Exhibit 4.8


 


CONFIRMATION FOR U.S. DOLLAR
INTEREST RATE SWAP TRANSACTION


 


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

The Bank of New York, as Trustee

101 Barclay St., 8W

New York, NY 10286

Tel: 212-815-6434

Fax: 212-815-2493


 


FROM:         MERRILL LYNCH CAPITAL SERVICES,
INC.   (“Party A”)

HUI SUN KWEI

TEL:  (212) 449-8253

FAX: (917) 778-0836


 


DATE:           September 22, 2004


 


Our
Reference Number: 04DL12608


 


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”).  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
evidences a complete and binding agreement between you and us as to the terms
of the Transaction to which this Confirmation relates.   In addition, you and we agree to use all
reasonable efforts promptly to negotiate, execute and deliver an agreement in
the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the “Master
Form”), with such modifications as you and we will in good faith agree (the
“Agreement”).  Upon the execution by you
and us of the Agreement, this Confirmation will supplement, form a part of, and
be subject to the Agreement.  All
provisions contained in or incorporated by reference in the Agreement upon its
execution will govern this Confirmation except as expressly modified
below.  Until we execute and deliver the
Agreement, this Confirmation, together with all other documents referring to
the Master Form (each a “Confirmation”) confirming transactions


 

















 


(each a “Transaction”)
entered into between us (notwithstanding anything to the contrary in a
Confirmation), shall supplement, form a part of, and be subject to, an
agreement in the form of the Master Form as if we had executed an agreement in
such form (but without any Schedule except for the election of the laws of
the State of New York as the governing law and US Dollars as the Termination
Currency) on the Trade Date of the first such Transaction between us.  In the event of any inconsistency between
the provisions of that agreement and this Confirmation, this Confirmation will
prevail for the purpose of this Transaction.


 


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


 


	
  Trade Date:

  	
   

  	
  September 14, 2004

  
	
   

  	
   

  	
   

  
	
  Effective Date:

  	
   

  	
  September 22, 2004

  
	
   

  	
   

  	
   

  
	
  Termination Date:

  	
   

  	
  September 15, 2011

  
	
   

  	
   

  	
   

  
	
  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 1st, 2004, between
  Party B, as issuer, and JP Morgan Chase, as indenture trustee (the
  “Indenture”).

  
	
   

  	
   

  	
   

  
	
  Notional Amounts:

  	
   

  	
  For each Calculation Period, the Outstanding Amount of the Class A-4a
  Notes as of the close of business on the first day of each Floating Rate
  Calculation Period.  “Outstanding
  Amount” and “Class A-4a

  



 


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  Notes” each has the meaning specified in Appendix A to the Indenture.

  
	
   

  	
   

  	
   

  
	
  Payment Dates:

  	
   

  	
  The 15th day of each month, subject to the Modified
  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 the Modified Following Business Day Convention.

  
	
   

  	
   

  	
   

  
	
  Fixed Rate:

  	
   

  	
  3.39%

  
	
   

  	
   

  	
   

  
	
  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 the Modified Following Business Day Convention.

  
	
   

  	
   

  	
   

  
	
  Floating Rate:

  	
   

  	
  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%

  
	
   

  	
   

  	
   

  
	
  Spread:

  	
   

  	
  None

  



 


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  Floating Rate Day Count
  Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  Floating Rate Payer
  Payment Amounts:

  	
   

  	
  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.

  
	
   

  	
   

  	
   

  
	
  Reset Dates:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Compounding:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Business Days:

  	
   

  	
  New York, London

  
	
   

  	
   

  	
   

  
	
  Business Day
  Convention:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
  Party A

  



 


3.                                       Account Details.


 


Payments to Party
A:


 


Deutsche Bank Trust
Company Americas

New York, NY

ABA: 021001033

A/C #00-811-874

Ref: Merrill Lynch Capital Services, Inc.

Dollar Swaps, New York, NY


 


Payments to Party B:


 


JPMorgan
Chase Bank-New York, NY

ABA #021000021

Account #507199782

Account of: CNH Equip 2004-A

Attn: R. Nowakowski (312-267-5081)


 


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Please confirm that the foregoing correctly sets forth
the terms and conditions of our agreement by responding within three (3)
Business Days by either returning this Confirmation in person or via telecopier
to the above attention.  Failure to
respond within such period shall not affect the validity or enforceability of
this Swap Transaction, and shall be deemed to be an affirmation of the terms
and conditions contained herein, absent manifest error.


 


	
  Yours sincerely,

  	
   

  
	
  MERRILL LYNCH CAPITAL SERVICES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ ANGELINA LOPES

  	
   

  	
   

  
	
   

  	
  Name: Angelina Lopes

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  
	
  Confirmed as of the
  date above:

  	
   

  
	
   

  	
   

  
	
  CNH EQUIPMENT TRUST 2004-A

  	
   

  
	
   

  	
   

  
	
  By

  	
  The Bank of New York,

  	
   

  
	
   

  	
  not in its individual
  capacity but solely as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ JONATHAN FARBER

  	
   

  	
   

  
	
   

  	
  Name: Jonathan Farber

  	
   

  
	
   

  	
  Title: Assistant
  Treasurer

  	
   

  



 


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