Exhibit 4.7


 


Execution Copy


Trust
Swap


Class
A-3a Notes


 


CONFIRMATION FOR U.S. DOLLAR
INTEREST RATE SWAP

TRANSACTION UNDER 1992 MASTER AGREEMENT


 


 


	
  TO:

  	
   

  	
  CNH Equipment Trust 2004-A (“Party B”)

  
	
   

  	
   

  	
  Mr. James
  Bowden, ABS Unit

  
	
   

  	
   

  	
  The Bank of
  New York, as Trustee

  
	
   

  	
   

  	
  101 Barclay
  St., 8W

  
	
   

  	
   

  	
  Tel:     212 815 2489

  
	
   

  	
   

  	
  Fax:    212 815 3883

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
  Bank of
  America, N.A. (“Party A”)

  
	
   

  	
   

  	
  100 N. Tryon
  Street, NC 1-007-13-01

  
	
   

  	
   

  	
  Charlotte,
  North Carolina 28255

  
	
   

  	
   

  	
  Attn:
  Capital Markets Documentation

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
  September 22,
  2004

  



 


Our Reference
Numbers: 13302334 13302343


 


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


 


1.                                              The definitions and
provisions contained in the 2000 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc., the “Definitions”) are
incorporated into this Confirmation.  In
the event of any inconsistency between the Definitions and this Confirmation,
this Confirmation will govern.  Each
party represents and warrants to the other that (a) it is duly authorized to
enter into this Swap Transaction and to perform its obligations hereunder, (b)
the Swap Transaction and the performance of its obligations hereunder do not
violate any material obligation of such party, and (c) the person executing
this Confirmation is duly authorized to execute and deliver it.


 


This
Confirmation supplements, forms part of, and is subject to, the ISDA Master
Agreement between us dated as of September 22, 2004 (the
“Agreement”).  This Confirmation shall
supplement, form part of, and be subject to that Agreement, and all provisions
contained or incorporated by reference in the Agreement shall govern this
Confirmation except as expressly modified below.


 

















 


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


 


	
  Trade Date:

  	
   

  	
  September 14,
  2004

  
	
   

  	
   

  	
   

  
	
  Effective
  Date:

  	
   

  	
  September 22,
  2004

  
	
   

  	
   

  	
   

  
	
  Termination
  Date:

  	
   

  	
  The earliest
  of (i) October 15, 2008 or (ii) when the Notional Amount hereunder has
  been reduced to zero, subject to early termination in accordance with the
  terms of the Agreement.

  
	
   

  	
   

  	
   

  
	
  Calculation
  Periods:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Floating
  Rate Calculation Periods correspond to “Interest Periods” under the Indenture
  dated as of September 1, 2004, between Party B, issuer, and JPMorgan
  Chase Bank, as indenture trustee (the “Indenture”).

  
	
   

  	
   

  	
   

  
	
  Notional
  Amount:

  	
   

  	
  For the
  Initial Calculation Period, the Outstanding Amount of the Class A-3a Notes as
  of the close of business on the first day of each Floating Rate Calculation
  Period “Outstanding Amount” and “Class A-3a Notes” each has the meaning
  specified in Appendix A to the Indenture.

  
	
   

  	
   

  	
   

  
	
  Payment
  Dates:

  	
   

  	
  The 15th
  day of each month, subject to the Following Business Day Convention,
  corresponding to “Payment Dates” under the Indenture.

  



 


Fixed Amounts:


 


	
  Fixed Rate
  Payer:

  	
   

  	
  Party B

  
	
   

  	
   

  	
   

  
	
  Fixed Rate
  Payer

  	
   

  	
   

  
	
  Payment
  Dates:

  	
   

  	
  The 15th
  day of each month, commencing October 15, 2004, subject to adjustment in
  accordance with 

  



 


2

















 


	
   

  	
   

  	
  the
  Following Business Day Convention. No adjustment of Period End Dates.

  
	
   

  	
   

  	
   

  
	
  Fixed Rate:

  	
   

  	
  2.8850 per
  cent

  
	
   

  	
   

  	
   

  
	
  Fixed Rate

  	
   

  	
   

  
	
  Day Count
  Fraction:

  	
   

  	
  30/360

  
	
   

  	
   

  	
   

  
	
  Fixed Rate
  Payer Payment

  	
   

  	
   

  
	
  Amounts:

  	
   

  	
  For each
  Payment Date, in respect of a Calculation Period, the product of (a) the
  Fixed Rate, (b) the Fixed Rate Day Count Fraction and (c) the Notional Amount
  for such Calculation Period.

