Exhibit 4.4


                         CNH EQUIPMENT TRUST 2002-B



                          CASE PURCHASE AGREEMENT

                                  between

                          Case Credit Corporation


                                    and

                        CNH Capital Receivables Inc.


                        Dated as of November 1, 2002








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                             TABLE OF CONTENTS
                             -----------------

                                                                          Page

ARTICLE I    Certain Definitions............................................2

         SECTION 1.1.   Definitions.........................................2

         SECTION 1.2.   Other Definitional Provisions.......................2

ARTICLE II   Conveyance of Case Receivables.................................3

         SECTION 2.1.   Conveyance of Case Purchased Contracts..............3

         SECTION 2.2.   Conveyance of Subsequent Case Receivables...........3

         SECTION 2.3.   Intention of the Parties............................4

         SECTION 2.4.   The Closing.........................................5

         SECTION 2.5.   Payment of the Purchase Price.......................5

ARTICLE III  Representations and Warranties.................................5

         SECTION 3.1.   Representations and Warranties of CNHCR.............5

         SECTION 3.2.   Representations and Warranties of Case Credit.......6

ARTICLE IV   Conditions....................................................13

         SECTION 4.1.   Conditions to Obligation of CNHCR..................13

         SECTION 4.2.   Conditions to Obligation of Case Credit............15

ARTICLE V    Covenants of Case Credit......................................16

         SECTION 5.1.   Protection of Right, Title and Interest............16

         SECTION 5.2.   Other Liens or Interests...........................17

         SECTION 5.3.   Chief Executive Office.............................17

         SECTION 5.4.   Costs and Expenses.................................17

         SECTION 5.5.   Indemnification....................................17

         SECTION 5.6.   Transfer of Subsequent Case Receivables............18

ARTICLE VI   Miscellaneous Provisions......................................18

         SECTION 6.1.   Obligations of Case Credit.........................18

         SECTION 6.2.   Repurchase Events..................................18

         SECTION 6.3.   CNHCR Assignment of Repurchased Receivables........18

         SECTION 6.4.   Trust..............................................18

         SECTION 6.5.   Amendment..........................................19

         SECTION 6.6.   Accountants' Letters...............................19



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         SECTION 6.7.   Waivers............................................20

         SECTION 6.8.   Notices............................................20

         SECTION 6.9.   Costs and Expenses.................................20

         SECTION 6.10.  Representations of Case Credit and CNHCR...........20

         SECTION 6.11.  Confidential Information...........................20

         SECTION 6.12.  Headings and Cross-References......................20

         SECTION 6.13.  Governing Law......................................21

         SECTION 6.14.  Counterparts.......................................21

         SECTION 6.15.  Severability.......................................21


                                            EXHIBITS

EXHIBIT A         Form of Case Assignment
EXHIBIT B         Form of Case Subsequent Transfer Assignment


                                            SCHEDULES

SCHEDULE P        Perfection Representation and Warranties



















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                  CASE PURCHASE AGREEMENT (as amended or supplemented from
         time to time, this "Agreement") dated as of November 1, 2002
         between CASE CREDIT CORPORATION, a Delaware corporation ("Case
         Credit"), and CNH CAPITAL RECEIVABLES INC., a Delaware corporation
         ("CNHCR").

                                            RECITALS

                  WHEREAS, in the regular course of its business, Case
         Credit purchases, directly and indirectly, from equipment dealers
         and brokers, and directly originates, Contracts; and

                  WHEREAS, in the regular course of its business, Case
         Credit purchases from Case Corporation certain Contracts
         originated by Case Corporation in the ordinary course of business;
         and

                  WHEREAS, Case Credit and CNHCR wish to set forth the
         terms pursuant to which: (1) Contracts having an aggregate
         Contract Value of approximately $60,375,731.64 (the "Case
         Purchased Contracts") as of Initial Cutoff Date and Case Credit's
         right, title and interest in any True Lease Equipment related to
         such Contracts are to be sold by Case Credit to CNHCR on the date
         hereof and (2) certain Subsequent Case Receivables and Case
         Credit's right, title and interest in any True Lease Equipment
         related to such Subsequent Case Receivables are to be sold by Case
         Credit to CNHCR from time to time on each Subsequent Transfer
         Date; and

                  WHEREAS, CNHCR, as of the Initial Cutoff Date, owned
         Contracts previously purchased from Case Credit pursuant to an
         Amended and Restated Receivables Purchase Agreement dated as of
         December 15, 2000 (as amended from time to time, the "Case
         Liquidity Receivables Purchase Agreement") between Case Credit and
         CNHCR, having an aggregate Contract Value of approximately
         $419,214,696.91 (the "Case Owned Contracts", and together with the
         Case Purchased Contracts, the "Initial Case Receivables"); and

                  WHEREAS, the Initial Case Receivables and the Subsequent
         Case Receivables (collectively, the "Case Receivables"), the NH
         Receivables and any True Lease Equipment related to such Case
         Receivables or NH Receivables will be transferred by CNHCR,
         pursuant to the Sale and Servicing Agreement, to CNH Equipment
         Trust 2002-B (the "Trust"), which Trust will issue Asset Backed
         Certificates representing non-assessable, fully paid, undivided
         interests in, and 1.40625% Class A-1 Asset Backed Notes, 1.86000%
         Class A-2 Asset Backed Notes, Floating Rate Class A-3 Asset Backed
         Notes, Floating Rate Class A-4 Asset Backed Notes and 4.12000%
         Class B Asset Backed Notes collateralized by, the Receivables and
         the other property of the Trust; and



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                  WHEREAS, Case Credit and CNHCR wish to set forth herein
         certain representations, warranties, covenants and indemnities of
         Case Credit with respect to the Case Receivables for the benefit
         of CNHCR, the Trust, the Noteholders and the Certificateholders.

