Exhibit 4.11


Execution
Copy


 


(Multicurrency-Cross Border)


 


SCHEDULE


to the


Master
Agreement


dated as of December 13,
2007


between


 


BARCLAYS
BANK PLC (“Party A”),


 


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”),  (“Party
B”)


 


Part 1.           Termination Provisions.


 


For
the purposes of this Agreement:-


 


(a)           “Specified Entity”
will not apply to Party A or Party B for any purpose.


 


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


 


(c)                                  Events of Default.


 


The statement below that
an Event of Default will apply to a specific party means that upon the
occurrence of such an Event of Default with respect to such party, the other
party shall have the rights of a Non-defaulting Party under Section 6 of
this Agreement; conversely, the statement below that such event will not apply
to a specific party means that the other party shall not have such rights.


 


(i)                                     The “Failure to Pay or Deliver”
provisions of Section 5(a)(i) will apply to Party A and will apply to
Party B.


 


(ii)                                  The “Breach of Agreement”
provisions of Section 5(a)(ii) will apply to Party A and will not
apply to Party B; provided, however, that 
notwithstanding anything to the contrary in Section 5(a)(ii), 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 not constitute an
Event of Default under Section 5(a)(ii) unless (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 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.


 


(iii)                               The “Credit Support Default”
provisions of Section 5(a)(iii) will apply to Party A and will not
apply to Party B except that Section 5(a)(iii)(1) will apply to Party
B solely in respect of Party B’s obligations under Paragraph 3(b) of the
Credit Support Annex; provided, however, that notwithstanding anything to the
contrary in Section 5(a)(iii)(1), 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 not constitute an Event of Default under Section 5(a)(iii) unless
(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 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.


 


(iv)                              The “Misrepresentation”
provisions of Section 5(a)(iv) will apply to Party A and will not
apply to Party B.


 

















 


(v)                                 The “Default under Specified
Transaction” provisions of Section 5(a)(v) will not apply
to Party A and will not apply to Party B.


 


(vi)                              The “Cross Default”
provisions of Section 5(a)(vi) will apply to Party A and will not
apply to Party B.  For purposes of Section 5(a)(vi),
solely with respect to Party A:


 


“Specified Indebtedness”
will have the meaning specified in Section 14, except that such term shall
not include obligations in respect of deposits received in the ordinary course
of Party A’s banking business.


 


“Threshold Amount” means
with respect to Party A an amount equal to three percent (3%) of the
Shareholders’ Equity of Party A or, if applicable, a guarantor under an
Eligible Guarantee with credit ratings at least equal to the S&P Required
Ratings Threshold, the Moody’s Second Trigger Threshold, the Fitch Approved
Ratings Threshold and the DBRS Approved Ratings Threshold.


 


“Shareholders’ Equity”
means with respect to an entity, at any time, such party’s shareholders’ equity
(on a consolidated basis) determined in accordance with generally accepted
accounting principles in such party’s jurisdiction of incorporation or
organization as at the end of such party’s most recently completed fiscal year.


 


(vii)                           The “Bankruptcy”
provisions of Section 5(a)(vii) will apply to Party A and will apply
to Party B; provided, however, that, for purposes of applying Section 5(a)(vii) to
Party B: (A) Section 5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall
not apply to any assignment, arrangement or composition that is effected by or
pursuant to the Indenture, (C) Section 5(a)(vii)(4) shall not
apply to a proceeding instituted, or a petition presented, by Party A or any of
its Affiliates (notwithstanding anything to the contrary in this Agreement, for
purposes of Section 5(a)(vii)(4), Affiliate shall have the meaning set
forth in Section 14 of the ISDA Master Agreement), (D) Section 5(a)(vii)(6) shall
not apply to any appointment that is effected by or pursuant to the Indenture,
or any appointment to which Party B has not yet become subject; (E) Section 5(a)(vii) (7) shall
not apply; (F) Section 5(a)(vii)(8) shall apply only to the
extent of any event which has an effect analogous to any of the events
specified in clauses (1), (3), (4), (5) or (6) of Section 5(a)(vii),
in each case as modified in this Part 1(c)(vii), and (G) Section 5(a)(vii)(9) shall
not apply.


 


(viii)                        The “Merger Without Assumption”
provisions of Section 5(a)(viii) will apply to Party A and will  not apply to Party B.


 


(d)           Termination Events.


 


The statement below that
a Termination Event will apply to a specific party means that upon the
occurrence of such a Termination Event, if such specific party is the Affected
Party with respect to a Tax Event, the Burdened Party with respect to a Tax
Event Upon Merger (except as noted below) or the non-Affected Party with
respect to a Credit Event Upon Merger, as the case may be, such specific party
shall have the right to designate an Early Termination Date in accordance with Section 6
of this Agreement; conversely, the statement below that such an event will not
apply to a specific party means that such party shall not have such right;
provided, however, with respect to “Illegality” the statement that such event
will apply to a specific party means that upon the occurrence of such a
Termination Event with respect to such party, either party shall have the right
to designate an Early Termination Date in accordance with Section 6 of
this Agreement.


 




(i)            The “Illegality”
provisions of Section 5(b)(i) will apply to Party A and will apply to
Party B.