  



 


Floating Amounts:


 


	
  Floating
  Rate Payer:

  	
   

  	
  Party A

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Payer

  	
   

  	
   

  
	
  Payment
  Dates:

  	
   

  	
  The 15th
  day of each month, commencing October 15, 2004, subject to adjustment in
  accordance with the Following Business Day Convention.

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Option:

  	
   

  	
  USD-LIBOR-BBA
  (set two London Banking Days prior to the first day of each Calculation
  Period).

  
	
   

  	
   

  	
   

  
	
  Designated
  Maturity:

  	
   

  	
  One month

  
	
   

  	
   

  	
   

  
	
  Initial
  Floating Rate:

  	
   

  	
  1.8275 per
  cent

  
	
   

  	
   

  	
   

  
	
  Spread:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate

  	
   

  	
   

  
	
  Day Count
  Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Payer

  	
   

  	
   

  
	
  Payment:

  	
   

  	
  For each
  Payment Date, in respect of a Calculation Period, the product of (a) the
  Floating Rate, (b) the Floating Rate Day Count Fraction and (c) the Notional
  Amount for such Calculation Period.

  
	
   

  	
   

  	
   

  
	
  Reset Dates:

  	
   

  	
  Other than
  in connection with the Initial Floating Rate, on each Payment Date beginning
  with the October Payment Date, the Floating Rate (as determined two
  London Banking Days prior to each such Payment Date) will reset for the
  Floating Rate 

  



 


3

















 


	
   

  	
   

  	
  Calculation
  Period commencing on each such Payment Date.

  
	
   

  	
   

  	
   

  
	
  Compounding:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Business
  Days:

  	
   

  	
  New York

  
	
   

  	
   

  	
   

  
	
  Business Day
  Convention:

  	
   

  	
  Following
  (in respect of Payment Dates and Floating Rate Calculation Period End Dates
  only).

  
	
   

  	
   

  	
   

  
	
  Calculation
  Agent:

  	
   

  	
  Party A

  



 


3.                                       Market Quotation.


 


Notwithstanding
the definition of “Market Quotation” in the Agreement, for purposes of
determining Market Quotations in respect of this Transaction, Market Quotation
shall mean a quotation from a Dealer (as defined herein), acceptable to both
parties, of the amount, if any, that such Dealer Would demand to receive or
would offer to pay in consideration of such Dealer entering into an agreement
with the Requesting Party may in good faith agree, which would have the effect
of preserving for the Requesting Party the economic equivalent of the parties’
rights and obligations under the Agreement; provided that, any such quotation
shall not constitute a Market Quotation hereunder unless the Dealer shall have
submitted, in connection with such quotation, a Dealer Certification (as defined
herein).


 


If at least
one Market Quotation from a Dealer other that Party A is provided, the
Requesting Party shall then have the option to either: (i) accept the
arithmetic mean of the Market Quotation; or (ii) require the party to the
Agreement that is not the Requesting Party (the “Non-Requesting Party”) to
assign, at the cost of the Non-Requesting Party, its rights and obligations
under the Agreement to one of the Dealers providing Market Quotations; provided
that (a) such assignment must be pursuant to documentation that is reasonably
acceptable to the Requesting Party, and (b) the Requesting Party must receive
such opinions and assurances as it reasonably requests in connection with such
assignment.


 


In the event
that no other Market Quotations are obtained, Party A may be the sole source of
Market Quotations, so long as its calculations are made on the basis of a
hypothetical transaction of like terms but with a notional amortization as set
forth on Schedule A hereto and an option to reduce the notional to a
substantially faster notional amortization.


 


For purposes
of this Section:


 


“Dealer” means
a leading dealer in the relevant markets (and may include Party A).


