Exhibit 4.12


Execution Copy


 


ANNEX A


 


ISDA®


CREDIT SUPPORT ANNEX


to the Schedule to the


ISDA Master Agreement


dated as of  December 13,
2007 between


Barclays Bank PLC (hereinafter referred to as “Party
A” or “Pledgor”)


and


Wilmington Trust Company, not in its individual capacity but solely in
its capacity as trustee (“Trustee”) of the CNH Equipment Trust 2007-C (the “Trust”)
(hereinafter referred to as “Party B”
or “Secured Party”).


 


This
Annex supplements, forms part of, and is subject to, the above-referenced
Agreement, is part of its Schedule and is a Credit Support Document under this
Agreement with respect to each party.


 


Paragraph 13. 
Elections and Variables.


 


(a)                                  Security Interest for “Obligations”. 
The term “Obligations” as used in this
Annex includes the following additional obligations:


 


With respect to Party A: not applicable.


 


With respect to Party B: not applicable.


 


(b)                                 Credit Support Obligations.


 


(i)                                     Delivery Amount, Return Amount and Credit
Support Amount.


 


(A)                              “Delivery Amount” has the meaning specified in Paragraph 3(a), except
that:


 


(I)                                    the words “upon a demand made by the
Secured Party on or promptly following a Valuation Date” shall be deleted and
replaced with the words “not later than the close of business on each Valuation
Date”, and


 


(II)                                the sentence beginning “Unless otherwise
specified in Paragraph 13” and ending “(ii) the Value as of that Valuation
Date of all Posted Credit Support held by the Secured Party.” shall be deleted
in its entirety and replaced with the following:


 


“The “Delivery
Amount” applicable to the Pledgor for any Valuation Date will
equal the greatest of


 


(1)                                  the amount by which (a) the S&P
Credit Support Amount for such Valuation Date exceeds (b) the S&P
Value, as of such Valuation Date, of all Posted Credit Support held by the
Secured Party,


 


(2)                                  the amount by which (a) the Moody’s
Credit Support Amount for such Valuation Date exceeds (b) the Moody’s
Value, as of such Valuation Date, of all Posted Credit Support held by the
Secured Party, and


 





















 


(3)                                  the amount by which (a) the Fitch
Credit Support Amount for such Valuation Date exceeds (b) the Fitch Value,
as of such Valuation Date, of all Posted Credit Support held by the Secured
Party.”


 


(B)                                “Return Amount” has the meaning specified in Paragraph
3(b), except that:


 


(I)                                    the sentence beginning “Unless otherwise
specified in Paragraph 13” and ending “(ii) the Credit Support Amount.”
shall be deleted in its entirety and replaced with the following:


 


“The “Return
Amount” applicable to the Secured Party for any Valuation Date
will equal the least of


 


(1)                                  the amount by which (a) the S&P
Value, as of such Valuation Date, of all Posted Credit Support held by the
Secured Party exceeds (b) the S&P Credit Support Amount for such
Valuation Date,


 


(2)                                  the amount by which (a) the Moody’s
Value, as of such Valuation Date, of all Posted Credit Support held by the
Secured Party exceeds (b) the Moody’s Credit Support Amount for such
Valuation Date, and


 


(3)                                  the amount by which (a) the Fitch
Value, as of such Valuation Date, of all Posted Credit Support held by the
Secured Party exceeds (b) the Fitch Credit Support Amount for such
Valuation Date.”


 


(C)                                “Credit Support Amount” shall not apply.  For purposes of calculating any Delivery
Amount or Return Amount for any Valuation Date, reference shall be made to the
S&P Credit Support Amount, the Moody’s Credit Support Amount, or the Fitch
Credit Support Amount, in each case  for
such Valuation Date, as provided in Paragraphs 13(b)(i)(A) and
13(b)(i)(B), above.


 


(ii)                                  Eligible Collateral.


 


On any date, the
following items will qualify as “Eligible Collateral”
(for the avoidance of doubt, all Eligible Collateral to be denominated in USD):


 


12

















 


	
  Collateral

  	
  S&P Approved Ratings Valuation Percentage

  	
  S&P Required Ratings Valuation Percentage

  	
  Moody’s First Trigger Valuation Percentage

  	
  Moody’s Second Trigger Valuation Percentage

  	
  Fitch & DBRS Valuation Percentage

  
	
  (A)  Cash

  	
  100%

  	
  80%

  	
  100%

  	
  100%

  	
  100%

  
	
  (B)  Fixed-rate negotiable debt obligations
  issued by the U.S. Treasury Department having a remaining maturity on such
  date of not more than one year

  	
  98.9%

  	
  79.1%

  	
  100%

  	
  100%

  	
  97.5%

  
	
  (C)  Fixed-rate negotiable debt obligations
  issued by the U.S. Treasury Department having a remaining maturity on such
  date of more than one year but not more than ten years

  	
  92.6%

  	
  74.1%

  	
  100%

  	
  94%

  	
  86.3%

  
	
  (D)  Fixed-rate negotiable debt obligations
  issued by the U.S. Treasury Department having a remaining maturity on such
  date of more than ten years

  	
  N/A

  	
  N/A

  	
  100%

  	
  87%

  	
  79%

  



 


Notwithstanding the Valuation Percentages set forth in the preceding
table, upon the first Transfer of Eligible Collateral under this Annex, the
Pledgor may, at the Pledgor’s expense, agree the Valuation Percentages in
relation to (B) through (D) above with the relevant rating agency (to
the extent such rating agency is providing a rating for the Notes), and upon
such agreement (as evidenced in writing), such Valuation Percentages shall
supersede those set forth in the preceding table.