 


(ii)                                  The “Tax Event”
provisions of Section 5(b)(ii) will apply to Party A except that, for
purposes of the application of Section 5(b)(ii) to Party A, Section 5(b)(ii) is
hereby amended by deleting 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)”, and the
“Tax Event” provisions of Section 5(b)(ii) will
apply to Party B.


 

















 


(iii)                               The “Tax Event Upon Merger”
provisions of Section 5(b)(iii) will apply to Party A and will apply
to Party B, provided that Party A shall not be entitled to designate an Early
Termination Date by reason of a Tax Event upon Merger in respect of which it is
the Affected Party.


 


(iv)                              The “Credit Event Upon Merger”
provisions of Section 5(b)(iv) will not apply to Party A and will not
apply to Party B.


 


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


 


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


 


(i)                                     Market Quotation will apply, provided,
however, that, in the event of a Derivative Provider Trigger Event, the
following provisions will apply:


 


(A)          The definition of Market Quotation in Section 14
shall be deleted in its entirety and replaced with the following:


 


“Market Quotation” means, with respect to one or more
Terminated Transactions, a Firm Offer 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 Replacement Transaction, and (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 Termination Date is to be included.


 


(B)                                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) equal to:


 


(a)                                  if, on or prior to such Early Termination
Date, a Market Quotation for the relevant Terminated Transaction or group of
Terminated Transactions is accepted by Party B so as to become legally binding,
the Termination Currency Equivalent of the amount (whether positive or
negative) of such Market Quotation;


 


(b)                                 if, on such Early Termination Date, 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 from Approved Replacements have been communicated
to Party B and remain capable of becoming legally binding upon acceptance by
Party B, the Termination Currency Equivalent of the amount (whether positive or
negative) of the lowest of such Market Quotations (for the avoidance of doubt, (i) a
Market Quotation expressed as a negative number is lower than a Market
Quotation expressed as a positive number and (ii) the lower of two Market
Quotations expressed as negative numbers is the one with the largest absolute
value); or


 


(c)                                  if, on such Early Termination Date, 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 Quotation from an Approved Replacement has been communicated to Party B
and remains capable of becoming legally binding upon acceptance by Party B,
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.”


 

















 


(C)                                If Party B requests Party A in writing to
obtain Market Quotations, Party A shall use its reasonable efforts to do so
before the Early Termination Date.


 


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


 


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


 


(E)                                 At any time on or before the Early
Termination Date at which two or more Market Quotations from Approved
Replacements have been communicated to Party B and remain capable of becoming
legally binding upon acceptance by Party B, Party B shall be entitled to accept
only the lowest of such Market Quotations (for the avoidance of doubt, (i) a
Market Quotation expressed as a negative number is lower than a Market
Quotation expressed as a positive number and (ii) the lower of two Market
Quotations expressed as negative numbers is the one with the largest absolute
value).


 


(ii)                                  The Second Method will apply.


 


(g)           “Termination Currency”
means USD.


 


(h)           Additional Termination
Events.  Additional
Termination Events will apply as provided in Part 5(c).


 


Part 2.    Tax Matters.


 


(a)           Tax Representations.


 


(i)                                     Payer Representations. 
For the purpose of Section 3(e) of this Agreement:


 


(A)          Party A makes the following
representation(s):


 


None.


 


(B)           Party B makes the following
representation(s):


 


None.


 


(ii)           Payee Representations. 
For the purpose of Section 3(f) of this Agreement:


 


(A)          Party A makes the following
representation(s):


 


None.


 


(B)           Party B makes the following
representation(s):


 


None.


 


(b)                                 Tax Provisions.


 

















 


(i)            Indemnifiable Tax.  Notwithstanding the definition of “Indemnifiable
Tax” in Section 14 of this Agreement, all Taxes in relation to payments by
Party A shall be Indemnifiable Taxes unless (i) such Taxes are assessed
directly against Party B and not by deduction or withholding by Party A or (ii) arise
as a result of a Change in Tax Law (in which case such Tax shall be an
Indemnifiable Tax only if such Tax satisfies the definition of Indemnifiable
Tax provided in Section 14).  In
relation to payments by Party B, no Tax shall be an Indemnifiable Tax, unless
the Tax is due to a Change in Tax Law and otherwise satisfies the definition of
Indemnifiable Tax provided in Section 14.

















 


Part 3.    Agreement to Deliver Documents.


 


 (a)          For
the purpose of Section 4(a)(i), tax forms, documents, or certificates to
be delivered are:


 


	
  Party
  required to 

  deliver document

  	
   

  	
  Form/Document/

  Certificate

  	
   

  	
  Date
  by which to

  be delivered

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and Party B

  	
   

  	
  Any form or document required
  or reasonably requested to allow the other party to make payments under the
  Agreement without any deduction or withholding for or on account of any Tax,
  or with such deduction or withholding at a reduced rate.

  	
   

  	
  (i) upon execution of this Agreement,
  (ii) on or before the first payment date under this Agreement, including
  any Credit Support Document, (iii) promptly upon the reasonable demand
  by the other party, (iv) prior to the expiration or obsolescence of any
  previously delivered form, and (v) promptly upon the information on any
  such previously delivered form becoming inaccurate or incorrect.

