Exhibit 4.8


 


	
  

  	
  CREDIT SUISSE
  INTERNATIONAL

  
	
   

  	
  One Cabot Square,

  	
  Telephone 020 7888 8888

  
	
   

  	
  London E14 4QJ

  	
  www.credit-suisse.com

  



 


March 6, 2007


CNH Equipment
Trust 2007-A


100 South Saunders Road


Lake Forest, Illinois 60045


USA


Attention: Financial Risk
Management/Treasury


Telephone No.: (847) 955-3945


Facsimile No.:   (847) 955-4938


	
  Ref. No.

  	
  External ID: 53200697/Risk ID: 447712341

  



 


Dear
Sir/Madam:


The
purpose of this letter agreement (this “Confirmation”) is to confirm the terms
and conditions of the Transaction entered into between us on the Trade Date
specified below (the “Transaction”). 
This Confirmation constitutes a “Confirmation” as referred to in the
Agreement specified below.


In this Confirmation “Party
A” means Credit Suisse International and “Party B” means CNH Equipment
Trust 2007-A


1.                                       The
definitions and provisions contained in (i) the 2000 ISDA Definitions (the “ISDA
Definitions”), as published by the International Swaps and Derivatives Association,
Inc. and (ii) Appendix A to the 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, are incorporated into
this Confirmation.  In the event of any
inconsistency between the ISDA Definitions and this Confirmation, this
Confirmation will govern.  References
herein to a “Transaction” shall be deemed to be references to a “Swap
Transaction” for purposes of the ISDA Definitions.


This Confirmation
supplements, forms part of, and is subject to, the 1992 ISDA Master Agreement
dated as of March 1, 2007 (as amended and supplemented from time to time the “Agreement”)
between Party A and Party B.  All
provisions contained in the Agreement govern this Confirmation, except as
expressly modified below.













Party
A and Party B each represents to the other that it has entered into this Swap
Transaction in reliance upon such tax, accounting, regulatory, legal, and
financial advice as it deems necessary and not upon any view expressed by the
other.


2.              The
terms of the particular Transaction to which this Confirmation relates are as
follows:


	
  

  	
  Transaction Type:

  	
   

  	
  Interest Rate Swap

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Trade Date:

  	
   

  	
  March 6, 2007

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Effective Date:

  	
   

  	
  March 16, 2007

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Termination
  Date:

  	
   

  	
  The earlier of (i) September 17, 2012 and (ii) the date on which the Note Balance
  of the A-4 Notes is reduced to zero.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Currency for
  Payments:

  	
   

  	
  U.S. Dollars

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Notional Amount:

  	
   

  	
  For the Initial Calculation Period, the Notional
  Amount shall be equal to USD 358,000,000.00. For each subsequent Calculation
  Period, the Notional Amount shall be equal to the Outstanding Amount of the
  A-4 Notes on the first day of such Calculation Period. With respect to any
  Payment Date, the Outstanding Amount of the A-4 Notes will be determined
  using the Servicer’s Certificate issued on or about the first day of the
  related Calculation Period (giving effect to any reductions of the
  Outstanding Amount of the A-4 Notes reflected in such Servicer’s
  Certificate).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Calculation
  Periods:

  	
   

  	
  For each Payment Date, the period from and including
  the immediately preceding Payment Date to, but excluding, such Payment Date
  (without regard to any Business Day adjustment in respect of Payment Dates,
  in the case of Fixed Rate Calculation Periods), during the Term of this
  Transaction, except that (a) the initial Calculation Period will commence on,
  and include, the Effective Date, and (b) the final Calculation Period will
  end on, but exclude, the Termination Date (without regard to any Business Day
  adjustment in respect of Payment Dates, in the case of the final Fixed Rate
  Calculation Periods).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Initial
  Calculation Period:

  	
   

  	
  From and including the Effective Date to but 

  



 



 2
 









 


	
  

  	
   

  	
  excluding April 15, 2007

  
	
   

  	
   

  	
   

  
	
   

  	
  Calculation
  Agent:

  	
  Party A

  
	
   

  	
   

  	
   

  
	
   

  	
  Business Day:

  	
  New York

  
	
   

  	
   

  	
   

  
	
   

  	
  Business Day
  Convention:

  	
  Following

  
	
   

  	
   

  	
   

  
	
   

  	
  Fixed
  Amounts:

  	
   

  
	
   

  	
  Fixed Rate
  Payer:

  	
  Party B

  
	
   

  	
   

  	
   

  
	
   

  	
  Fixed Amount
  Period End 

  Dates:

  	
  The 15th of each month, commencing on and including
  April 15, 2007 and ending on and including the Termination Date; with No
  Adjustment

  
	
   

  	
   

  	
   

  
	
   

  	
  Fixed Amount
  Payment 

  Dates:

  	
  The 15th of each month commencing on and including
  April 15, 2007 and ending on and including the Termination Date, subject to
  adjustment in accordance with the Following Business Day Convention.