 


(iii)                               Other Eligible Support.


 


The following items will qualify as “Other Eligible Support” for the
party specified:


 


Such Other Eligible Support as the Pledgor may
designate; provided, at the expense of the Pledgor, the prior written consent
of the relevant rating agency (to the extent such rating agency is providing 


 


13

















 


a rating for the Notes) shall have been obtained.  For the avoidance of doubt, there are no
items that qualify as Other Eligible Support as of the date of this Annex.


 


(iv)                              Threshold.


 


(A)                              “Independent Amount” means zero with respect to Party A and
Party B.


 


(B)                                “Moody’s Threshold” means, with respect to Party A and any
Valuation Date, if a Moody’s First Trigger Downgrade Event has occurred and is
continuing and such Moody’s First Trigger Downgrade Event has been continuing
for at least 30 Local Business Days or since this Annex was executed, zero;
otherwise, infinity.


 


“S&P
Threshold” means,
with respect to Party A and any Valuation Date, if  an S&P Approved Threshold Downgrade Event
has occurred and is continuing and such S&P Approved Threshold Downgrade
Event has been continuing for at least 10 Local Business Days or since this
Annex was executed, zero; otherwise, infinity.


 


“Fitch
Threshold” means,
with respect to Party A and any Valuation Date, if a Fitch Approved Threshold
Downgrade Event has occurred and is continuing and such Fitch Approved
Threshold Downgrade Event has been continuing for at least 30 calendar days or
since this Annex was executed, zero; otherwise, infinity


 


                                                                                                                                                      “Threshold” means, with respect to Party B and any
Valuation Date, infinity.


 


(C)                                “Minimum Transfer Amount” means USD 100,000; provided, however,
that if the aggregate principal balance of Notes rated by S&P ceases to be
more than USD 50,000,000, “Minimum Transfer Amount”
means USD 50,000; provided further, with respect to the Secured Party at any
time when the Secured Party is a Defaulting Party, “Minimum
Transfer Amount” means zero.


 


(D)                               Rounding:  The Delivery Amount will be rounded up and the Return
Amount will be rounded down to the nearest integral multiple of USD 1000.


 


(c)                                  Valuation and Timing.


 


(i)                                     “Valuation Agent” means Party A.  The Valuation Agent’s calculations shall be
made in accordance with standard market practices using commonly accepted third
party sources such as Bloomberg or Reuters.


 


(ii)                                  “Valuation Date” means each Local Business Day.


 


(iii)                               “Valuation Time” means the close of business in the city
of the Valuation Agent on the Local Business Day immediately preceding the Valuation
Date or date of calculation, as applicable; provided that
the calculations of Value and Exposure will be made as of approximately the
same time on the same date.


 


(iv)                              “Notification Time” means 11:00 a.m., New York time, on
a Local Business Day.


 


(d)                                 Conditions Precedent and
Secured Party’s Rights and Remedies.  The following
Termination Events will be a “Specified Condition”
for the party specified (that party being the Affected Party if the Termination
Event occurs with respect to that party): 
None.


 


14

















 


(e)                                  Substitution.


 


(i)                                     “Substitution Date”
has the meaning specified in Paragraph 4(d)(ii).


 


(ii)                                  Consent. 
If specified here as applicable, then the Pledgor must obtain the
Secured Party’s consent for any substitution pursuant to Paragraph 4(d):  Inapplicable.


 


(f)                                    Dispute Resolution.


 


(i)                                     “Resolution Time”
means 1:00 p.m. New York time on the Local Business Day following the date
on which the notice of the dispute is given under Paragraph 5.


 


(ii)                                  Value. 
Notwithstanding anything to the contrary in Paragraph 12, for the
purpose of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s Value,
and Fitch Value, on any date, of Eligible Collateral will be calculated as
follows:


 


For Eligible Collateral comprised of Cash, the amount
of such Cash.


 


For Eligible Collateral comprising securities, the sum
of (A) the product of (1)(x) the bid price at the Valuation Time for
such securities on the principal national securities exchange on which such
securities are listed, or (y) if such securities are not listed on a
national securities exchange, the bid price for such securities quoted at the
Valuation Time by any principal market maker for such securities selected by
the Valuation Agent, or (z) if no such bid price is listed or quoted for
such date, the bid price listed or quoted (as the case may be) at the Valuation
Time for the day next preceding such date on which such prices were available
and (2) the applicable Valuation Percentage for such Eligible Collateral,
and (B) the accrued interest on such securities (except to the extent
Transferred to the Pledgor pursuant to Paragraph 6(d)(ii) or included in
the applicable price referred to in the immediately preceding clause (A)) as of
such date.