  



 


(b)           For the purpose of Section 4(a)(ii),
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 and Party B

  	
   

  	
  Any documents required
  by the receiving party to evidence the authority of the delivering party or
  its Credit Support Provider, if any, for it to execute and deliver the
  Agreement, each Confirmation, and any Credit Support Documents to which it is
  a party, and to evidence the authority of the delivering party or its Credit
  Support Provider to perform its obligations under the Agreement, each Confirmation
  and any Credit Support Document, as the case may be

  	
   

  	
  Upon the execution and
  delivery of this Agreement

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and Party B

  	
   

  	
  Credit Support Document
  specified in Part 4 of the Schedule, such Credit Support Document being
  duly executed

  	
   

  	
  Upon the execution and
  delivery of this Agreement

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and Party B

  	
   

  	
  A certificate of an
  authorized officer of the party, as to the incumbency and authority of the
  respective officers of the party signing the Agreement, each Confirmation, and
  any relevant Credit Support Document, as the case may be

  	
   

  	
  Upon the execution and
  delivery of this Agreement

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A

  	
   

  	
  Annual Report of Party
  A containing consolidated financial statements certified by independent
  certified public accountants and prepared in accordance with generally
  accepted accounting principles in the country in which Party A is organized

  	
   

  	
  Promptly upon request
  after becoming publicly available

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A

  	
   

  	
  Opinions of counsel to
  Party A substantially in the form of Exhibit A to this Agreement
  reasonably satisfactory to Party B

  	
   

  	
  Upon the execution and
  delivery of this Agreement

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party B

  	
   

  	
  An opinion of counsel
  to Party B reasonably satisfactory to Party A

  	
   

  	
  Upon the execution and
  delivery of this Agreement

  	
   

  	
  No

  



 

















 


	
  Party B

  	
   

  	
  An executed copy of
  each Base Agreement

  	
   

  	
  Within 30 days after
  the date of this Agreement.

  	
   

  	
  No

  



 


Part 4.  Miscellaneous.


 


	
  (a)

  	
   

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for notices or communications
  to Party A:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  5
  The North Colonnade

  
	
   

  	
   

  	
   

  	
   

  	
  Canary
  Wharf

  
	
   

  	
   

  	
   

  	
   

  	
  London
  E14 4BB

  
	
   

  	
   

  	
  Facsimile:

  	
   

  	
  44(20)
  777 36461

  
	
   

  	
   

  	
  Phone:

  	
   

  	
  44(20)
  777 36810

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (For all
  purposes)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for notices or communications to Party B:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  CNH Equipment Trust 2007-C

  
	
   

  	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
  2 North LaSalle Street, Suite 1020

  
	
   

  	
   

  	
   

  	
  Chicago, Illinois 60602

  
	
   

  	
   

  	
   

  	
  Facsimile no.:

  	
  (312) 827-8562

  
	
   

  	
   

  	
   

  	
  Telephone no.:

  	
  (312) 887-8572

  
	
   

  	
   

  	
   

  	
  Attention:

  	
  Structured Finance-ABS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Address:  CNH Capital America
  LLC

  
	
   

  	
   

  	
   

  	
   

  	
  6900 Veterans Boulevard

  
	
   

  	
   

  	
   

  	
   

  	
  Burr Ridge, IL 60527

  
	
   

  	
   

  	
   

  	
  Attention:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  	
  Facsimile no.:

  	
  (630) 887-5448

  
	
   

  	
   

  	
   

  	
  Telephone no.:

  	
  (630) 887-2095

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (For all
  purposes)

  	
   

  	
   

  
									



 


(b)           Process Agent.  For the purpose of Section 13(c):


 


Party A appoints as its
Process Agent:  Not applicable.


 


Party B appoints as its
Process Agent:  Not applicable.


 


(c)                                  Offices. 
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 a Multibranch Party and may act through
its London and New York Offices.


 


                                                Party B is not a Multibranch Party.


 


(e)                                  Calculation Agent. 
The Calculation Agent is Party A; provided, however, that if an Event of
Default shall have occurred with respect to Party A, Party B shall have the
right to appoint as Calculation Agent a financial 

















 


institution which would
qualify as a Reference Market-maker, reasonably acceptable to Party A, the cost
for which shall be borne by Party A.


 


(f)            Credit Support Document.


 


Party A:                                                    The Credit Support Annex, and any
guarantee in support of Party A’s obligations under this Agreement.


 


Party
B:                                                      The Credit Support Annex, solely in respect
of Party B’s obligations under Paragraph 3(b) of the Credit Support Annex.


 


(g)                                 Credit Support Provider.


 


Party A:                                                    The guarantor under any guarantee in
support of Party A’s obligations under this Agreement.


 


Party B:                                                      None.


 


(h)                                 Governing Law. 
The parties to this Agreement hereby agree that the law of the State of
New York shall govern their rights and duties in whole (including any claim or
controversy arising out of or relating to this Agreement), without regard to
the conflict of law provisions thereof other than New York General Obligations
Law Sections 5-1401 and 5-1402.


 


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


 


(j)                                     Affiliate.  “Affiliate”
shall have the meaning assigned thereto in Section 14; provided, however,
that Party B shall be deemed to have no Affiliates for purposes of this
Agreement, including for purposes of Section 6(b)(ii).

















Part 5.    Other Provisions.