  
	
   

  	
   

  	
   

  
	
   

  	
  Fixed Rate:

  	
  4.905% per annum

  
	
   

  	
   

  	
   

  
	
   

  	
  Fixed Rate Day
  Count 

  Fraction:

  	
  30/360

  
	
   

  	
   

  	
   

  
	
   

  	
  Floating
  Amounts:

  	
   

  
	
   

  	
  Floating Rate
  Payer:

  	
  Party A

  
	
   

  	
   

  	
   

  
	
   

  	
  Floating Amount
  Period 

  End Dates:

  	
  The 15th of each month, commencing on and including
  April 15, 2007 and ending on and including the Termination Date, subject to
  adjustment in accordance with the Following Business Day Convention.

  
	
   

  	
   

  	
   

  
	
   

  	
  Floating Amount
  Payment 

  Dates:

  	
  The 15th of each month commencing on and including
  April 15, 2007 and ending on and including the Termination Date, subject to
  adjustment in accordance with the Following Business Day Convention.

  
	
   

  	
   

  	
   

  
	
   

  	
  Floating Rate
  for initial

  Calculation Period:

  	
  Determined two London Banking Days prior to the
  Effective Date by the Calculation Agent.

  
	
   

  	
   

  	
   

  
	
   

  	
  Floating Rate
  Option:

  	
  USD-LIBOR-BBA

  



 



 3
 









 


	
  

  	
  Designated Maturity:

  	
   

  	
  One month

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Floating Rate Day Count 

  Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
  Reset Dates:

  	
   

  	
  The first day of each Calculation Period

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Compounding:

  	
   

  	
  Inapplicable.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Rounding Convention:

  	
   

  	
  5 decimal places per the ISDA Definitions

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Floating Rate for Initial 

  Calculation Period 

  (Inclusive of Spread):

  	
   

  	
  One-Month LIBOR (as defined in Appendix A to
  the Indenture).

  
	
   

  	
  Spread:

  	
   

  	
  Plus 0 basis points

  



 


	
  3.

  	
  Account Details:

  	
   

  
	
   

  	
   

  
	
   

  	
  Payments to
  Party A:

  	
  As advised separately in writing

  
	
   

  	
   

  	
   

  
	
   

  	
  Payments to
  Party B:

  	
  Name: Bank of New York-New York, NY

  
	
   

  	
  ABA: 021000018

  
	
   

  	
  G/L Acct #211705

  
	
   

  	
  For Final Credit
  to: 627787

  
	
   

  	
  Account Name:
  CNH 2007-A

  
	
   

  	
  Attn: K.
  Richardson ((312) 827-8572)

  
				



 


4.                                      Calculation
of Market Quotation or Loss following a designation of an Early Termination
Date


Upon
designation of an Early Termination Date with respect to this Transaction, the
relevant party in calculating the Market Quotation or Loss, as appropriate, for
this Transaction shall take into account the anticipated actual amortization of
the Principal Balance of the A-4 Notes for all Calculation Periods that would
otherwise have ended on Payment Dates that would otherwise have fallen after
such Early Termination Date.


5.                                      Limitation
of Liability


Notwithstanding anything contained herein to the contrary, in executing
this Confirmation on behalf of Party B, Wilmington Trust Company as Trustee, is
acting solely in its capacity as trustee of Party B and not in its individual
capacity, and in no event shall Wilmington Trust Company, 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 Collateral.



 4
 









Credit Suisse
International is authorized and regulated by the Financial Services Authority
and has entered into this Transaction as principal.  The time at which the above Transaction was
executed will be notified to Party B on request.



 5
 









Please confirm that the foregoing correctly sets forth
the terms of our agreement by executing the copy of this Confirmation enclosed
for that purpose and returning it to us.


	
  

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE
  INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marleen
  Nobile

  	
   

  
	
   

  	
  Name:

  	
  Marleen Nobile

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
					



 


 


Confirmed as of the date
first written above:


	
  CNH EQUIPMENT TRUST 2007-A 

  
	
   

  
	
   

  	
  By:

  	
  Wilmington Trust
  Company, 

  not in its individual capacity but 

  solely as Trustee under the 

  Trust Agreement

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ James A.
  Hanley

  	
   

  
	
   

  	
  Name:

  	
  James A. Hanley

  
	
   

  	
  Title:

  	
  Assistant Vice
  President

  
	
   

  	
   

  
	
   

  	
  Ref.
  No. External ID: 53200697/Risk ID: 447712341

  
						



 



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