 


“Dealer
Certification: means a certificate, execute by a Dealer, representing that: (i)
the Dealer is qualified and authorized to enter into a n assignment of the
Agreement; (ii) the Dealer has reviewed the terms of the Agreement in full and
has provided a bid on the basis of such terms; and


 


4

















 


(iii) upon the
request of the Requesting Party, the Dealer will accept an assignment of the
Non-Requesting Party’s rights and obligations under the Agreement in exchange
for or by payment of the amount of its bid.


 


“Requesting
Party “ means: (i) Party B in the case of an Event of Default where Party A is
the Defaulting Party or a Termination event where Party A is the Affected
Party; and (ii) Party A in the case of an Event of Default where Parry B is the
Defaulting Party or a Termination Event where Party B is the Affected Party.


 


4.                                       Account Details:


 


	
  Payments to
  Party A:

  	
   

  	
  Name:

  	
   

  	
  Bank of
  America, N.A.

  
	
   

  	
   

  	
  ABA#:

  	
   

  	
  026009593

  
	
   

  	
   

  	
  Acct:

  	
   

  	
  6550219386

  
	
   

  	
   

  	
  Attn:

  	
   

  	
  Rate Derivatives Settlements

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payments to
  Party B:

  	
   

  	
  Name:

  	
   

  	
  JPMorgan
  Chase Bank

  
	
   

  	
   

  	
   

  	
   

  	
  New York, NYE

  
	
   

  	
   

  	
  ABA#:

  	
   

  	
  021000021

  
	
   

  	
   

  	
  Account #:

  	
   

  	
  507199782

  
	
   

  	
   

  	
  Ref:

  	
   

  	
  CNH Equip
  2004-A

  
	
   

  	
   

  	
  Attn:

  	
   

  	
  R.
  Nowakowski

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
  312-267-5081

  



 


Please confirm
that the foregoing correctly sets forth the terms and conditions of our
agreement by responding within three (3) Business Days by returning via
telecopier an executed copy of this Confirmation to the attention of Global
Derivative Operations (fax no. (312) 234 3603).


 


 


	
   

  	
  Accepted and confirmed as of the
  date first written:

  
	
   

  	
   

  
	
  Bank of America, N.A.

  	
  CNH Equipment Trust 2004-A

  
	
   

  	
   

  
	
   

  	
  By:  The Bank of New York, not
  in its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ RICHARD
  NEUMAN

  	
   

  	
  By:

  	
  /s/ JONATHAN
  FARBER

  	
   

  
	
  Name:
  Richard Neuman

  	
  Name:
  Jonathan Farber

  
	
  Title: Vice
  President

  	
  Title:
  Assistant Treasurer

  
						



 


5

















 


SCHEDULE A


 


	
  Begin Period

  	
   

  	
  End Period

  	
   

  	
  Base Amortization

  	
   

  	
  Fast Amortization

  
	
  9/22/2004

  	
   

  	
  10/15/2004

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  247,000,000.00

  
	
  10/15/2004

  	
   

  	
  11/15/2004

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  247,000,000.00

  
	
  11/15/2004

  	
   

  	
  12/15/2004

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  247,000,000.00

  
	
  12/15/2004

  	
   

  	
  1/15/2005

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  247,000,000.00

  
	
  1/15/2005

  	
   

  	
  2/15/2005

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  247,000,000.00

  
	
  2/15/2005

  	
   

  	
  3/15/2005

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  247,000,000.00

  
	
  3/15/2005

  	
   

  	
  4/15/2005

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  247,000,000.00

  
	
  4/15/2005

  	
   

  	
  5/15/2005

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  247,000,000.00

  
	
  5/15/2005

  	
   

  	
  6/15/2005

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  247,000,000.00

  
	
  6/15/2005

  	
   

  	
  7/15/2005

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  247,000,000.00

  
	
  7/15/2005

  	
   

  	
  8/15/2005

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  247,000,000.00

  
	
  8/15/2005

  	
   

  	
  9/15/2005

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  247,000,000.00

  
	
  9/15/2005

  	
   

  	
  10/15/2005

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  247,000,000.00

  
	
  10/15/2005

  	
   

  	
  11/15/2005

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  247,000,000.00

  
	
  11/15/2005

  	
   

  	
  12/15/2005

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  230,355,512.02

  
	
  12/15/2005

  	
   

  	
  1/15/2006

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  213,506,750.78

  
	
  1/15/2006

  	
   