 


(a)                                  Definitions.  Unless otherwise specified in a Confirmation,
this Agreement and each Transaction under this Agreement are subject to the
2000 ISDA Definitions as published and copyrighted in 2000 by the International
Swaps and Derivatives Association, Inc. (the “Definitions”),
and will be governed in all relevant respects by the provisions set forth in
the Definitions, without regard to any amendment to the Definitions subsequent
to the date hereof.  The provisions of
the Definitions are hereby incorporated by reference in and shall be deemed a
part of this Agreement, except that (i) references in the Definitions to a
“Swap Transaction” shall be deemed references to a “Transaction” for purposes
of this Agreement, and (ii) references to a “Transaction” in this
Agreement shall be deemed references to a “Swap Transaction” for purposes of
the Definitions. Each term capitalized but not defined in this Agreement shall
have the meaning assigned thereto in the Base Agreements.


 


Each reference herein to a “Section”
(unless specifically referencing the Base Agreements) or to a “Section” “of
this Agreement” will be construed as a reference to a Section of the ISDA
Master Agreement; each herein reference to a “Part” will be construed as a
reference to the Schedule to the ISDA Master Agreement; each reference herein
to a “Paragraph” will be construed as a reference to a Paragraph of the Credit Support Annex.


 


(b)           Amendments to ISDA Master
Agreement.


 


(i)                                     Single Agreement.  Section 1(c) is
hereby amended by the adding the words “including, for the avoidance of doubt,
the Credit Support Annex”  after the
words “Master Agreement”.


 


(ii)                                  Change of Account.  Section 2(b) 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”.


 


(iii)                               Representations.  Section 3
is hereby amended by adding at the end thereof the following subsection (g):


 


“(g)                           Relationship Between
Parties.


 


(1)                                  Non-Reliance. 
It is acting for its own account, and it 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 will not be considered investment
advice or a recommendation to enter into that Transaction.  No communication (written or oral) received
from the other party will be deemed to be an assurance or guarantee as to the
expected results of that Transaction.


 


(2)                                  Assessment and
Understanding.  It is capable of assessing the merits of and
understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of that
Transaction.  It is also capable of
assuming, and assumes, the risks of that Transaction.


 


(3)                                  Purpose. 
It is entering into the Transaction for the purposes of managing its
borrowings or investments, hedging its underlying assets or liabilities or in
connection with a line of business.


 


(4)                                  Status of Parties. 
The other party is not acting as an agent of, fiduciary for or advisor
to it in respect of the Transaction.


 


(5)                                  Eligible Contract
Participant.  It is an “eligible contract participant” as
defined in Section 1a(12) of the Commodity Exchange Act, as amended.”


 


 


 

















 


(iv)                              Transfer to Avoid Termination
Event.  Section 6(b)(ii) is hereby amended
by (i) deleting the words “or if a Tax Event Upon Merger occurs and the
Burdened Party is the Affected Party,” and (ii) by deleting the words “to
transfer” and inserting the words “to effect a Permitted Transfer” in lieu
thereof.


 


(v)                                 Jurisdiction.  Section 13(b) is
hereby amended by: (i) deleting in the second line of subparagraph (i) thereof
the word “non-”, (ii) deleting “; and” from the end of subparagraph (i) and
inserting “.” in lieu thereof, and (iii) deleting the final paragraph
thereof.


 


(vi)                              Local Business Day. 
The definition of Local Business Day in Section 14 is hereby
amended by the addition of the words “or any Credit Support Document” after “Section 2(a)(i)”
and the addition of the words “or Credit Support Document” after “Confirmation”.


 


(vii)                           Modified Representation.  For purposes
of Section 3(d) of this Agreement, the following shall be added
immediately prior to the period at the end thereof:


 


“; provided, however,
that in the case of financial statements delivered by either party, the only
representation being made by either party is that such financial statements
give a fair view of the state of affairs of the relevant entity to which they
relate as at the date of such financial statements.”


 


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


 


(i)                                     First Rating Trigger Collateral. 
If Party A has failed to comply with or perform any obligation to be
complied with or performed by Party A in accordance with the Credit Support
Annex and such failure has not given rise to an Event of Default under Section 5(a)(i) or
Section 5(a)(iii), 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.


 


(ii)                                  Second Rating Trigger
Replacement.  The occurrence of any event described in this
Part 5(c)(ii) shall constitute an Additional Termination Event with
respect to Party A and Party A shall be the sole Affected Party with respect to
such Additional Termination Event.


 


(A)                              A Moody’s Second Trigger Downgrade Event
has occurred and been continuing for 30 or more Local Business Days and at
least one Eligible Replacement has made a Firm Offer that would, assuming the
occurrence of an Early Termination Date, qualify as a Market Quotation (on the
basis that paragraphs (i) and (ii) of Part 1(f) (Payments
on Early Termination) apply) and which remains capable of becoming legally
binding upon acceptance.


 


(B)                                An S&P Required Ratings Downgrade
Event has occurred and been continuing for 60 or more calendar days.


 


(C)                                A Fitch Required Ratings Downgrade Event
has occurred and been continuing for 30 or more calendar days.