                  NOW, THEREFORE, in consideration of the foregoing, other
         good and valuable consideration and the mutual terms and covenants
         contained herein the parties hereto agree as follows:

                                 ARTICLE I
                            Certain Definitions

         SECTION 1.1. Definitions. Capitalized terms used herein and not
         otherwise defined herein are defined in Appendix A to the
         Indenture dated as of the date hereof between CNH Equipment Trust
         2002-B and JPMorgan Chase Bank.

         SECTION 1.2. Other Definitional Provisions. (a) All terms defined
         in this Agreement shall have the defined meanings when used in any
         certificate or other document made or delivered pursuant hereto
         unless otherwise defined therein.

         (b) As used in this Agreement and in any certificate or other
         document made or delivered pursuant hereto, accounting terms not
         defined in this Agreement or in any such certificate or other
         document, and accounting terms partly defined in this Agreement or
         in any such certificate or other document to the extent not
         defined, shall have the respective meanings given to them under
         generally accepted accounting principles as in effect on the date
         hereof. To the extent that the definitions of accounting terms in
         this Agreement or in any such certificate or other document are
         inconsistent with the meanings of such terms under generally
         accepted accounting principles, the definitions contained in this
         Agreement or in any such certificate or other document shall
         control.

         (c) The words "hereof", "herein", "hereunder" and words of similar
         import when used in this Agreement shall refer to this Agreement
         as a whole and not to any particular provision of this Agreement;
         Section, Schedule and Exhibit references contained in this
         Agreement are references to Sections, Schedules and Exhibits in or
         to this Agreement unless otherwise specified; and the term
         "including" shall mean "including, without limitation,".

         (d) The definitions contained in this Agreement are applicable to
         the singular as well as the plural forms of such terms and to the
         masculine as well as to the feminine and neuter genders of such
         terms.


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                                 ARTICLE II
                       Conveyance of Case Receivables

         SECTION 2.1. Conveyance of Case Purchased Contracts. In
         consideration of CNHCR's payment of $479,590,428.55 (the "Initial
         Case Purchase Price") in the manner set out in Section 2.5(a),
         Case Credit does hereby sell, transfer, assign, set over and
         otherwise convey to CNHCR, without recourse (subject to the
         obligations herein), all of its right, title, interest and, with
         respect to any Contracts that are Leases, obligations in, to and
         under (collectively, the "Initial Case Assets"):

         (i) the Case Purchased Contracts, including all documents
         constituting chattel paper included therewith, and all obligations
         of the Obligors thereunder, including all moneys paid thereunder
         on or after the Initial Cutoff Date;

         (ii) the security interests in the Financed Equipment granted by
         Obligors pursuant to the Case Purchased Contracts and any other
         interest of Case Credit in such Financed Equipment;

         (iii) any proceeds with respect to the Case Purchased Contracts
         from claims on insurance policies covering Financed Equipment or
         Obligors;

         (iv) any proceeds from recourse to Dealers with respect to the
         Case Purchased Contracts other than any interest in the Dealers'
         reserve accounts maintained with Case Credit;

         (v) any Financed Equipment that shall have secured the Case
         Purchased Contracts and that shall have been acquired by or on
         behalf of CNHCR;

         (vi) any True Lease Equipment that is subject to any Case
         Purchased Contract; and

         (vii) the proceeds of any and all of the foregoing.

         SECTION 2.2. Conveyance of Subsequent Case Receivables. Subject to
         the conditions set forth in Section 4.1(b), in consideration of
         CNHCR's delivery on the related Subsequent Transfer Date to or
         upon the order of Case Credit of the related Subsequent Case
         Purchase Price pursuant to Section 2.5, Case Credit does hereby
         sell, transfer, assign, set over and otherwise convey to CNHCR,
         without recourse (subject to the obligations herein), all of its
         right, title, interest and, with respect to any Contracts that are
         Leases, obligations in, to and under (collectively, the
         "Subsequent Case Assets"; and together with the Initial Case
         Assets, the "Case Assets"):


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         (i) the Subsequent Case Receivables listed on Schedule A to the
         related Case Subsequent Transfer Assignment, including all
         documents constituting chattel paper included therewith, and all
         obligations of the Obligors thereunder, including all moneys paid
         thereunder on or after the related Subsequent Cutoff Date;

         (ii) the security interests in the Financed Equipment granted by
         Obligors pursuant to such Subsequent Case Receivables and any
         other interest of Case Credit in such Financed Equipment;

         (iii) any proceeds with respect to such Subsequent Case
         Receivables from claims on insurance policies covering Financed
         Equipment or Obligors;

         (iv) any proceeds with respect to such Subsequent Case Receivables
         from recourse to Dealers other than any interest in the Dealers'
         reserve accounts maintained with Case Credit;

         (v) any Financed Equipment that shall have secured any such
         Subsequent Case Receivable and that shall have been acquired by or
         on behalf of CNHCR;

         (vi) any True Lease Equipment that is subject to any Subsequent
         Case Receivable; and

         (vii) the proceeds of any and all of the foregoing.

         SECTION 2.3. Intention of the Parties. The parties to this
         Agreement intend that the transactions contemplated hereby shall
         be, and shall be treated as, a purchase by CNHCR and a sale by
         Case Credit of the Case Purchased Contracts and the Subsequent
         Case Receivables and any True Lease Equipment related to such Case
         Purchased Contracts or Subsequent Case Receivables, as the case
         may be, and not as a lending transaction. The foregoing sale,
         assignment, transfer and conveyance does not constitute, and is
         not intended to result in a creation or assumption by CNHCR of,
         any obligation or liability with respect to any Case Purchased
         Contract or any Subsequent Case Receivable, nor shall CNHCR be
         obligated to perform or otherwise be responsible for any
         obligation of Case Credit or any other Person in connection with
         the Case Purchased Contracts or the Subsequent Case Receivables or
         under any agreement or instrument relating thereto, including any
         contract or any other obligation to any Obligor, except that CNHCR
         accepts any Contracts that are Leases subject to (and assumes) the
         covenants benefiting the Obligors under such Leases.

