (whether by reason of the time difference
between the cities in which payments or deliveries are to be made or otherwise)
it is not possible for simultaneous payments or deliveries  to be



 16
 









made on any date on which both
parties are required to make payments or deliveries hereunder, either party may
at its option and in its sole discretion notify the other party (Section 2(b)
of this Agreement notwithstanding) that payments or deliveries on that date are
to be made in escrow (such party being the “Appointing Party”).  In this case, deposit of the payment or
delivery due earlier on that date will be made by 2:00 pm (local time at the
place for the earlier payment or delivery) on that date with an escrow agent
selected by the Appointing Party, accompanied by irrevocable payment or
delivery instructions (i) to release the deposited payment or delivery to the
intended recipient upon receipt by the escrow agent of the required deposit of
the corresponding payment or delivery from the other party on the same date accompanied
by irrevocable payment or delivery instructions to the same effect, or (ii) if
the required deposit of the corresponding payment or delivery is not made on
that same date, to return the payment or delivery deposited to the party that
paid or delivered it into escrow.  The
Appointing Party will pay all costs of the escrow arrangements.    Any amounts payable or deliveries to be
made under this Agreement by the Appointing Party which are not received by the
other party hereto on the due date will remain due and payable or to be made by
the Appointing Party as of such date (assuming timely payment or delivery on
the due date of amounts payable or deliveries to be made by the other party
hereto).  Any amounts or deliveries due
from the other party, which have been paid or delivered to the escrow agent in
accordance with this Part 5(t) (and any instructions in connection therewith
given to the other party by the Appointing Party) shall be treated as having
been paid or delivered by such other party and received by the Appointing Party
as of the date on which they were paid or delivered to the Appointing Party’s
escrow agent.  The Appointing Party shall
cause the escrow arrangements to provide that the other party shall be entitled
to interest on any payment due to be deposited first for each day in the period
of its deposit at the rate offered by the escrow agent for that day for
overnight deposits in the relevant currency in the office where it holds that
deposited payment (at 11:00 a.m. local time on that day) if that payment is not
released by to the other party 5:00 p.m. local time on the date it is deposited
for any reason other than the intended recipient’s failure to make the escrow
deposit it is required to make under this paragraph in a timely fashion..


(u)         Compliance
with Regulation AB.


(i)    Party A
agrees and acknowledges that Depositor (“Depositor”) is
required under Regulation AB under the Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
(such regulation, “Regulation AB”),
to disclose certain financial information regarding Party A or its group of
affiliated entities, if applicable, depending on the aggregate “significance
percentage” of this Agreement and any other derivative contracts between Party
A or its group of affiliated entities, if applicable, and Party B, as
calculated from time to time in accordance with Item 1115 of Regulation AB.


(ii)   It shall
be a swap disclosure event (“Swap Disclosure Event”)
if, on any Business Day during the term of the Transaction, Depositor requests
from Party A the applicable financial information described in Item 1115 of
Regulation AB (such request to be based on a reasonable determination by
Depositor, in good faith, that such information is required under Regulation AB
as a result of the aggregate “significance percentage” exceeding 10%) (the “Swap Financial Disclosure”).


(iii)  Upon the
occurrence of a Swap Disclosure Event, Party A, at its own expense, shall (a)
provide to Depositor the Swap Financial Disclosure, (b) secure another entity
to replace Party A as party to this Agreement on terms substantially similar to
this Agreement and subject to prior notification to the Rating Agencies, provided, that satisfaction of the S&P Ratings Condition
shall be required for any transfer of any Transactions under this clause (iii)
unless such transfer is in connection with the assignment and assumption of
this Agreement by such substitute counterparty without modification of its
terms, other than the following terms: 
party name, dates relevant to the effective date of such transfer, tax
representations (provided that the representations in Part 2(a) are not
modified) and any other representations regarding the status of the substitute
counterparty of the type included in Section (c) of this Part 5 and notice
information (in which case, Party A shall provide written notice to S&P



 17
 









with respect thereto), which entity (or a guarantor
therefor) meets or exceeds the Hedge Counterparty Ratings Requirement or Guarantor
Ratings Requirement, as the case may be, and which entity is able to comply
with the financial information disclosure requirements of Item 1115 of
Regulation AB or (c) obtain a guaranty of the Party A’s obligations under this
Agreement from an affiliate of the Party A that is able to comply with the
financial information disclosure requirements of Item 1115 of Regulation AB,
such that disclosure provided in respect of the affiliate will satisfy any
disclosure requirements applicable with respect to the Counterparty, and cause
such affiliate to provide Swap Financial Disclosure.  If permitted by Regulation AB, any required
Swap Financial Disclosure may be provided by incorporation by reference from
reports filed pursuant to the Exchange Act. 
If, upon the occurrence of a Swap Disclosure Event, Party A has not
complied with any other provision set forth in the Disclosure Agreement (as
defined below), then an Additional Termination Event shall have occurred with
respect to Party A and Party A shall be the sole Affected Party with respect to
such Additional Termination Event.  “Disclosure
Agreement” shall mean that certain Indemnification and Disclosure Agreement,
dated as of March 5, 2007, between CNH Capital Receivables LLC, as depositor,
and Credit Suisse International, as swap provider.  Party B shall be a third party beneficiary of
the Disclosure Agreement.