 


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


 


(iii)                               Amendment of Basic Documents. 
If, without the prior written consent of Party A when such consent is
required under the Basic Documents (such consent not to be unreasonably
withheld), an amendment is made to the Basic Documents which amendment could
reasonably be expected to have a material adverse effect on the interests of
Party A (excluding, for the avoidance of doubt, any amendment to the Basic
Documents that is entered into solely for the purpose of appointing a successor
servicer, master servicer, securities administrator, trustee or other service
provider) under this Agreement, an Additional Termination Event shall have
occurred with respect to Party B and Party B shall be the sole Affected Party
with respect to such Additional Termination Event; provided, however, that
notwithstanding Section 6(b)(iv) of this Agreement, both Party A and
Party B shall have the right to designate an Early Termination Date in respect
of this Additional Termination Event.


 


 


 






 












 


(iv)          Termination of Trust.  If, the Trust is terminated pursuant to the
Base Agreements and all rated certificates or notes, as applicable, have been
paid in accordance with the terms of the Base Agreements, an Additional
Termination Event shall have occurred with respect to Party B and Party B shall
be the sole Affected Party with respect to such Additional Termination Event;
provided, however, that notwithstanding Section 6(b)(iv) of this
Agreement, both Party A and Party B shall have the right to designate an Early
Termination Date in respect of this Additional Termination Event.


 


(v)                                 Securitization Unwind.  If a Securitization Unwind (as hereinafter defined)
occurs, an Additional Termination Event shall have occurred with respect to
Party B and Party B shall be the sole Affected Party with respect to such
Additional Termination Event; provided, however, that notwithstanding Section 6(b)(iv) of
this Agreement, both Party A and Party B shall have the right to designate an
Early Termination Date in respect of this Additional Termination Event.  The Early Termination Date in respect of such
Additional Termination Event shall be not earlier than the latest possible date
that the amount of a termination payment may be submitted to a party exercising
a clean-up call in order to be included in the clean-up call price.  As used herein, “Securitization
Unwind” means notice of the requisite amount of a party’s intention
to exercise its option to purchase the underlying Trust Estate (other than the
Trust Accounts) pursuant the Base Agreements is given by the Trustee to
certificateholders or noteholders, as applicable, pursuant to the Base
Agreements.


 


(vi)                              Acceleration of Notes. 
If there is an acceleration of the Notes following the occurrence of an “Event
of Default” under the Indenture (provided such acceleration has not been
rescinded) and the sale or liquidation of the Collateral commences under Article V
of the Indenture, an Additional Termination Event shall have occurred with
respect to Party B and Party B shall be the sole Affected Party with respect to
such Additional Termination Event.


 


(vii)                           Regulation AB. 
If Party A fails to satisfy its obligations under that
certain Indemnification and Disclosure Agreement dated as of December 13,
2007 between Party A and CNH Capital Receivables LLC, 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.


 


(d)                                 Required Ratings Downgrade Event. 
In the event that no Relevant Entity has credit ratings at least equal
to the Required Ratings Threshold of each relevant Rating Agency (such event, a
“Required Ratings Downgrade Event”),
then Party A shall, as soon as reasonably practicable and so long as a Required
Ratings Downgrade Event is in effect, at its own expense, use commercially
reasonable efforts to procure either (A) a Permitted Transfer or (B) an
Eligible Guarantee.


 


(e)                                  Transfers.


 


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


 


“Subject to Section 6(b)(ii),
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 the Agreement or any Transaction without (a) the
prior written consent of the other party and (b) satisfaction of the
Rating Agency Condition, except that:


 


(a)                                  a party may make such a transfer of this
Agreement pursuant to a consolidation or amalgamation with, or merger with or
into, or transfer of all or substantially all its assets to, another entity
(but without prejudice to any other right or remedy under this Agreement);


 


(b)                                 a party may make such a transfer of all
or any part of its interest in any amount payable to it from a Defaulting Party
under Section 6(e); and


 


(c)                                  Party A may transfer or assign this
Agreement to any Person, including, without limitation, another of Party A’s
offices, branches or affiliates (any such Person, office, branch or affiliate,
a “Transferee”) on at least five Business
Days’ prior written notice to Party B and the Trustee;  provided that, with respect to this clause
(c), (A) as of the date of such transfer the Transferee will not 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; (D) Party
A will be responsible for any costs or expenses incurred in connection with
such transfer and (E) Party A obtains in respect of such transfer a
written acknowledgement of satisfaction of the Rating Agency Condition (except
for Moody’s).  Party B will execute such
documentation as is reasonably deemed necessary by Party A for the effectuation
of any such transfer.”


 


 (ii)                               If an Eligible Replacement has made a Firm Offer
(which remains 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)                                    Non-Recourse. 
Party A acknowledges and agree that, notwithstanding any provision in
this Agreement to the contrary, the obligations of Party B hereunder are
limited recourse obligations of Party B, payable solely from the Trust and the
proceeds thereof, in accordance with the priority of payments and other terms
of the Base Agreements and that Party A will not have any recourse to any of
the directors, officers, employees, shareholders or affiliates of the Party B
with respect to any claims, losses, damages, liabilities, indemnities or other
obligations in connection with any transactions contemplated hereby. In the event
that the Trust and the proceeds thereof, should be insufficient to satisfy all
claims outstanding and following the realization of the account held by the
Trust and the proceeds thereof, any claims against or obligations of Party B
under the ISDA Master Agreement or any other confirmation thereunder still
outstanding shall be extinguished and thereafter not revive.  The Trustee shall not have liability for any
failure or delay in making a payment hereunder to Party A due to any failure or
delay in receiving amounts in the account held by the Trust from the Trust
created pursuant to the Trust Agreement. 
This provision will survive the termination of this Agreement.