         If (but only to the extent) that the transfer of the Case Assets
         hereunder is characterized by a court or other governmental
         authority as a loan rather than a sale, Case Credit shall be
         deemed hereunder to have granted to CNHCR a security interest in
         all of Case Credit's right, title and interest in and to the Case


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         Assets. Such security interest shall secure all of Case Credit's
         obligations (monetary or otherwise) under this Agreement and the
         other Basic Documents to which it is a party, whether now or
         hereafter existing or arising, due or to become due, direct or
         indirect, absolute or contingent. CNHCR shall have, with respect
         to the property described in Section 2.1 and Section 2.2, and in
         addition to all the other rights and remedies available to CNHCR
         under this Agreement and applicable law, all the rights and
         remedies of a secured party under any applicable UCC, and this
         Agreement shall constitute a security agreement under applicable
         law.

         SECTION 2.4. The Closing. The sale and purchase of the Case
         Purchased Contracts shall take place at a closing at the offices
         of Mayer, Brown, Rowe & Maw, 190 South LaSalle Street, Chicago,
         Illinois 60603 on the Closing Date, simultaneously with the
         closings under: (a) the NH Purchase Agreement, (b) the Sale and
         Servicing Agreement, (c) the Trust Agreement, (d) the
         Administration Agreement and (e) the Indenture.

         SECTION 2.5.  Payment of the Purchase Price.

         (a) Case Purchased Contracts. The Initial Case Purchase Price is
         payable as follows: (i) partially in cash on the Closing Date, and
         (ii) the remainder shall be deemed to have been paid by CNHCR to
         Case Credit and returned by Case Credit to CNHCR as a contribution
         to capital.

         (b) Subsequent Case Receivables. As consideration for the
         conveyance of Subsequent Case Receivables pursuant to Section 2.2,
         CNHCR shall pay or cause to be paid to Case Credit on each
         Subsequent Transfer Date an amount (a "Subsequent Case Purchase
         Price") equal to the aggregate Contract Value of the Subsequent
         Case Receivables as of the related Subsequent Cutoff Date, plus
         any premium or minus any discount agreed upon by Case Credit and
         CNHCR. Any Subsequent Case Purchase Price shall be payable as
         follows: (i) cash in the amount released to CNHCR in respect of
         the Subsequent Case Receivables from the Pre-Funding Account
         pursuant to Section 5.7(a) of the Sale and Servicing Agreement
         shall be paid to Case Credit on the related Subsequent Transfer
         Date; and (ii) the balance shall be paid in cash as and when
         amounts are released to, or otherwise realized by, CNHCR from the
         Spread Account, the Negative Carry Account, and the Principal
         Supplement Account in accordance with the Sale and Servicing
         Agreement, or otherwise are available for such purpose.

                                ARTICLE III
                       Representations and Warranties

         SECTION 3.1. Representations and Warranties of CNHCR. CNHCR hereby
         represents and warrants to Case Credit as of the date hereof and
         as of the Closing Date:


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         (a) Organization and Good Standing. CNHCR has been duly organized
         and is validly existing as a corporation in good standing under
         the laws of the State of Delaware, with the power and authority to
         own its properties and to conduct its business as such properties
         are currently owned and such business is presently conducted, and
         had at all relevant times, and has, the power and authority to
         acquire, own and sell the Case Receivables.

         (b) Due Qualification. CNHCR is duly qualified to do business as a
         foreign corporation in good standing, and has obtained all
         necessary licenses and approvals, in all jurisdictions in which
         the ownership or lease of property or the conduct of its business
         shall require such qualifications.

         (c) Power and Authority. CNHCR has the power and authority to
         execute and deliver this Agreement and to carry out its terms; and
         the execution, delivery and performance of this Agreement have
         been duly authorized by CNHCR by all necessary corporate action.

         (d) Binding Obligation. This Agreement constitutes a legal, valid
         and binding obligation of CNHCR enforceable against CNHCR in
         accordance with its terms.

         (e) No Violation. The consummation of the transactions
         contemplated by this Agreement and the fulfillment of the terms
         hereof do not conflict with, result in any breach of any of the
         terms and provisions of, or constitute (with or without notice or
         lapse of time) a default under, the certificate of incorporation
         or by-laws of CNHCR, or any indenture, agreement or other
         instrument to which CNHCR is a party or by which it is bound; or
         result in the creation or imposition of any Lien upon any of its
         properties pursuant to the terms of any such indenture, agreement
         or other instrument (other than the Sale and Servicing Agreement
         and the Indenture); or violate any law or, to the best of CNHCR's
         knowledge, any order, rule or regulation applicable to CNHCR of
         any court or of any Federal or State regulatory body,
         administrative agency or other governmental instrumentality having
         jurisdiction over CNHCR or its properties.

         (f) No Proceedings. There are no proceedings or investigations
         pending or, to CNHCR's best knowledge, threatened, before any
         court, regulatory body, administrative agency or other
         governmental instrumentality having jurisdiction over CNHCR or its
         properties: (i) asserting the invalidity of this Agreement, (ii)
         seeking to prevent the consummation of any of the transactions
         contemplated by this Agreement or (iii) seeking any determination
         or ruling that could reasonably be expected to materially and
         adversely affect the performance by CNHCR of its obligations
         under, or the validity or enforceability of, this Agreement.

         SECTION 3.2. Representations and Warranties of Case Credit. (a)
         Case Credit hereby represents and warrants to CNHCR as of the date
         hereof and as of the Closing Date:


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         (i) Organization and Good Standing. Case Credit has been duly
         organized and is validly existing as a corporation in good
         standing under the laws of the State of Delaware, with the power
         and authority to own its properties and to conduct its business as
         such properties are currently owned and such business is presently
         conducted, and had at all relevant times, and has, the power and
         authority to acquire, own and sell the Case Receivables.