  	
  2/15/2006

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  195,593,296.61

  
	
  2/15/2006

  	
   

  	
  3/15/2006

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  177,218,103.13

  
	
  3/15/2006

  	
   

  	
  4/15/2006

  	
   

  	
  $

  	
  247,000,000.00

  	
   

  	
  $

  	
  158,303,521.94

  
	
  4/15/2006

  	
   

  	
  5/15/2006

  	
   

  	
  $

  	
  233,293,135.08

  	
   

  	
  $

  	
  136,786,286.46

  
	
  5/15/2006

  	
   

  	
  6/15/2006

  	
   

  	
  $

  	
  213,615,549.07

  	
   

  	
  $

  	
  116,874,347.63

  
	
  6/15/2006

  	
   

  	
  7/15/2006

  	
   

  	
  $

  	
  195,342,915.25

  	
   

  	
  $

  	
  98,529,680.58

  
	
  7/15/2006

  	
   

  	
  8/15/2006

  	
   

  	
  $

  	
  176,287,194.36

  	
   

  	
  $

  	
  80,057,906.33

  
	
  8/15/2006

  	
   

  	
  9/15/2006

  	
   

  	
  $

  	
  159,135,227.68

  	
   

  	
  $

  	
  63,473,480.92

  
	
  9/15/2006

  	
   

  	
  10/15/2006

  	
   

  	
  $

  	
  143,994,441.41

  	
   

  	
  $

  	
  49,111,822.80

  
	
  10/15/2006

  	
   

  	
  11/15/2006

  	
   

  	
  $

  	
  132,008,256.63

  	
   

  	
  $

  	
  37,312,516.74

  
	
  11/15/2006

  	
   

  	
  12/15/2006

  	
   

  	
  $

  	
  121,286,017.27

  	
   

  	
  $

  	
  26,683,586.01

  
	
  12/15/2006

  	
   

  	
  1/15/2007

  	
   

  	
  $

  	
  110,721,783.73

  	
   

  	
  $

  	
  16,432,984.69

  
	
  1/15/2007

  	
   

  	
  2/15/2007

  	
   

  	
  $

  	
  98,560,194.60

  	
   

  	
  $

  	
  5,375,153.90

  
	
  2/15/2007

  	
   

  	
  3/15/2007

  	
   

  	
  $

  	
  85,317,312.85

  	
   

  	
  $

  	
  —

  
	
  3/15/2007

  	
   

  	
  4/15/2007

  	
   

  	
  $

  	
  70,921,555.06

  	
   

  	
  $

  	
  —

  
	
  4/15/2007

  	
   

  	
  5/15/2007

  	
   

  	
  $

  	
  53,653,597.71

  	
   

  	
  $

  	
  —

  
	
  5/15/2007

  	
   

  	
  6/15/2007

  	
   

  	
  $

  	
  37,925,117.21

  	
   

  	
  $

  	
  —

  
	
  6/15/2007

  	
   

  	
  7/15/2007

  	
   

  	
  $

  	
  23,695,186.34

  	
   

  	
  $

  	
  —

  
	
  7/15/2007

  	
   

  	
  8/15/2007

  	
   

  	
  $

  	
  8,820,436.35

  	
   

  	
  $

  	
  —

  



 


6

















 


	
  8/15/2007

  	
   

  	
  9/15/2007

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  
	
  9/15/2007

  	
   

  	
  10/15/2007

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  
	
  10/15/2007

  	
   

  	
  11/15/2007

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  
	
  11/15/2007

  	
   

  	
  12/15/2007

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  
	
  12/15/2007

  	
   

  	
  1/15/2008

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  
	
  1/15/2008

  	
   

  	
  2/15/2008

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  
	
  2/15/2008

  	
   

  	
  3/15/2008

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  
	
  3/15/2008

  	
   

  	
  4/15/2008

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  
	
  4/15/2008

  	
   

  	
  5/15/2008

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  
	
  5/15/2008

  	
   

  	
  6/15/2008

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  
	
  6/15/2008

  	
   

  	
  7/15/2008

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  
	
  7/15/2008

  	
   

  	
  8/15/2008

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  
	
  8/15/2008

  	
   

  	
  9/15/2008

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  
	
  9/15/2008

  	
   

  	
  10/15/2008

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  



 


7