(v)   Third
Party Beneficiary.


Depositor shall be an express third party beneficiary
of this Agreement as if a party hereto to the extent of the Depositor’s rights
explicitly specified herein


(w)  Credit Support Default.  Section 5(a)(iii)(1) of this Agreement is
hereby deleted and replaced with the following:


“(1) The occurrence of an Event of Default under any
Credit Support Document if such Event of Default is continuing after any
applicable grace period has elapsed;”


(x)  Tax.  Notwithstanding the definition of “Indemnifiable
Tax” in Section 14 of this Agreement, in relation to payments by Party A, any
Tax shall be an Indemnifiable Tax and, in relation to payments by Party B, no
Tax shall be an Indemnifiable Tax.


(y)     Calculations.  Notwithstanding Section 6 of this Agreement,
so long as Party A is (A) the sole Affected Party (other than pursuant to an
Illegality or a Tax Event) or (B) the Defaulting Party in respect of any Event
of Default, paragraphs (i) to (vii) below shall apply:


(i)            Notwithstanding Part 1(f) hereof, “Market
Quotation” shall apply, and the definition of “Market Quotation” shall be
deleted in its entirety and replaced with the following:


““Market
Quotation” means, with respect to one or more Terminated
Transactions, a Live Bid which is (1) made by a Reference Market-maker that is
an Eligible Replacement, (2) for an amount that would be paid to Party B
(expressed as a negative number) or by Party B (expressed as a positive number)
in consideration of an agreement between Party B and such Reference
Market-maker to enter into a transaction (the “Replacement
Transaction”) that would have the effect of preserving for such
party the economic equivalent of any payment or delivery (whether the
underlying obligation was absolute or contingent and assuming the satisfaction
of each applicable condition precedent) by the parties under Section 2(a)(i) in
respect of such Terminated Transactions or group of Terminated Transactions
that would, but for the occurrence of the relevant Early Termination Date, have
been required after that date, (3) made on the basis that Unpaid Amounts in
respect of the Terminated Transaction or group of Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early



 18
 









Termination Date is to be
included and (4) made in respect of a Replacement Transaction with terms
substantially the same as those of this Agreement (save for the exclusion of
provisions relating to Transactions that are not Terminated Transactions).”


(ii)           The definition of “Settlement Amount”
shall be deleted in its entirety and replaced with the following:


““Settlement
Amount” means, with respect to any Early Termination Date, an
amount (as determined by Party B based on information provided by the Reference
Market-Maker) equal to the Termination Currency Equivalent of the amount
(whether positive or negative) of any Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions that is accepted by
Party B so as to become legally binding, provided that:


(1)                                     If,
on the day falling ten Local Business Days after the day on which the Early
Termination Date is designated or such later day as Party B may specify in
writing to Party A (but in either case no later than the Early Termination
Date) (such day the “Latest Settlement Amount
Determination Day”), no Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions has been accepted by
Party B so as to become legally binding and one or more Market Quotations have
been made and remain capable of becoming legally binding upon acceptance, the
Settlement Amount shall equal the Termination Currency Equivalent of the amount
(whether positive or negative) of the lowest of such Market Quotations (for the
avoidance of doubt, the lowest of such Market Quotations shall be the lowest
Market Quotation of such Market Quotations expressed as a positive number or,
if any of such Market Quotations is expressed as a negative number, the Market
Quotation expressed as a negative number with the largest absolute value); and


(2)                                     If,
on the Latest Settlement Amount Determination Day, no Market Quotation for the
relevant Terminated Transaction or group of Terminated Transactions is accepted
by Party B so as to become legally binding and no Market Quotations have been
made and remain capable of becoming legally binding upon acceptance, the
Settlement Amount shall equal Party B’s Loss (whether positive or negative and
without reference to any Unpaid Amounts) for the relevant Terminated
Transaction or group of Terminated Transactions.


(iii)          For the purpose of clause (4) of the
definition of Market Quotation, Party B shall determine, based on information
provided by the Reference Market-Maker, whether a Live Bid is made in respect
of a Replacement Transaction with commercial terms substantially the same as
those of this Agreement (save for the exclusion of provisions relating to
Transactions that are not Terminated Transactions); provided,
however, that notwithstanding the provisions of this Part 5(y),
nothing in this Agreement shall preclude Party A from obtaining Market
Quotations.