 


(g)                                 Rating Agency Notifications.  Notwithstanding
any other provision of this Agreement, no Early Termination Date shall be
effectively designated hereunder by Party B and no transfer of any rights or
obligations under this Agreement shall be made by either party unless each
Rating Agency has been given prior written notice of such designation or
transfer.


 


 (h)                              No Set-off.  Except as expressly provided for in Section 2(c),
Section 6 or Part 1(f)(i)(D) 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.”.


 


(i)                                     Amendment.  Notwithstanding any provision to the contrary
in this Agreement, no amendment of either this Agreement or any Transaction
under this Agreement shall be permitted by either party unless each of the
Rating Agencies has been provided prior written notice of the same and such
amendment satisfies the Rating Agency Condition with respect to S&P, Fitch
and DBRS.


 


(j)                                     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 and to each Rating Agency notice of such event or condition;
provided that failure to provide notice of such event or condition pursuant to
this Part 5(j) shall not constitute an Event of Default or a
Termination Event.


 


(k)                                  Proceedings. 
No Relevant Entity shall institute against, or cause any other person to
institute against, or join any other person in instituting against Party B in
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other proceedings under any federal or state bankruptcy or
similar law for a period of one year (or, if longer, the applicable preference
period) and one day following payment in full of the Notes; provided, however,
that nothing will 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, or (ii) from commencing
against Party B or any of the Collateral any legal action which is not a
bankruptcy, reorganization, arrangement, insolvency, moratorium, liquidation or
similar proceeding.  This provision will
survive the termination of this Agreement.


 


(l)                                     Trustee Liability Limitations. 
It is expressly understood and agreed by the parties hereto that (a) this
Agreement is executed by Wilmington Trust Company (“X”)
not in its individual capacity, but solely as Trustee under the Base Agreements
in the exercise of the powers and authority conferred and invested in it
thereunder; (b) X has been directed pursuant to the Base Agreements to
enter into this Agreement and to perform its obligations hereunder; (c) each
of the representations, undertakings and agreements herein made on behalf of
the Trust is made and intended not as personal representations of the Trustee
but is made and intended for the purpose of binding only the Trust; and (d) under
no circumstances shall  X in its
individual capacity be personally liable for any payments hereunder or for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken under this Agreement, other than due to its negligence or willful
misconduct in performing the obligations of the Trustee under the Base Agreements
or this Agreement.


 


(m)                               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 invalid
or unenforceable (in whole or in part) in any respect, the remaining terms,
provisions, covenants, and conditions hereof shall continue in full force and
effect as if this Agreement had been executed with the 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.


 


The parties shall
endeavor to engage in good faith negotiations to replace any invalid or
unenforceable term, provision, covenant or condition with a valid or
enforceable term, provision, covenant or condition, the economic effect of
which comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.


 


(n)                                 Consent to Recording. 
Each party hereto consents to the monitoring or recording, at any time
and from time to time, by the other party of any and all communications between
trading, marketing, and operations personnel of the parties and their
Affiliates, waives any further notice of such monitoring or recording, and
agrees to notify such personnel of such monitoring or recording.


 


(o)                                 Waiver of Jury Trial. 
Each party waives any right it may have to a trial by jury in respect of
any in respect of any suit, action or proceeding relating to this Agreement or
any Credit Support Document.


 


(p)                                 Regarding Party A.  Party B acknowledges and agrees that Party A, in its
capacity as swap provider, 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 (other than
disclosure and information furnished by Party A) contained in any offering circular
for the Notes, the Base Agreements, or any other agreements or documents used
by Party B or any other party in connection with the marketing and sale of the
Notes; (vi) the ongoing operations 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.


 


(q)                                 Rating Agency Requirements.   Notwithstanding anything to the contrary herein, to
the extent any Rating Agency does not assign a rating to the notes issued
pursuant to the Indenture, references to the requirements of such Rating Agency
herein shall be ignored for purposes of this Agreement.


 


(r)            Additional Definitions.


 


As used in this
Agreement, the following terms shall have the meanings set forth below, unless
the context clearly requires otherwise:


 


“Approved Ratings Threshold” means each
of the S&P Approved Ratings Threshold, the Moody’s First Trigger Ratings
Threshold, the Fitch Approved Ratings Threshold and the DBRS Approved Ratings
Threshold.


 

















 


“Approved Replacement” means, with
respect to a Market Quotation, an entity making such Market Quotation, which
entity would satisfy conditions (a), (b), (c) and (d) of the
definition of Permitted Transfer (as determined by Party B in its sole
discretion, acting in a commercially reasonable manner) if such entity were a
Transferee, as defined in the definition of Permitted Transfer.


 


“Base Agreements” means 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.


 


“Basic Documents” has the meaning
assigned to such term in the Indenture.


 


“DBRS” means
Dominion Bond Rating Service, or any successor thereto.