         (ii) Due Qualification. Case Credit is duly qualified to do
         business as a foreign corporation in good standing, and has
         obtained all necessary licenses and approvals, in all
         jurisdictions in which the ownership or lease of property or the
         conduct of its business shall require such qualifications.

         (iii) Power and Authority. Case Credit has the power and authority
         to execute and deliver this Agreement and to carry out its terms;
         Case Credit has full power and authority to sell and assign the
         property to be sold and assigned to CNHCR hereby and has duly
         authorized such sale and assignment to CNHCR by all necessary
         corporate action; and the execution, delivery and performance of
         this Agreement have been, and the execution, delivery and
         performance of each Case Subsequent Transfer Assignment have been
         or will be on or before the related Subsequent Transfer Date, duly
         authorized by Case Credit by all necessary corporate action.

         (iv) Binding Obligation. This Agreement constitutes, and each Case
         Subsequent Transfer Assignment when executed and delivered by Case
         Credit will constitute, a legal, valid and binding obligation of
         Case Credit enforceable against Case Credit in accordance with
         their terms.


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         (v) No Violation. The consummation of the transactions
         contemplated by this Agreement and the fulfillment of the terms
         hereof do not conflict with, result in any breach of any of the
         terms and provisions of, or constitute (with or without notice or
         lapse of time) a default under, the certificate of incorporation
         or by-laws of Case Credit, or any indenture, agreement or other
         instrument to which Case Credit is a party or by which it is
         bound; or result in the creation or imposition of any Lien upon
         any of its properties pursuant to the terms of any such indenture,
         agreement or other instrument (other than this Agreement); or
         violate any law or, to the best of Case Credit's knowledge, any
         order, rule or regulation applicable to Case Credit of any court
         or of any Federal or State regulatory body, administrative agency
         or other governmental instrumentality having jurisdiction over
         Case Credit or its properties.

         (vi) No Proceedings. There are no proceedings or investigations
         pending, or to Case Credit's best knowledge, threatened, before
         any court, regulatory body, administrative agency or other
         governmental instrumentality having jurisdiction over Case Credit
         or its properties: (A) asserting the invalidity of this Agreement,
         (B) seeking to prevent the consummation of any of the transactions
         contemplated by this Agreement, or (C) seeking any determination
         or ruling that could reasonably be expected to materially and
         adversely affect the performance by Case Credit of its obligations
         under, or the validity or enforceability of, this Agreement.

         (b) Case Credit makes the following representations and warranties
         as to the Receivables on which CNHCR relies in accepting the
         Initial Receivables and the Subsequent Receivables and in
         transferring the Receivables to the Trust. Such representations
         and warranties speak as of the execution and delivery of this
         Agreement and as of the Closing Date, in the case of the Initial
         Receivables, and as of the applicable Subsequent Transfer Date, in
         the case of the Subsequent Receivables, but shall survive the
         sale, transfer and assignment of the Receivables to CNHCR and the
         subsequent assignment and transfer of such Receivables to the
         Trust pursuant to the Sale and Servicing Agreement and pursuant to
         the Indenture:

         (i) Characteristics of Case Receivables. Each Case Receivable: (A)
         (1) (i) was originated in the United States of America by a Dealer
         in connection with the retail sale or lease of Financed Equipment
         in the ordinary course of such Dealer's business, and (ii) was
         purchased by Case Credit from a Dealer and validly assigned by
         such Dealer to Case Credit in accordance with its terms, or (2)
         was originated in the United States of America by Case Credit in
         connection with the financing or lease of Financed Equipment in
         the ordinary course of Case Credit's business and, in either case,
         was fully and properly executed by the parties thereto, (B) has
         created a valid, subsisting and enforceable first priority
         security interest in the Financed Equipment in favor of Case
         Credit that, as of the Closing Date, has been assigned by Case
         Credit to CNHCR, by CNHCR to the Issuer and by the Issuer to the
         Indenture Trustee, except that (x) no security interest against
         the Obligor is created in True Lease Equipment, and (y) Case
         Credit makes no representation or warranty as to any such security
         interest granted by any Dealer to secure the Dealer's obligations
         to make payments in respect of Termination Values, (C) contains
         customary and enforceable provisions such that the rights and
         remedies of the holder thereof are adequate for realization
         against the collateral of the benefits of the security, and (D)
         (i) in the case of Retail Installment Contracts, provides for
         fixed payments on a periodic basis that fully amortize the Amount
         Financed by maturity and yield interest at the Annual Percentage
         Rate, and (ii) in the case of any Contracts sold, or to be sold,
         hereunder that are Leases, provides for fixed payments on a
         periodic basis that fully amortize the Amount Financed by maturity
         and yield interest at the Annual Percentage Rate, except that any
         Contracts sold, or to be sold, hereunder that are Leases also
         provide for payments of the related Termination Values.

         (ii) Schedule of Case Receivables. The information set forth on
         Schedule A to the Case Assignment delivered on the Closing Date is
         true and correct in all material respects as of the opening of
         business on the Initial Cutoff Date and the information set forth
         on Schedule A to the related Case Subsequent Transfer Assignment
         will be true and correct on each Subsequent Transfer Date related
         to such Case Subsequent Transfer Assignment and no selection


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         procedures believed by Case Credit to be adverse to the interests
         of the Trust, the Noteholders or the Certificateholders were or
         will be utilized in selecting the Case Receivables. The computer
         tape regarding the Case Receivables made available to CNHCR and
         its assigns is true and correct in all respects.