(iv)          At any time on or before the Latest
Settlement Amount Determination Day at which two or more Market Quotations
remain capable of becoming legally binding upon acceptance, Party B shall be
entitled to accept only the lowest of such Market Quotations (for the avoidance
of doubt, the lowest of such Market Quotations shall be the lowest Market
Quotation of such Market Quotations expressed as a positive number or, if any
of such Market Quotations is expressed as a negative number, the Market
Quotation expressed as a negative number with the largest absolute value).


(v)           If Party B requests Party A in
writing to obtain Market Quotations, Party A shall use its reasonable efforts
to do so before the Latest Settlement Amount Determination Day.


(vi)          If the Settlement Amount is a negative
number, Section 6(e)(i)(3) of this Agreement shall be deleted in its entirety
and replaced with the following:



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“Second
Method and Market Quotation. If Second Method and Market
Quotation apply, (1) Party B shall pay to Party A an amount equal to the
absolute value of the Settlement Amount in respect of the Terminated
Transactions, (2) Party B shall pay to Party A the Termination Currency
Equivalent of the Unpaid Amounts owing to Party A and (3) Party A shall pay to
Party B the Termination Currency Equivalent of the Unpaid Amounts owing to
Party B; provided that, (i) the amounts payable under (2) and (3) shall be
subject to netting in accordance with Section 2(c) of this Agreement and (ii)
notwithstanding any other provision of this Agreement, any amount payable by
Party A under (3) shall not be netted-off against any amount payable by Party B
under (1).”


(vii)         For purposes of this Part 5(y),


“Eligible
Replacement” means an entity (A) satisfying the Hedge Counterparty
Ratings Requirement or (B) whose present and future obligations owing to Party
B are guaranteed pursuant to a guarantee provided by a guarantor satisfying, to
the extent applicable, (x) clause (a) of the definition of the Hedge
Counterparty Ratings Requirement, (y) clause (c) of the definition of the Hedge
Counterparty Ratings Requirement and (z) the Guarantor Ratings Requirements.


“Live Bid”
means a firm quotation from a Reference Market-maker that is an Eligible
Replacement which, when made, was capable of becoming legally binding upon
acceptance.


(z)           Rating
Agency Notifications. 
Notwithstanding any other provision of this Agreement, this Agreement
shall not be amended, no Early Termination Date shall be effectively designated
by Party B, and no transfer of any rights or obligations under this Agreement
shall be made (other than a transfer of all of Party A’s rights and obligations
with respect to this Agreement in accordance with Part 5(e) above) unless each Rating
Agency has been given prior written notice of such amendment, designation or
transfer.


(aa) Applicable Rating Agency. 
Rating triggers and other Rating Agency-related provisions herein apply
only for so long as that particular Rating Agency is rating the swapped notes.


(bb)  Timing of
Payments by Party B upon Early Termination.  Notwithstanding anything to the contrary in
Section 6(d)(ii), to the extent that all or a portion (in either case, the “Unfunded
Amount”) of any amount that is calculated as being due in respect of any Early
Termination Date under Section 6(e) from Party B to Party A will be paid by
Party B from amounts other than any upfront payment paid to Party B by an
Eligible Replacement that has entered a Replacement Transaction with Party B,
then such Unfunded Amount shall be due on the next subsequent Distribution Date
following the date on which the payment would have been payable as determined
in accordance with Section 6(d)(ii), and on any subsequent Distribution Dates
until paid in full (or if such Early Termination Date is the final Distribution
Date, on such final Distribution Date); provided, however, that if the date on
which the payment would have been payable as determined in accordance with
Section 6(d)(ii) is a Distribution Date, such payment will be payable on such
Distribution Date.



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     IN WITNESS WHEREOF, the
parties have executed this document by their duly authorized officers with
effect from the date so specified on the first page hereof.


	
  CREDIT SUISSE INTERNATIONAL

  	
   

  	
  CNH EQUIPMENT TRUST 2007-A 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Wilmington Trust Company, 

  not in its individual capacity but 

  solely as Trustee under the 

  Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Marleen Nobile

  	
   

  	
   

  	
  By:  

  	
  /s/ James A. Hanley

  	
   

  
	
  Name:

  	
  Marleen Nobile

  	
   

  	
   

  	
  Name:

  	
  James A. Hanley

  
	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   By:

  	
  /s/ Karnel Ouchikh

  	
   

  	
   

  
	
  Name:

  	
  Karnel Ouchikh

  	
   

  	
   

  
	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  
											



 



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