 


(iii)                               Alternative.  The
provisions of Paragraph 5 will apply; provided, that the obligation of the
appropriate party to deliver the undisputed amount to the other party will not
arise prior to the time that would otherwise have applied to the Transfer
pursuant to, or deemed made, under Paragraph 3 if no dispute had arisen.


 


(g)                                 Holding and Using Posted
Collateral.


 


(i)                                     Eligibility to Hold Posted
Collateral; Custodians.


 


Party B is not and will not be entitled to hold Posted
Collateral.  Party B’s Custodian will be
entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that
the following conditions applicable to it are satisfied:


 


(1)                                  The Custodian for Party B shall be the
same banking institution that acts as Trustee for the Notes.


 


(2)                                  The Custodian for Party B shall have a
short-term unsecured and unsubordinated debt rating from S&P of at least “A-1”
or, if no short-term rating is available, a long-term unsecured debt rating
from S&P of “A+.”  The Trustee is
required to replace the Custodian within 60 calendar days of the Custodian’s
rating falling below “A-1,” in the case of a short-term rating, or “A+,” in the
case of a long-term rating.


 


Initially, the Custodian for
Party B is:  to be advised in writing by
Party B to Party A.


 


15

















(ii)                                  Use of Posted Collateral. 
The provisions of Paragraph 6(c) will not apply to Party B;
therefore, Party B will not have any of the rights specified in Paragraph 6(c)(i) or
6(c)(ii); provided, however, that the Trustee shall invest Cash Posted Credit
Support in such investments as designated by Party A, with losses (net of
gains) incurred in respect of such investments to be for the account of Party
A; provided further, that such investments designated by Party A shall be
limited to money market funds rated “AAAm” or “AAAm-G” by S&P and from
which such invested Cash Posted Credit Support may be withdrawn upon no more
than 2 Local Business Day’s notice of a request for withdrawal.


 


(h)                                 Distributions and Interest
Amount.


 


(i)                                     Interest Rate. 
The “Interest Rate” will be the
actual interest rate earned on Posted Collateral in the form of Cash pursuant
to Paragraph 13(g)(ii).


 


(ii)                                  Transfer of Interest
Amount. The
Transfer of the Interest Amount will be made on the second Local Business Day
following the end of each calendar month and on any other Local Business Day on
which Posted Collateral in the form of Cash is Transferred to the Pledgor
pursuant to Paragraph 3(b); provided, however, that the obligation of Party B
to Transfer any Interest Amount to Party A shall be limited to the extent that
Party B has earned and received such funds and such funds are available to
Party B.


 


(iii)                               Alternative to Interest
Amount. The
provisions of Paragraph 6(d)(ii) will apply.


 


(i)                                     Additional Representation(s). 
There are no additional representations by either party.


 


(j)                                     Other Eligible Support and
Other Posted Support.


 


(i)                                     “Value” with
respect to Other Eligible Support and Other Posted Support shall have such
meaning as the parties shall agree in writing from time to time pursuant to
Paragraph 13(b)(iii).


 


(ii)                                  “Transfer”
with respect to Other Eligible Support and Other Posted Support shall have such
meaning as the parties shall agree in writing from time to time pursuant to
Paragraph 13(b)(iii).


 


(k)                                  Demands and Notices.All demands, specifications and notices
under this Annex will be made pursuant to the Notices Section of this
Agreement, except that any demand, specification or notice shall be given to or
made at the following addresses, or at such other address as the relevant party
may from time to time designate by giving notice (in accordance with the terms
of this paragraph) to the other party:


 


If to Party A:


 


	
  5 The North Colonnade

  
	
  Canary Wharf

  
	
  London E14 4BB, England

  
	
  Attention:

  	
   

  	
  Swaps Documentation

  
	
  Facsimile No.:

  	
   

  	
  0207-773-6857/6858

  
	
  Telephone No.:

  	
   

  	
  0207-773-6915/6904

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  General Counsel’s Office

  
	
  200 Park Avenue

  
	
  New York, NY 10166

  



 


 


16

















 


Notices to Party A shall not be deemed effective unless delivered to
the London address set forth above.


 


If to Party B, at the address specified pursuant to the Notices Section of
this Agreement.


 


If to Party B’s Custodian, at the address specified pursuant to the
Notices Section of this Agreement.


 


(l)                                     Address for Transfers. 
Each Transfer hereunder shall be made to the address specified in
writing from time to time by the party to which such Transfer will be made.


 


(m)                               Other Provisions.


 


(i)                                     Collateral Account. 
The Secured Party shall cause any Custodian appointed hereunder to open
and maintain a segregated trust account and to hold, record and identify all
the Posted Collateral in such segregated trust account and, subject to
Paragraph 8(a), such Posted Collateral shall at all times be and remain the
property of the Pledgor and shall at no time constitute the property of, or be
commingled with the property of, the Secured Party or the Custodian.