 


“DBRS Approved Ratings Threshold” means, with
respect to Party A, the guarantor under an Eligible Guarantee, or an Eligible
Replacement, a long-term unsecured and unsubordinated debt rating from DBRS of “AA(low)”
and a short-term unsecured and unsubordinated debt rating from DBRS of “R-1(middle)”.


 


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


 


“DBRS Required Ratings Threshold” means, with
respect to Party A, the guarantor under an Eligible Guarantee, or an Eligible
Replacement, a long-term unsecured and unsubordinated debt rating from DBRS of “BBB”.


 


“Derivative Provider Trigger Event” means (i) an
Event of Default with respect to which Party A is a Defaulting Party, (ii) a
Termination Event (other than an Illegality or Tax Event) with respect to which
Party A is the sole Affected Party or (iii) an Additional Termination
Event with respect to which Party A is the sole Affected Party.


 


“Eligible Guarantee” means an unconditional and irrevocable
guarantee of all present and future obligations of Party A under this Agreement
(or, solely for purposes of the definition of Eligible Replacement, all present
and future obligations of such Eligible Replacement under this Agreement or its
replacement, as applicable) which is provided by a guarantor as principal
debtor rather than surety and which is directly enforceable by Party B, the
form and substance of which guarantee are subject to the Rating Agency
Condition with respect to S&P, Fitch and DBRS, and 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 deduction or Tax collected
by withholding, or (B) such guarantee provides that, in the event that any
of such guarantor’s payments to Party B are subject to deduction or Tax
collected by withholding, 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 Tax collected by withholding) will equal the full
amount Party B would have received had no such deduction or withholding been
required, or (C) in the event that any payment under such guarantee is
made net of deduction or withholding for Tax, Party A is required, under Section 2(a)(i),
to make such additional payment as is necessary to ensure that the net amount
actually received by Party B from the guarantor will equal the full amount
Party B would have received had no such deduction or withholding been required.


 


“Eligible Replacement” means an entity (A) (I) (x) which
has credit ratings from S&P at least equal to the S&P Required Ratings
Threshold or (y) all present and future obligations of which entity owing
to Party B under this Agreement (or its replacement, as applicable) are
guaranteed pursuant to an Eligible Guarantee provided by a guarantor with credit
ratings from S&P at least equal to the S&P Required Ratings Threshold,
in either case if S&P is a Rating Agency, (II) (x) which has
credit ratings from Moody’s at least equal to the Moody’s Second Trigger
Ratings Threshold or (y) all present and future obligations of which
entity owing to Party B under this Agreement (or its replacement, as
applicable) are guaranteed pursuant to an Eligible Guarantee provided by a
guarantor with credit ratings from Moody’s at least equal to the Moody’s Second
Trigger Ratings Threshold, in either case if Moody’s is a Rating Agency, (III) (x) which
has credit ratings from Fitch at least equal to the applicable Fitch 


 

















 


Approved
Ratings Threshold or (y) all present and future obligations of which
entity owing to Party B under this Agreement (or its replacement, as
applicable) are guaranteed pursuant to an Eligible Guarantee provided by a
guarantor with credit ratings from Fitch at least equal to the Fitch Approved
Ratings Threshold, in either case if Fitch is a Rating Agency, and (IV) (x) which
has credit ratings from DBRS at least equal to the applicable DBRS Approved
Ratings Threshold or (y) all present and future obligations of which
entity owing to Party B under this Agreement (or its replacement, as
applicable) are guaranteed pursuant to an Eligible Guarantee provided by a
guarantor with credit ratings from DBRS at least equal to the DBRS Approved
Ratings Threshold, in either case if DBRS is a Rating Agency, and (B) that
has executed or agrees to execute a Regulation AB indemnification agreement, if
applicable.


 


 “Financial Institution” means a
bank, broker/dealer, insurance company, structured investment company or
derivative product company.


 


“Firm
Offer” means
a quotation from an Eligible Replacement (i) in an amount equal to the
actual amount payable by or to Party B in consideration of an agreement between
Party B and such Eligible Replacement to replace Party A as the counterparty to
this Agreement by way of novation or, if such novation is not possible, an
agreement between Party B and such Eligible Replacement to enter into a
Replacement Transaction (assuming that all Transactions hereunder become
Terminated Transactions), and (ii) that constitutes an offer by such
Eligible Replacement to replace Party A as the counterparty to this Agreement
or enter a Replacement Transaction that will become legally binding upon such
Eligible Replacement upon acceptance by Party B.


 


“Fitch” means Fitch
Ratings Ltd., or any successor thereto.


 


“Fitch Approved Ratings Threshold” means, with
respect to Party A, the guarantor under an Eligible Guarantee, or an Eligible
Replacement, a long-term unsecured and unsubordinated debt rating from Fitch of
“A” and a short-term unsecured and unsubordinated debt rating from Fitch of “F1”.


 


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


 


“Fitch Required Ratings Threshold” means, with
respect to Party A, the guarantor under an Eligible Guarantee, or an Eligible
Replacement, a long-term unsecured and unsubordinated debt rating from Fitch of
“BBB-”.


 


“Indenture” means the Indenture dated as of November 1,
2007, between Party B and The Bank of New York Trust Company, N.A., as
Indenture Trustee.