         (iii) Compliance with Law. Each Case Receivable and the sale or
         lease of the related Financed Equipment complied in all material
         respects at the time it was originated or made and at the
         execution of this Agreement and each Case Subsequent Transfer
         Assignment complies in all material respects with all requirements
         of applicable Federal, State and local laws and regulations
         thereunder, including usury law, the Federal Truth-in-Lending Act,
         the Equal Credit Opportunity Act, the Fair Credit Reporting Act,
         the Fair Debt Collection Practices Act, the Federal Trade
         Commission Act, the Magnuson-Moss Warranty Act, the Federal
         Reserve Board's Regulations B and Z, the Wisconsin Consumer Act
         and State adaptations of the National Consumer Act and of the
         Uniform Consumer Credit Code, and other consumer credit laws and
         equal credit opportunity and disclosure laws.

         (iv) Binding Obligation. Each Case Receivable represents the
         genuine, legal, valid and binding payment obligation in writing of
         the Obligor, enforceable by the holder thereof in accordance with
         its terms.

         (v) No Government Obligor. None of the Case Receivables is due
         from the United States of America or any State or from any agency,
         department or instrumentality of the United States of America or
         any State. (vi) Security Interest in Financed Equipment.
         Immediately prior to the sale, assignment and transfer thereof,
         each Case Receivable shall be secured by a validly perfected first
         priority security interest in the Financed Equipment in favor of
         Case Credit as secured party or all necessary and appropriate
         actions have been commenced that would result in the valid
         perfection of a first priority security interest in the Financed
         Equipment in favor of Case Credit as secured party, except that
         (A) no security interest against the Obligor is created in True
         Lease Equipment and (B) Case Credit makes no representation or
         warranty as to any security interest granted by any Dealer to
         secure the Dealer's obligations to make payments in respect of
         Termination Values.

         (vii) Case Receivables in Force. No Case Receivable has been
         satisfied, subordinated or rescinded, nor has any Financed
         Equipment been released from the Lien granted by the related Case
         Receivable in whole or in part.

         (viii) No Amendment or Waiver. No provision of a Case Receivable
         has been waived, altered or modified in any respect, except
         pursuant to a document, instrument or writing included in the
         Receivable Files and no such amendment, waiver, alteration or


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         modification causes such Case Receivable not to conform to the
         other warranties contained in this Section.

         (ix) No Defenses. No right of rescission, setoff, counterclaim or
         defense has been asserted or threatened or exists with respect to
         any Case Receivable.

         (x) No Liens. To the best of Case Credit's knowledge, no Liens or
         claims, including claims for work, labor or materials, relating to
         any of the Financed Equipment have been filed that are Liens prior
         to, or equal or coordinate with, the security interest in the
         Financed Equipment granted by any Case Receivable, except those
         pursuant to the Basic Documents.

         (xi) No Default. No Case Receivable is a non-performing Receivable
         or has a payment that is more than 90 days overdue as of the
         Initial Cutoff Date or Subsequent Cutoff Date, as applicable, and,
         except for a payment default continuing for a period of not more
         than 90 days, no default, breach, violation or event permitting
         acceleration under the terms of any Case Receivable has occurred
         and is continuing; and no continuing condition that with notice or
         the lapse of time would constitute such a default, breach,
         violation or event permitting acceleration under the terms of any
         Case Receivable has arisen; and Case Credit has not waived and
         shall not waive any of the foregoing.

         (xii) Title. It is the intention of Case Credit that the transfers
         and assignments contemplated herein and in the Case Liquidity
         Receivables Purchase Agreement constitute a sale of the Case
         Receivables from Case Credit to CNHCR and that the beneficial
         interest in and title to the Case Receivables and any True Lease
         Equipment related to such Case Receivables not be part of the
         debtor's estate in the event of the filing of a bankruptcy
         petition by or against Case Credit under any bankruptcy or similar
         law. No Case Receivable has been sold, transferred, assigned or
         pledged by Case Credit to any Person other than CNHCR. Immediately
         prior to the transfers and assignments contemplated herein and in
         the Case Liquidity Receivables Purchase Agreement, Case Credit had
         good title to each Case Receivable and any True Lease Equipment
         related to such Case Receivable, free and clear of all Liens and,
         immediately upon the transfer thereof, CNHCR shall have good title
         to each Case Receivable and any True Lease Equipment, free and
         clear of all Liens; and the transfer and assignment of the Case
         Receivables to CNHCR has been perfected under the UCC.

         (xiii) Lawful Assignment. No Case Receivable has been originated
         in, or is subject to the laws of, any jurisdiction under which the
         sale, transfer and assignment of such Case Receivable or any Case
         Receivable under this Agreement, the Case Liquidity Receivables
         Purchase Agreement, the Sale and Servicing Agreement or the
         Indenture is unlawful, void or voidable.


                                    10
<PAGE>

         (xiv) All Filings Made. All filings (including UCC filings)
         necessary in any jurisdiction to give CNHCR a first priority
         perfected ownership interest in the Case Receivables have been
         made.

         (xv) One Original. There is only one original executed copy of
         each Case Receivable.

         (xvi) Maturity of Receivables. Each Receivable has a remaining
         term to maturity of not more than 72 months, in the case of the
         Initial Receivables, and 72 months, in the case of the Subsequent
         Receivables; the weighted average remaining term of the Initial
         Receivables is approximately 44.33 months as of the Initial Cutoff
         Date; the weighted average original term of the Receivables,
         including as of each Subsequent Transfer Date all Subsequent
         Receivables previously transferred to CNHCR, will not be greater
         than 55 months.

         (xvii) Scheduled Payments. No Receivable has a final scheduled
         payment date later than six months preceding the Final Scheduled
         Maturity Date; each Receivable provides for payments that fully
         amortize the Amount Financed over the original term of the
         Receivable, and is either a Precomputed Receivable or a Simple
         Interest Receivable.