 


(ii)                                  Agreement as to Single
Secured Party and Single Pledgor. Party A and Party B hereby agree that,
notwithstanding anything to the contrary in this Annex, (a) the term “Secured
Party” as used in this Annex means only Party B, (b) the term “Pledgor” as
used in this Annex means only Party A, (c) only Party A makes the pledge
and grant in Paragraph 2, the acknowledgement in the final sentence of
Paragraph 8(a) and the representations in Paragraph 9.


 


(iii)                               Calculation of Value. 
Paragraph 4(c) is hereby amended by deleting the word “Value” and
inserting in lieu thereof “S&P Value, Moody’s Value, Fitch Value”.  Paragraph 4(d)(ii) is hereby amended by (A) deleting
the words “a Value” and inserting in lieu thereof “an S&P Value, a Moody’s
Value, and a Fitch Value” and (B) deleting the words “the Value” and
inserting in lieu thereof “S&P Value, Moody’s Value, and Fitch Value”.  Paragraph 5 (flush language) is hereby
amended by deleting the word “Value” and inserting in lieu thereof “S&P
Value, Moody’s Value, or Fitch Value”. 
Paragraph 5(i) (flush language) is hereby amended by deleting the
word “Value” and inserting in lieu thereof “S&P Value, Moody’s Value, and
Fitch Value”.  Paragraph 5(i)(C) is
hereby amended by deleting the word “the Value, if” and inserting in lieu
thereof “any one or more of the S&P Value, Moody’s Value, or Fitch Value,
as may be”.  Paragraph 5(ii) is
hereby amended by (1) deleting the first instance of the words “the Value”
and inserting in lieu thereof “any one or more of the S&P Value, Moody’s
Value, or Fitch Value” and (2) deleting the second instance of the words “the
Value” and inserting in lieu thereof “such disputed S&P Value, Moody’s
Value, or Fitch Value”.  Each of
Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by
deleting the word “Value” and inserting in lieu thereof “least of the S&P
Value, Moody’s Value or Fitch Value”.


 


(iv)                              Form of Annex. 
Party A
and Party B hereby agree that the text of Paragraphs 1 through 12, inclusive,
of this Annex is intended to be the printed form of ISDA Credit Support Annex
(Bilateral Form - ISDA Agreements Subject to New York Law Only version) as
published and copyrighted in 1994 by the International Swaps and Derivatives
Association, Inc.


 


(v)                                 Events of Default. 
Paragraph 7 will not apply to cause any Event of Default to exist with
respect to Party B except that Paragraph 7(i) will apply to Party B solely
in respect of Party B’s obligations under Paragraph 3(b) of the Credit
Support Annex.  Notwithstanding anything
to the contrary in Paragraph 7, any failure by Party A to comply with or
perform any obligation to be complied with or performed by Party A under the
Credit Support Annex shall only be an Event of Default if (A) a Moody’s
Second Trigger Downgrade Event has occurred and been continuing for 30 or more
Local Business Days, (B) an S&P Required Ratings Downgrade Event has occurred
and been continuing for 10 or more Local Business Days, (C) a Fitch
Required Ratings Downgrade 


 


17

















Event has occurred and
been continuing for 30 or more days, or (D) a DBRS Required Ratings
Downgrade Event has occurred and been continuing for 30 or more days.


 


(vi)                              Expenses.  Notwithstanding anything to the contrary in
Paragraph 10, the Pledgor will be responsible for, and will reimburse the
Secured Party for, all transfer and other taxes and other costs involved in any
Transfer of Eligible Collateral.


 


(vii)                           Withholding.  Paragraph 6(d)(ii) is hereby amended by
inserting immediately after “the Interest Amount” in the fourth line
thereof  the words “less any applicable
withholding taxes.”


 


 (viii)       Additional Definitions. 
As used in this Annex:


 


 “Exposure” has the meaning specified in Paragraph
12, except that (1) after the word “Agreement” the words “(assuming, for
this purpose only, that Part 1(f)(i)(A)-(E) of the Schedule is
deleted)” shall be inserted and (2) at the end of the definition of
Exposure, the words “with terms that are, in all material respects, no less
beneficial for Party B than those of this Agreement” shall be added.


 


“Fitch Approved Ratings Downgrade Event” means that no Relevant Entity has credit
ratings from Fitch at least equal to the Fitch Approved Ratings Threshold.


 


“Fitch
Credit Support Amount” means, for any Valuation Date: means, for any
Valuation Date,


 


(A)                              if the Fitch
Threshold for such Valuation Date is zero, an amount equal to the sum of (1) the
Secured Party’s Exposure and (2) the sum, for each Transaction, of the
product of (a) the Fitch Volatility Cushion for such Transaction  and (b) the Notional Amount of such
Transaction for the Calculation Period which includes such Valuation Date, or


 


(B)                                if the Fitch
Threshold for such Valuation Date is infinity, zero.