 


“Moody’s” means Moody’s
Investors Service, Inc., or any successor thereto.


 


“Moody’s First Trigger Ratings Threshold” means, with
respect to Party A, the guarantor under an Eligible Guarantee, or an Eligible
Replacement, (i) if such entity has a short-term unsecured and
unsubordinated debt rating from Moody’s, a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
or (ii) if such entity does not have a short-term unsecured and
unsubordinated debt rating or counterparty rating from Moody’s, a long-term
unsecured and unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.


 


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


 


“Moody’s Second Trigger Ratings Threshold” means, with
respect to Party A, the guarantor under an Eligible Guarantee, or an Eligible
Replacement, (i) if such entity has a short-term unsecured and
unsubordinated debt rating from Moody’s, a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
or (ii) if such entity does not have a short-term unsecured and
unsubordinated debt rating from Moody’s, a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody’s of “A3”.


 

















 


“Permitted
Transfer” means
a transfer by novation by Party A to a transferee (the “Transferee”)
of all, but not less than all, of Party A’s rights, liabilities, duties and
obligations under this Agreement, with respect to which transfer each of the
following conditions is satisfied:  (a) the
Transferee is an Eligible Replacement that is a recognized dealer in interest
rate swaps; (b) as of the date of such transfer the Transferee would not
be required to withhold or deduct on account of Tax from any payments under
this Agreement or would be required to gross up for such Tax under Section 2(d)(i)(4);
(c) an Event of Default or Termination Event would not occur as a result
of such transfer; (d) pursuant to a written instrument (the “Transfer Agreement”), the Transferee acquires and assumes
all rights and obligations of Party A under the Agreement and the relevant
Transaction; (e) such Transfer Agreement is effective to transfer to the
Transferee all, but not less than all, of Party A’s rights and obligations
under the Agreement and all relevant Transactions; (f) Party A will be
responsible for any costs or expenses incurred in connection with such transfer
(including any replacement cost of entering into a replacement transaction); (g) Moody’s
has been given prior written notice of such transfer and the Rating Agency
Condition (other than with respect to Moody’s) is satisfied; and (h) such
transfer otherwise complies with the terms of the Base Agreements.


 


“Rating Agencies” means, with respect to any date of
determination, each of S&P, Moody’s, Fitch and DBRS, to the extent that
each such rating agency is then providing a rating for any of the related notes
or certificates, as applicable.


 


“Rating
Agency Condition” means, with respect to any particular proposed act or omission to act
hereunder and each Rating Agency specified in connection with such proposed act
or omission, that the party proposing such act or failure to act must consult
with each of the specified Rating Agencies and receive from each such Rating
Agency prior written confirmation that the proposed action or inaction would
not cause a downgrade or withdrawal of the then-current rating of any Notes.


 


“Relevant Entity” means Party A and, to the extent
applicable, a guarantor under an Eligible Guarantee.


 


“Replacement Transaction” means, with
respect to any Terminated Transaction or group of Terminated Transactions, a
transaction or group of transactions that (i) would have the effect of
preserving for Party B 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 Transaction or group of Terminated Transactions that
would, but for the occurrence of the relevant Early Termination Date, have been
required after that date, and (ii) has terms which are substantially the
same as this Agreement, including, without limitation, rating triggers,
Regulation AB compliance, and credit support documentation, as determined by
Party B in its sole discretion, acting in a commercially reasonable manner,
save for the exclusion of provisions relating to Transactions that are not
Terminated Transactions.


 


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


 


“Required Ratings Threshold” means each
of the S&P Required Ratings Threshold, the Moody’s Second Trigger Ratings
Threshold, the Fitch Required Ratings Threshold and the DBRS Required Ratings
Threshold.


 


“S&P” means Standard & Poor’s Rating
Services, a division of The McGraw-Hill Companies, Inc., or any successor
thereto.


 


“S&P Approved Ratings Threshold” means, with
respect to Party A, the guarantor under an Eligible Guarantee, or an Eligible
Replacement, a short-term unsecured and unsubordinated debt rating of “A-1”
from S&P, or, if such entity does not have a short-term unsecured and
unsubordinated debt rating from S&P, a long-term unsecured and
unsubordinated debt rating or counterparty rating of “A+” from S&P.


 


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


 

















 


“S&P Required Ratings
Threshold” means, with respect to Party A, the
guarantor under an Eligible Guarantee, or an Eligible Replacement, (I) if
such entity is a Financial Institution, a short-term unsecured and
unsubordinated debt rating of “A-2” from S&P, or, if such entity does not
have a short-term unsecured and unsubordinated debt rating from S&P, a
long-term unsecured and unsubordinated debt rating or counterparty rating of “BBB+”
from S&P, or (II) if such entity is not a Financial Institution, a
short-term unsecured and unsubordinated debt rating of “A-1” from S&P, or,
if such entity does not have a short-term unsecured and unsubordinated debt
rating from S&P, a long-term unsecured and unsubordinated debt rating or
counterparty rating of “A+” from S&P.


 


[Remainder of this page intentionally left blank.]


 

















 


IN WITNESS
WHEREOF, the
parties have executed this Schedule 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

  



 

















 


Annex A


 


Paragraph
13 of the Credit Support Annex