Exhibit 4.10


EXECUTION
COPY


 


                                                                                                                                                                                                                                                                                                                                                                                          Barclays Bank PLC


5 The North Colonnade


Canary Wharf


London E14 4BB


Tel +44 (0)20 7623 2323


 


	
  DATE:

  	
   

  	
  December 13, 2007

  
	
   

  	
   

  	
   

  
	
  TO:

  	
   

  	
  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”)

  Rodney Square North

  1100 North Market Street

  Wilmington, Delaware 19890-0001

  
	
  ATTENTION:

  	
   

  	
  Corporate
  Trust Administrator

  
	
  TELEPHONE:

  	
   

  	
  (302) 636-6194

  
	
  FACSIMILE:

  	
   

  	
  (302) 636-4140

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
  Barclays Bank PLC

  
	
   

  	
   

  	
   

  
	
  SUBJECT:

  	
   

  	
  Fixed Income Derivatives Confirmation

  
	
   

  	
   

  	
   

  
	
  REFERENCE NUMBER:

  	
   

  	
  2099298B/2097564B

  



 


The purpose of this
letter (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 ISDA Master Agreement specified below.


 


1.                                       The definitions and provisions contained
in the 2000 ISDA Definitions (the “ISDA Definitions”),
as published by the International Swaps and Derivatives Association, Inc.
are incorporated into this Confirmation. 
In the event of any inconsistency between the definitions in 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.


 


Capitalized terms not
defined herein shall have the meaning assigned to them in the Trust Agreement,
dated as of November 1, 2007, between CNH Capital Receivables LLC and the
Trustee, the Sale and Servicing Agreement, dated as of November 1, 2007,
among Party B, CNH Capital Receivables LLC, as Seller, and New Holland Credit
Company, LLC, as Servicer, and the Indenture, dated as of November 1,
2007, between Party B and The Bank of New York Trust Company, N.A., as
Indenture Trustee (together with the Trust Agreement and Sale and Servicing
Agreement, the “Base Agreements”).  In the event of any inconsistency between the
definitions in the ISDA Definitions and the Base Agreements, the Base
Agreements will govern.


 


This Confirmation
supplements, forms a part of, and is subject to, the 1992 ISDA Master Agreement
dated as of December 13, 2007 (including the Schedule thereto) as amended
and supplemented from time to time (the “Agreement”)
between you and us.  All provisions
contained in the Agreement govern this Confirmation except as expressly
modified herein.

















	
  2.

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

  
	
   

  	
   

  	
   

  
	
   

  	
  Type of
  Transaction:

  	
  Interest Rate
  Swap

  
	
   

  	
   

  	
   

  
	
   

  	
  Notional Amount:

  	
  With respect to
  the initial Calculation Period, the Notional Amount shall be equal to USD
  35,000,000. With respect to each subsequent Calculation Period, the Notional
  Amount shall be equal to the outstanding principal balance of the
  Class A-4b Notes as of the first day of such Calculation Period.

  
	
   

  	
   

  	
   

  
	
   

  	
  Trade Date:

  	
  December 6, 2007

  
	
   

  	
   

  	
   

  
	
   

  	
  Effective Date:

  	
  December 13, 2007

  
	
   

  	
   

  	
   

  
	
   

  	
  Termination Date:

  	
  The earlier of (i) March 17, 2014,
  subject to adjustment in accordance with the Business Day Convention;
  provided, however, that for the purpose of determining the final Fixed Rate
  Payer Period End Date, Termination Date shall be subject to No Adjustment,
  and (ii) the date on which the outstanding principal balance of the
  Class A-4b Notes is reduced to zero.

  
	
   

  	
   

  	
   

  
	
   

  	
  Fixed Amounts:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Fixed Rate Payer:

  	
  Party B

  
	
   

  	
   

  	
   

  
	
   

  	
  Fixed Rate Payer

  	
   

  
	
   

  	
  Period End Dates:

  	
  The 15th calendar day of each month
  during the Term of this Transaction, commencing January 15, 2008, and
  ending on the Termination Date, with No Adjustment.

  
	
   

  	
   

  	
   

  
	
   

  	
  Fixed Rate Payer

  	
   

  
	
   

  	
  Payment Dates:

  	
  The 15th calendar day of each month
  during the Term of this Transaction, commencing January 15, 2008, and
  ending on the Termination Date, subject to adjustment in accordance with the
  Business Day Convention.

  
	
   

  	
   

  	
   

  
	
   

  	
  Fixed Rate:

  	
  3.962%

  
	
   

  	
   

  	
   

  
	
   

  	
  Fixed Amount:

  	
  To be determined
  in accordance with the following formula:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fixed
  Rate*Notional Amount*Fixed Rate Day Count Fraction

  
	
   

  	
   

  	
   

  
	
   

  	
  Fixed Rate Day

  	
   

  
	
   

  	
  Count Fraction:

  	
  30/360

  
	
   

  	
   

  	
   

  
	
   

  	
  Floating Amounts:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Floating Rate Payer:

  	
  Party A

  
	
   

  	
   

  	
   

  
	
   

  	
  Floating Rate Payer

  	
   

  
	
   

  	
  Period End Dates:

  	
  The 15th calendar day of each month
  during the Term of this Transaction, commencing January 15, 2008, and
  ending on the Termination Date, subject to adjustment in accordance with the
  Business Day Convention.