 


“Fitch Valuation Percentage” means, for any Valuation Date and each item of
Eligible Collateral, if the Fitch Threshold for such Valuation Date is zero,
the corresponding percentage for such Eligible Collateral in the column headed “Fitch
Valuation Percentage”.


 


“Fitch Value” means, on any date and with respect to any Eligible Collateral other
than Cash, the product of (x) the bid price obtained by the Valuation Agent
for such Eligible Collateral and (y) the Fitch Valuation Percentage for
such Eligible Collateral set forth in paragraph 13(b)(ii).  The Fitch Value of Cash will be the amount of
such Cash.


 


“Fitch Volatility Cushion” means, for any Transaction, the related percentage
set forth in the following table:


 


	
  Rating of Most Senior Class of
  Notes Outstanding on 

  Valuation Date

  	
  Remaining
  Weighted Average Maturity of Transaction

  (years)

  
	
  1

  	
  2

  	
  3

  	
  4

  	
  5

  	
  6

  	
  7

  	
  8

  	
  9

  	
  10

  
	
  At least “AA-”

  	
  0.6%

  	
  1.6%

  	
  2.6%

  	
  3.4%

  	
  4.2%

  	
  4.8%

  	
  5.5%

  	
  5.9%

  	
  6.4%

  	
  7.0%

  
	
  “A+/A”

  	
  0.3%

  	
  0.8%

  	
  1.3%

  	
  1.7%

  	
  2.1%

  	
  2.4%

  	
  2.8%

  	
  3.0%

  	
  3.3%

  	
  3.6%

  



 


 


18

















 


	
  “A-/BBB+” or lower

  	
  0.2%

  	
  0.6%

  	
  1.0%

  	
  1.3%

  	
  1.6%

  	
  1.9%

  	
  2.1%

  	
  2.3%

  	
  2.5%

  	
  2.7%

  



 


“Local Business Day” means,
for purposes of this Annex: any day on which (A) commercial banks are open
for business (including dealings in foreign exchange and foreign currency
deposits) in New York and the location of Party A, Party B and any Custodian,
and (B) in relation to a Transfer of Eligible Collateral, any day on which
the clearance system agreed between the parties for the delivery of Eligible
Collateral is open for acceptance and execution of settlement instructions (or
in the case of a Transfer of Cash or other Eligible Collateral for which
delivery is contemplated by other means a day on which commercial banks are
open for business (including dealings in foreign exchange and foreign deposits)
in New York and the location of Party A, Party B and any Custodian.


 


“Moody’s
Credit Support Amount” means, for any Valuation Date:


 


(A)                              if the Moody’s Threshold for such
Valuation Date is zero and it is not the case that a Moody’s Second Trigger
Downgrade Event  has occurred and been
continuing for at least 30 Local Business Days, an amount equal to the greater
of (x) zero and (y) the sum of the Secured Party’s Exposure and the
aggregate of Moody’s First Trigger Additional Amounts for each Transaction and
such Valuation Date;


 


(B)                                if a Moody’s Second Trigger Downgrade
Event  has occurred and been continuing
for at least 30 Local Business Days, an amount equal to the greatest of (x) zero,
(y) the aggregate amount of the Next Payments for each Transaction and
such Valuation Date, and (z) the sum of the Secured Party’s Exposure and
the aggregate of Moody’s Second Trigger Additional Amounts for each Transaction
and such Valuation Date; or


 


(C)                                if the Moody’s Threshold for such
Valuation Date is infinity, zero.


 


“Moody’s First Trigger Additional
Amount”  means, for any Valuation Date and any Transaction, the product of (i) the applicable
Moody’s First Trigger Factor set forth in Table 1, (ii) the Scale Factor,
if any, for such Transaction, or, if no Scale Factor is applicable for such
Transaction, one, and (iii) the Notional Amount for such Transaction for
the Calculation Period for such Transaction (each as defined in the related
Confirmation) which includes such Valuation Date.


 


“Moody’s First Trigger Downgrade Event” means that no Relevant Entity has credit
ratings from Moody’s at least equal to the Moody’s First Trigger Ratings
Threshold.


 


“Moody’s Second Trigger
Additional Amount” means, for any Valuation Date and any
Transaction,


 


(A)          if such Transaction
is not a Transaction-Specific Hedge, the product of (i) the applicable
Moody’s Second Trigger Factor set forth in Table 2, (ii) the Scale Factor,
if any, for such Transaction, or, if no Scale Factor is applicable for such
Transaction, one, and (iii) the Notional Amount for such Transaction for
the Calculation Period for such Transaction (each as defined in the related
Confirmation) which includes such Valuation Date; or


 


(B)           if such Transaction
is a Transaction-Specific Hedge, the product of (i) the applicable Moody’s
Second Trigger Factor set forth in Table 3, (ii) the Scale Factor, if any,
for such Transaction, or, if no Scale Factor is applicable for such
Transaction, one, and (iii) the Notional 