         (xviii) Insurance. The Obligor on each Case Receivable is required
         to maintain physical damage insurance covering the Financed
         Equipment and, in the case of any Lease, public liability
         insurance relating to the use of such Financed Equipment, in each
         case in accordance with Case Credit's normal requirements.

         (xix) Concentrations. (A) No Receivable has a Statistical Contract
         Value (when combined with the Statistical Contract Value of any
         other Receivable with the same or an Affiliated Obligor) that
         exceeds 1% of the Initial Aggregate Statistical Contract Value.

         (xx) Financing. Approximately 64.32% of the aggregate Statistical
         Contract Value of the Initial Receivables, constituting 64.31% of
         the number of Initial Receivables as of the Initial Cutoff Date,
         were secured by or constitute Receivables of equipment that was
         new at the time the related Initial Receivable was originated; the
         remainder of the Initial Receivables represent financing or leases
         of used equipment; approximately 69.58% of the aggregate
         Statistical Contract Value of the Initial Receivables,
         constituting 77.79% of the number of Initial Receivables as of the
         Initial Cutoff Date, represent financing or leases of agricultural
         equipment; the remainder of the Initial Receivables represent
         financing or leases of construction equipment. The aggregate
         Statistical Contract Value of the Receivables for the purposes of
         the above calculations as of the Initial Cutoff Date is
         $822,141,207.04. Additionally, not more than 35% of the aggregate
         Contract Value of the Receivables, including, as of each
         Subsequent Transfer Date, all Subsequent Receivables previously
         transferred to CNHCR, will represent Contracts for the financing
         or lease of construction equipment. No Subsequent Receivable will
         represent the financing of truck equipment.


                                    11
<PAGE>

         (xxi) No Bankruptcies. No Obligor on any Case Receivable as of the
         Initial Cutoff Date or the Subsequent Cutoff Date, as applicable,
         was noted in the related Receivable File as being the subject of a
         bankruptcy proceeding.

         (xxii) No Repossessions. None of the Financed Equipment securing
         any Case Receivable is in repossession status.

         (xxiii) Chattel Paper. Each Case Receivable constitutes "chattel
         paper" as defined in the UCC of each State the law of which
         governs the perfection of the interest granted in it and/or the
         priority of such perfected interest.

         (xxiv) U.S. Obligors. None of the Case Receivables is denominated
         and payable in any currency other than United States Dollars or is
         due from any Person that does not have a mailing address in the
         United States of America.

         (xxv) Payment Frequency. As of the Initial Cutoff Date and as
         shown on the books of Case Credit: (A) Initial Receivables having
         an aggregate Statistical Contract Value equal to 40.29% of the
         Initial Aggregate Statistical Contract Value had annual scheduled
         payments, (B) Initial Receivables having an aggregate Statistical
         Contract Value equal to 3.38% of the Initial Aggregate Statistical
         Contract Value had semi-annual scheduled payments, (C) Initial
         Receivables having an aggregate Statistical Contract Value equal
         to 0.94% of the Initial Aggregate Statistical Contract Value had
         quarterly scheduled payments, (D) Initial Receivables having an
         aggregate Statistical Contract Value equal to 51.22% of the
         Initial Aggregate Statistical Contract Value had monthly scheduled
         payments, and (E) Initial Receivables having an aggregate
         Statistical Contract Value equal to 4.17% of the Initial Aggregate
         Statistical Contract Value had irregularly scheduled payments.

         (xxvi) Interest Accruing. Each Case Receivable, other than those
         Case Receivables consisting of Contracts that contain interest
         waivers for a specified period of time, is, as of the Closing Date
         or Subsequent Transfer Date, as applicable, accruing interest; no
         Case Receivable contains an interest waiver extending more than 12
         months after the Initial Cutoff Date.

         (xxvii) Leases. Each Lease included in the Initial Case
         Receivables or the Subsequent Case Receivables has a Termination
         Value less than or equal to 10% of the purchase price of the
         equipment subject to such Lease and is a "lease intended as
         security" (rather than a true lease) within the meaning of Section
         1-201(37) of the UCC.

         (xxviii) Case Credit's Representations. The representations and
         warranties of Case Credit contained in Section 3.2(a) are true and
         correct.


                                    12
<PAGE>

         (xxix) Case Credit's Obligations. Case Credit has no obligations
         under any Contract, other than the covenant of quiet enjoyment
         benefiting the Obligors under any Contracts that are Leases.

         (xxx) No Either/or Leases. No Lease included in the Initial Case
         Receivables or the Subsequent Case Receivables is a Either/or
         Lease, and no Financed Equipment transferred to CNHCR on the
         Closing Date or any Subsequent Transfer Date, as the case may be,
         constitutes True Lease Equipment.

         (xxxi) No Leases Notwithstanding anything to the contrary in the
         Basic Documents, none of the Initial Case Receivables or the
         Subsequent Case Receivables shall be Leases.

         (xxxii) Perfection Representations Case Credit further makes all
         the representations, warranties and covenants set forth in
         Schedule P.

                                 ARTICLE IV
                                 Conditions

         SECTION 4.1.  Conditions to Obligation of CNHCR.

         (a) Case Purchased Contracts. The obligation of CNHCR to purchase
         the Case Purchased Contracts is subject to the satisfaction of the
         following conditions:

         (i) Representations and Warranties True. The representations and
         warranties of Case Credit hereunder shall be true and correct on
         the Closing Date and Case Credit shall have performed all
         obligations to be performed by it hereunder on or prior to the
         Closing Date.

         (ii) Computer Files Marked. Case Credit shall, at its own expense,
         on or prior to the Closing Date, indicate in its computer files
         that Case Receivables created in connection with the Case
         Purchased Contracts have been sold to CNHCR pursuant to this
         Agreement and deliver to CNHCR the Schedule of Case Receivables
         certified by the Chairman, the President, a Vice President or the
         Treasurer of Case Credit to be true, correct and complete.