  
	
   

  	
   

  	
   

  
	
   

  	
  Floating Rate Payer

  	
   

  
	
   

  	
  Payment Dates:

  	
  The 15th calendar day of each month
  during the Term of this Transaction, commencing January 15, 2008, and
  ending on the Termination Date, subject to adjustment in accordance with the

  
					



 


2

















 


	
   

  	
   

  	
  Business Day Convention.

  
	
   

  	
   

  	
   

  
	
   

  	
  Floating Rate Option:

  	
  USD-LIBOR-BBA

  
	
   

  	
   

  	
   

  
	
   

  	
  Floating Amount:

  	
  To be determined in accordance with the
  following formula:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Floating Rate Option*Notional Amount*Floating
  Rate Day Count Fraction

  
	
   

  	
   

  	
   

  
	
   

  	
  Designated Maturity:

  	
  One month

  
	
   

  	
   

  	
   

  
	
   

  	
  Floating Rate Day

  	
   

  
	
   

  	
  Count Fraction:

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
   

  	
  Reset Dates:

  	
  The first day of each Calculation Period

  
	
   

  	
   

  	
   

  
	
   

  	
  Compounding:

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
   

  	
  Business Days:

  	
  New York

  
	
   

  	
   

  	
   

  
	
   

  	
  Business Day Convention:

  	
  Following

  
	
   

  	
   

  	
   

  
	
   

  	
  Calculation Agent:

  	
  Party A

  
	
   

  	
   

  	
   

  
	
   

  	
  Account Details and Settlement Information:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Payments to Party A:

  	
  Correspondent:
  BARCLAYS BANK PLC NEW YORK

  
	
   

  	
   

  	
  FEED: 026002574

  
	
   

  	
   

  	
  Beneficiary:  BARCLAYS SWAPS

  
	
   

  	
   

  	
  Beneficiary
  Account: 050-01922-8

  
	
   

  	
   

  	
   

  
	
   

  	
  Payments to Party B:

  	
  The Bank of New York Trust Company NA

  
	
   

  	
   

  	
  ABA # 021000018

  
	
   

  	
   

  	
  For Credit to GLA # 211705

  
	
   

  	
   

  	
  For Final Credit to :  775918

  
	
   

  	
   

  	
  Ref: CNH 2007-C Swap Payment

  
					



 


3

















 


3.                                       Calculation of Market Quotation or Loss
in connection with the early termination of all or a portion of this
Transaction:


 


The
relevant party calculating the Market Quotation or Loss, as appropriate, in
connection with the early termination of all or a portion of this Transaction
shall take into account the anticipated amortization of the Note Balance of the
Class A-4b Notes for all Calculation Periods that would otherwise have
ended on Payment Dates that would otherwise have fallen after such early
termination.


 


[Remainder of this
page intentionally left blank.]


 


4

















The time of dealing will be confirmed by Party A upon written
request.  Barclays is regulated by the
Financial Services Authority.  Barclays
is acting for its own account in respect of this Transaction.


 


Please confirm that the foregoing correctly sets forth all the terms and
conditions of our agreement with respect to the Transaction by responding
within three (3) Business Days by promptly signing in the space provided
below and both (i) faxing the signed copy to Incoming Transaction
Documentation, Barclays Capital Global OTC Transaction Documentation &
Management, Global Operations, Fax +(44) 20-7773-6810/6857, Tel +(44)
20-7773-6901/6904/6965, and (ii) mailing the signed copy to Barclays Bank
PLC, 5 The North Colonnade, Canary Wharf, London E14 4BB, Attention of Incoming
Transaction Documentation, Barclays Capital Global OTC Transaction
Documentation & Management, Global Operation.  Your failure to respond within such period
shall not affect the validity or enforceability of the Transaction against
you.  This facsimile shall be the only
documentation in respect of the Transaction and accordingly no hard copy
versions of this Confirmation for this Transaction shall be provided unless
Party B requests such a copy.


 


	
  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/ Shain Kalmanowitz 

  	
   

  	
   By:

  	
  /s/ Patricia A. Evans 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   Name: Shain Kalmanowitz  
  Title: Authorised
  Signatory
  Date: December 13

  	
   Name: Patricia A. Evans  
  Title: Vice
  President

   Date: December 13 

  



 


 


Barclays Bank PLC and its Affiliates, including Barclays Capital Inc.,
may share with each other information, including non-public credit information,
concerning its clients and prospective clients. 
If you do not want such information to be shared, you must write to the
Director of Compliance, Barclays Bank PLC, 200 Park Avenue, New York, NY 10166.


 


5

















 


Annex A


 


Paragraph
13 of the Credit Support Annex


 


 


6