 


 


19

















 


Amount for such Transaction for the Calculation Period for such
Transaction (each as defined in the related Confirmation) which includes such
Valuation Date;


 


“Moody’s Valuation Percentage” means, with respect to a Valuation Date and each item
of Eligible Collateral, (i) if the Moody’s Threshold for such Valuation
Date is zero and it is not the case that a Moody’s Second Trigger Downgrade
Event  has occurred and been continuing
for at least 30 Local Business Days, the corresponding percentage for such
Eligible Collateral in the column headed “Moody’s First Trigger Valuation
Percentage” or (ii) if a Moody’s Second Trigger Ratings Event has occurred
and been continuing  for at least 30
Local Business Days, the corresponding percentage for such Eligible Collateral
in the column headed “Moody’s Second Trigger Valuation Percentage”.


 


“Moody’s Value” means, on any date and with respect to any Eligible
Collateral other than Cash, the product of (x) the bid price obtained by
the Valuation Agent and (y) the applicable Moody’s Valuation Percentage
set forth in Paragraph 13(b)(ii). The Moody’s Value of Cash will be the amount
of such Cash.


 


“Next Payment” means, for each Transaction and each Valuation Date,
the greater of (i) the aggregate amount of any payments due to be made by
Party A under Section 2(a) in respect of such Transaction on the
related Next Payment Date less the aggregate amount of any payments due to be
made by Party B under Section 2(a) on such Next Payment Date (any
such payments determined based on rates prevailing on such Valuation Date) and (ii) zero.


 


“Next Payment Date” means, for each Transaction, the date on which the next
scheduled payment under such Transaction is due to be paid.


 


 “S&P Approved Ratings
Downgrade Event”
means that no Relevant Entity has credit ratings from S&P at least equal to
the S&P Approved Ratings Threshold.


 


“S&P
Credit Support Amount” means, for any Valuation Date:


 


(A)                              if the S&P Threshold for such
Valuation Date is zero and it is not the case that an S&P Required Ratings
Downgrade Event has occurred and been continuing for at least 10 Local Business
Days, an amount equal to the Secured Party’s Exposure;


 


(B)                                if an S&P Required Ratings Downgrade
Event has occurred and been continuing for at least 10 Local Business Days, an
amount equal to 125% of the Secured Party’s Exposure; or


 


(C)                                if the S&P Threshold for such
Valuation Date is infinity, zero.


 


“S&P Valuation Percentage” means, with respect to a Valuation Date and each item
of Eligible Collateral, (i) if the S&P Threshold for such Valuation
Date is zero and it is not the case that a S&P Required Ratings Downgrade
Event has occurred and been continuing for at least 10 Local Business Days, the
corresponding percentage for such Eligible Collateral in the column headed “S&P
Approved Ratings Valuation Percentage” or (ii) if an S&P Required
Ratings Downgrade Event has occurred and been continuing for at least 10 Local
Business Days, the corresponding percentage for such Eligible Collateral in the
column headed “S&P Required Ratings Valuation Percentage”.


 


“S&P Value” means, on any date and with respect to
any Eligible Collateral, the product of (x) the bid price obtained by the
Valuation Agent for such Eligible Collateral and (y) the applicable
S&P Valuation Percentage for such Eligible Collateral set forth in
paragraph 13(b)(ii).


 


 


20

















 


“Transaction-Specific Hedge” means any Transaction in respect of which (x) the
notional amount is “balance guaranteed” or (y) the notional amount for any
Calculation Period (as defined in the related Confirmation) otherwise is not a
specific dollar amount that is fixed at the inception of the Transaction.


 


“Valuation Percentage” shall mean, for purposes of determining the S&P
Value, Moody’s Value and Fitch Value with respect to any Eligible Collateral or
Posted Collateral, the applicable S&P Valuation Percentage, Moody’s Valuation
Percentage, or Fitch Valuation Percentage for such Eligible Collateral or
Posted Collateral, respectively, in each case as set forth in Paragraph
13(b)(ii).


 


“Value”
shall mean, in respect of any date, the related S&P Value, the related
Moody’s Value, and the related Fitch Value.


 


[Remainder of this page intentionally left blank]


 


 


21
















Table 1


 


	
  Remaining

  Weighted Average Life 

  of Hedge in Years

  	
   

  	
  Moody’s First Trigger

  Factor—Single Currency

  Interest Rate Hedges

  	
   

  	
  

  Moody’s First Trigger

  Factor—Currency Hedges

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or less than 1

  	
   

  	
  0.15%

  	
   

  	
  1.10%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 1 but less than or equal to 2

  	
   

  	
  0.30%

  	
   

  	
  1.20%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 2 but less than or equal to 3

  	
   

  	
  0.40%

  	
   

  	
  1.30%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 3 but less than or equal to 4

  	
   

  	
  0.60%

  	
   

  	
  1.40%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 4 but less than or equal to 5

  	
   

  	
  0.70%

  	
   

  	
  1.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 5 but less than or equal to 6