         (iii) Documents To Be Delivered by Case Credit on the Closing
         Date.

         (A) The Case Assignment. On the Closing Date (but only if the
         Contract Value of the Case Purchased Contracts is greater than
         zero), Case Credit will execute and deliver the Case Assignment,
         which shall be substantially in the form of Exhibit A.

         (B) Evidence of UCC Filing. On or prior to the Closing Date (but
         only if the Contract Value of the Case Purchased Contracts is
         greater than zero), Case Credit shall execute and file, at its own
         expense, a UCC financing statement in each jurisdiction in which
         such action is required by applicable law to fully perfect CNHCR's


                                    13
<PAGE>

         right, title and interest in the Case Purchased Contracts and the
         other property sold hereunder, executed by Case Credit, as seller
         or debtor, and naming CNHCR, as purchaser or secured party,
         describing the Case Purchased Contracts and the other property
         sold hereunder, meeting the requirements of the laws of each such
         jurisdiction and in such manner as is necessary to perfect the
         sale, transfer, assignment and conveyance of such Case Purchased
         Contracts and such other property to CNHCR. It is understood and
         agreed, however, that no filings will be made to perfect any
         security interest of CNHCR in Case Credit's interests in Financed
         Equipment. Case Credit shall deliver (or cause to be delivered) a
         file-stamped copy, or other evidence satisfactory to CNHCR of such
         filing, to CNHCR on or prior to the Closing Date.

         (C) Other Documents. Case Credit will deliver such other documents
         as CNHCR may reasonably request.

         (iv) Other Transactions. The transactions contemplated by the Sale
         and Servicing Agreement to be consummated on the Closing Date
         shall be consummated on such date.

         (b) Subsequent Case Receivables. The obligation of CNHCR to
         purchase any Subsequent Case Receivables is subject to the
         satisfaction of the following conditions on or prior to the
         related Subsequent Transfer Date:

         (i) Case Credit shall have delivered to CNHCR a duly executed
         written assignment in substantially the form of Exhibit B (the
         "Case Subsequent Transfer Assignment"), which shall include
         supplements to the Schedule of Case Receivables listing the
         Subsequent Case Receivables;

         (ii) Case Credit shall, to the extent required by Section 5.2 of
         the Sale and Servicing Agreement, have delivered to CNHCR for
         deposit in the Collection Account all collections in respect of
         the Subsequent Case Receivables;

         (iii) as of such Subsequent Transfer Date: (A) Case Credit was not
         insolvent and will not become insolvent as a result of the
         transfer of Subsequent Case Receivables on such Subsequent
         Transfer Date, (B) Case Credit did not intend to incur or believe
         that it would incur debts that would be beyond Case Credit's
         ability to pay as such debts matured, (C) such transfer was not
         made with actual intent to hinder, delay or defraud any Person and
         (D) the assets of Case Credit did not constitute unreasonably
         small capital to carry out its business as conducted;





                                    14
<PAGE>

  (iv) the applicable Spread Account Initial Deposit and Principal
         Supplement Account Deposit, if any, for such Subsequent Transfer
         Date shall have been made;

         (v) the Funding Period shall not have terminated;

         (vi) each of the representations and warranties made by Case
         Credit pursuant to Section 3.2(b) with respect to the Subsequent
         Case Receivables or the Subsequent Receivables shall be true and
         correct as of such Subsequent Transfer Date, and Case Credit shall
         have performed all obligations to be performed by it hereunder on
         or prior to such Subsequent Transfer Date;

         (vii) Case Credit shall, at its own expense, on or prior to such
         Subsequent Transfer Date, indicate in its computer files that the
         Subsequent Case Receivables identified in the related Case
         Subsequent Transfer Assignment have been sold to CNHCR pursuant to
         this Agreement and the Case Subsequent Transfer Assignment;

         (viii) Case Credit shall have taken any action required to give
         CNHCR a first priority perfected ownership interest in the
         Subsequent Case Receivables;

         (ix) no selection procedures believed by Case Credit to be adverse
         to the interests of CNHCR, the Trust, the Noteholders or the
         Certificateholders shall have been utilized in selecting the
         Subsequent Case Receivables;

         (x) the addition of the Subsequent Case Receivables will not
         result in a material adverse tax consequence to CNHCR, the Trust,
         the Noteholders or the Certificateholders;

         (xi) Case Credit shall have provided CNHCR a statement listing the
         aggregate Contract Value of such Subsequent Case Receivables and
         any other information reasonably requested by CNHCR with respect
         to such Subsequent Case Receivables;

         (xii) all the conditions to the transfer of the Subsequent Case
         Receivables to the Issuer specified in the Sale and Servicing
         Agreement shall have been satisfied; and

         (xiii) Case Credit shall have delivered to CNHCR an Officers'
         Certificate confirming the satisfaction of each condition
         precedent specified in this clause (b) (substantially in the form
         attached hereto as Annex A to the Case Subsequent Transfer
         Assignment).

         SECTION 4.2. Conditions to Obligation of Case Credit. The
         obligation of Case Credit to sell the Case Purchased Contracts and
         the Subsequent Case Receivables to CNHCR is subject to the
         satisfaction of the following conditions:


                                    15
<PAGE>

         (a) Representations and Warranties True. The representations and
         warranties of CNHCR hereunder shall be true and correct on the
         Closing Date or the applicable Subsequent Transfer Date with the
         same effect as if then made, and CNHCR shall have performed all
         obligations to be performed by it hereunder on or prior to the
         Closing Date or such Subsequent Transfer Date.

         (b) Receivables Purchase Price. On the Closing Date or the
         applicable Subsequent Transfer Date, CNHCR shall have delivered to
         Case Credit the portion of the Initial Case Purchase Price or the
         Subsequent Case Purchase Price, as the case may be, payable on the
         Closing Date or such Subsequent Transfer Date pursuant to Section
         2.5.