  	
   

  	
  0.80%

  	
   

  	
  1.60%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 6 but less than or equal to 7

  	
   

  	
  1.00%

  	
   

  	
  1.60%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 7 but less than or equal to 8

  	
   

  	
  1.10%

  	
   

  	
  1.70%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 8 but less than or equal to 9

  	
   

  	
  1.20%

  	
   

  	
  1.80%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 9 but less than or equal to 10

  	
   

  	
  1.30%

  	
   

  	
  1.90%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 10 but less than or equal to 11

  	
   

  	
  1.40%

  	
   

  	
  1.90%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 11 but less than or equal to 12

  	
   

  	
  1.50%

  	
   

  	
  2.00%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 12 but less than or equal to 13

  	
   

  	
  1.60%

  	
   

  	
  2.10%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 13 but less than or equal to 14

  	
   

  	
  1.70%

  	
   

  	
  2.10%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 14 but less than or equal to 15

  	
   

  	
  1.80%

  	
   

  	
  2.20%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 15 but less than or equal to 16

  	
   

  	
  1.90%

  	
   

  	
  2.30%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 16 but less than or equal to 17

  	
   

  	
  2.00%

  	
   

  	
  2.30%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 17 but less than or equal to 18

  	
   

  	
  2.00%

  	
   

  	
  2.40%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 18 but less than or equal to 19

  	
   

  	
  2.00%

  	
   

  	
  2.40%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 19 but less than or equal to 20

  	
   

  	
  2.00%

  	
   

  	
  2.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 20 but less than or equal to 21

  	
   

  	
  2.00%

  	
   

  	
  2.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 21 but less than or equal to 22

  	
   

  	
  2.00%

  	
   

  	
  2.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 22 but less than or equal to 23

  	
   

  	
  2.00%

  	
   

  	
  2.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 23 but less than or equal to 24

  	
   

  	
  2.00%

  	
   

  	
  2.50%

  



 


22

















	
  Greater than 24 but less than or equal to 25

  	
   

  	
  2.00%

  	
   

  	
  2.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 25 but less than or equal to 26

  	
   

  	
  2.00%

  	
   

  	
  2.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 26 but less than or equal to 27

  	
   

  	
  2.00%

  	
   

  	
  2.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 27 but less than or equal to 28

  	
   

  	
  2.00%

  	
   

  	
  2.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 28 but less than or equal to 29

  	
   

  	
  2.00%

  	
   

  	
  2.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 29

  	
   

  	
  2.00%

  	
   

  	
  2.50%

  



 


23





















Table 2


 


	
  Remaining

  Weighted Average Life 

  of Hedge in Years

  	
   

  	
  Moody’s Second Trigger
  Factor—

  Single Currency Interest Rate Swaps

  	
   

  	
  

  Moody’s Second Trigger Factor—

  Currency Swaps

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or less than 1

  	
   

  	
  0.50%

  	
   

  	
  6.10%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 1 but less than or equal to 2

  	
   

  	
  1.00%

  	
   

  	
  6.30%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 2 but less than or equal to 3

  	
   

  	
  1.50%

  	
   

  	
  6.40%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 3 but less than or equal to 4

  	
   

  	
  1.90%

  	
   

  	
  6.60%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 4 but less than or equal to 5

  	
   

  	
  2.40%

  	
   

  	
  6.70%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 5 but less than or equal to 6

  	
   

  	
  2.80%

  	
   

  	
  6.80%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 6 but less than or equal to 7

  	
   

  	
  3.20%

  	
   

  	
  7.00%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 7 but less than or equal to 8

  	
   

  	
  3.60%

  	
   

  	
  7.10%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 8 but less than or equal to 9

  	
   

  	
  4.00%

  	
   

  	
  7.20%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 9 but less than or equal to 10

  	
   

  	
  4.40%

  	
   

  	
  7.30%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 10 but less than or equal to 11

  	
   

  	
  4.70%

  	
   

  	
  7.40%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 11 but less than or equal to 12

  	
   

  	
  5.00%

  	
   

  	
  7.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 12 but less than or equal to 13

  	
   

  	
  5.40%

  	
   

  	
  7.60%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 13 but less than or equal to 14

  	
   

  	
  5.70%

  	
   

  	
  7.70%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 14 but less than or equal to 15

  	
   

  	
  6.00%

  	
   

  	
  7.80%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 15 but less than or equal to 16

  	
   

  	
  6.30%

  	
   

  	
  7.90%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 16 but less than or equal to 17

  	
   

  	
  6.60%

  	
   

  	
  8.00%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 17 but less than or equal to 18

  	
   

  	
  6.90%

  	
   

  	
  8.10%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 18 but less than or equal to 19

  	
   

  	
  7.20%

  	
   

  	
  8.20%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 19 but less than or equal to 20

  	
   

  	
  7.50%

  	
   

  	
  8.20%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 20 but less than or equal to 21

  	
   

  	
  7.80%

  	
   

  	
  8.30%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 21 but less than or equal to 22

  	
   

  	
  8.00%

  	
   

  	
  8.40%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 22 but less than or equal to 23

  	
   

  	
  8.00%

  	
   

  	
  8.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 23 but less than or equal to 24

  	
   

  	
  8.00%

  	
   

  	
  8.60%

  



 


24

















	
  Greater than 24 but less than or equal to 25

  	
   

  	
  8.00%

  	
   

  	
  8.60%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 25 but less than or equal to 26

  	
   

  	
  8.00%

  	
   

  	
  8.70%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 26 but less than or equal to 27

  	
   

  	
  8.00%

  	
   

  	
  8.80%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 27 but less than or equal to 28

  	
   

  	
  8.00%

  	
   

  	
  8.80%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 28 but less than or equal to 29

  	
   

  	
  8.00%

  	
   

  	
  8.90%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 29

  	
   

  	
  8.00%

  	
   

  	
  9.00%

  



 


25





















Table 3


 


	
  Remaining

  Weighted Average Life 

  of Hedge in Years

  	
   

  	
  Moody’s Second Trigger
  Factor—Single Currency Interest Rate 

  Hedges

  	
   

  	
  Moody’s Second Trigger
  Factor—

  Currency Hedges

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or less than 1

  	
   

  	
  0.65%

  	
   

  	
  6.30%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 1 but less than or equal to 2

  	
   

  	
  1.30%

  	
   

  	
  6.60%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 2 but less than or equal to 3

  	
   

  	
  1.90%

  	
   

  	
  6.90%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 3 but less than or equal to 4

  	
   

  	
  2.50%

  	
   

  	
  7.10%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 4 but less than or equal to 5

  	
   

  	
  3.10%

  	
   

  	
  7.40%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 5 but less than or equal to 6

  	
   

  	
  3.60%

  	
   

  	
  7.70%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 6 but less than or equal to 7

  	
   

  	
  4.20%

  	
   

  	
  7.90%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 7 but less than or equal to 8

  	
   

  	
  4.70%

  	
   

  	
  8.20%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 8 but less than or equal to 9

  	
   

  	
  5.20%

  	
   

  	
  8.40%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 9 but less than or equal to 10

  	
   

  	
  5.70%

  	
   

  	
  8.60%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 10 but less than or equal to 11

  	
   

  	
  6.10%

  	
   

  	
  8.80%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 11 but less than or equal to 12

  	
   

  	
  6.50%

  	
   

  	
  9.00%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 12 but less than or equal to 13

  	
   

  	
  7.00%

  	
   

  	
  9.20%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 13 but less than or equal to 14

  	
   

  	
  7.40%

  	
   

  	
  9.40%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 14 but less than or equal to 15

  	
   

  	
  7.80%

  	
   

  	
  9.60%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 15 but less than or equal to 16

  	
   

  	
  8.20%

  	
   

  	
  9.80%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 16 but less than or equal to 17

  	
   

  	
  8.60%

  	
   

  	
  10.00%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 17 but less than or equal to 18

  	
   

  	
  9.00%

  	
   

  	
  10.10%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 18 but less than or equal to 19

  	
   

  	
  9.40%

  	
   

  	
  10.30%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 19 but less than or equal to 20

  	
   

  	
  9.70%

  	
   

  	
  10.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 20 but less than or equal to 21

  	
   

  	
  10.00%

  	
   

  	
  10.70%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 21 but less than or equal to 22

  	
   

  	
  10.00%

  	
   

  	
  10.80%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 22 but less than or equal to 23

  	
   

  	
  10.00%

  	
   

  	
  11.00%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 23 but less than or equal to 24

  	
   

  	
  10.00%

  	
   

  	
  11.00%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 24 but less than or equal to 25

  	
   

  	
  10.00%

  	
   

  	
  11.00%

  



 


26

















 


	
  Greater than 25 but less than or equal to 26

  	
   

  	
  10.00%

  	
   

  	
  11.00%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 26 but less than or equal to 27

  	
   

  	
  10.00%

  	
   

  	
  11.00%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 27 but less than or equal to 28

  	
   

  	
  10.00%

  	
   

  	
  11.00%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 28 but less than or equal to 29

  	
   

  	
  10.00%

  	
   

  	
  11.00%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 29

  	
   

  	
  10.00%

  	
   

  	
  11.00%

  



 


27

















 


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


 


	
  For and on behalf
  of 

  BARCLAYS
  BANK PLC

  	
   

  	
  CNH
  EQUIPMENT TRUST 2007-C 

  By: Wilmington
  Trust Company, not in  

  its individual
  capacity but solely as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  By:

  	
  /s/ LeeLee Panno 
  

  	
   

  	
  By:

  	
  /s/ J. Christopher Murphy  

  	 

	
  Name:

  	
  LeeLee Panno  

  	
   

  	
  Name:

  	
  J. Christopher Murphy  

  	 

	
  Title:

  	
  Associate Director

  	
   

  	
  Title:

  	
  Financial Services Officer