                                 ARTICLE V
                          Covenants of Case Credit

         Case Credit agrees with CNHCR as follows; provided, however, that
         to the extent that any provision of this Article conflicts with
         any provision of the Sale and Servicing Agreement, the Sale and
         Servicing Agreement shall govern:

         SECTION 5.1. Protection of Right, Title and Interest. (a) Filings.
         Case Credit shall cause all financing statements and continuation
         statements and any other necessary documents covering the right,
         title and interest of CNHCR in and to the Case Receivables and the
         other property included in the Trust Estate to be promptly filed,
         and at all times to be kept recorded, registered and filed, all in
         such manner and in such places as may be required by law fully to
         preserve and protect the right, title and interest of CNHCR
         hereunder to the Case Receivables and the other property sold
         hereunder. It is understood and agreed, however, that no filings
         will be made to perfect any security interest of CNHCR in Case
         Credit's interests in Financed Equipment. Case Credit shall
         deliver (or cause to be delivered) to CNHCR file-stamped copies
         of, or filing receipts for, any document recorded, registered or
         filed as provided above as soon as available following such
         recordation, registration or filing. CNHCR shall cooperate fully
         with Case Credit in connection with the obligations set forth
         above and will execute any and all documents reasonably required
         to fulfill the intent of this paragraph.

         (b) Name Change. Within 15 days after Case Credit makes any change
         in its name, identity or corporate structure that would, could or
         might make any financing statement or continuation statement filed
         in accordance with paragraph (a) seriously misleading within the
         applicable provisions of the UCC or any title statute, Case Credit
         shall give CNHCR notice of any such change, and no later than five
         days after the effective date thereof, shall file such financing
         statements or amendments as may be necessary to continue the
         perfection of CNHCR's interest in the property included in the
         Trust Estate.


                                    16
<PAGE>

         (c) Location Change. Within 15 days after Case Credit makes any
         change to its "location" as defined in Section 9-307 of the UCC,
         Case Credit shall give CNHCR notice of any such change, and no
         later than five days after the effective date thereof, shall file
         such financing statements or amendments as may be necessary to
         continue the perfection of CNHCR's interest in the property
         included in the Trust Estate

         SECTION 5.2. Other Liens or Interests. Except for the conveyances
         hereunder and pursuant to the Case Liquidity Receivables Purchase
         Agreement, the Sale and Servicing Agreement, the Indenture and the
         other Basic Documents, Case Credit: (a) will not sell, pledge,
         assign or transfer to any Person, or grant, create, incur, assume
         or suffer to exist any Lien on, any interest in, to and under the
         Case Receivables, and (b) shall defend the right, title and
         interest of CNHCR in, to and under the Case Receivables against
         all claims of third parties claiming through or under Case Credit;
         provided, however, that Case Credit's obligations under this
         Section shall terminate upon the termination of the Trust pursuant
         to the Trust Agreement.

         SECTION 5.3. Chief Executive Office. During the term of the Case
         Receivables, Case Credit will maintain its chief executive office
         and "location," as defined in the UCC, in one of the States.

         SECTION 5.4. Costs and Expenses. Case Credit agrees to pay all
         reasonable costs and disbursements in connection with the
         perfection, as against all third parties, of CNHCR's right, title
         and interest in, to and under the Case Receivables.

         SECTION 5.5. Indemnification. Case Credit shall indemnify, defend
         and hold harmless CNHCR for any liability as a result of the
         failure of a Case Receivable to be originated in compliance with
         all requirements of law and for any breach of any of its
         representations and warranties contained herein. These indemnity
         obligations shall be in addition to any obligation that Case
         Credit may otherwise have. Case Credit shall indemnify, defend and
         hold harmless CNHCR, the Issuer, the Trustee and the Indenture
         Trustee (and their respective officers, directors, employees and
         agents) from and against any taxes that may at any time be
         asserted against such Person with respect to the sale of the Case
         Receivables to CNHCR hereunder or the sale of the Case Receivables
         to the Issuer by CNHCR or the issuance and original sale of the
         Certificates and the Notes, including any sales, gross receipts,
         general corporation, tangible personal property, privilege or
         license taxes (but, in the case of CNHCR and the Issuer, not
         including any taxes asserted with respect to ownership of the Case
         Receivables on Federal or other income taxes arising out of the
         transactions contemplated by this Agreement) and costs and
         expenses in defending against the same.


                                    17
<PAGE>

         SECTION 5.6. Transfer of Subsequent Case Receivables. Case Credit
         covenants to transfer to CNHCR, pursuant to Section 2.2,
         Subsequent Case Receivables with an aggregate Contract Value
         approximately equal to $283,134,277.87 minus the aggregate
         Contract Value of any Receivables sold to CNHCR by NH Credit
         pursuant to Section 5.6 of the NH Purchase Agreement, subject only
         to the availability of such Subsequent Case Receivables.

                                 ARTICLE VI
                          Miscellaneous Provisions

         SECTION 6.1. Obligations of Case Credit. The obligations of Case
         Credit under this Agreement shall not be affected by reason of any
         invalidity, illegality or irregularity of any Case Receivable.

         SECTION 6.2. Repurchase Events. Case Credit hereby covenants and
         agrees with CNHCR for the benefit of CNHCR, the Indenture Trustee,
         the Noteholders, the Trustee and the Certificateholders that the
         occurrence of a breach of any of Case Credit's representations and
         warranties contained in Section 3.2(b), shall constitute events
         obligating Case Credit to repurchase any Case Receivable and, with
         respect to a breach of any of Case Credit's representations and
         warranties contained in Sections 3.2(b)(xvi), (xvii), (xix), (xx),
         (xxv) and (xxvi), any NH Receivable materially and adversely
         affected by any such breach ("Repurchase Events") at the Purchase
         Amount from CNHCR or from the Trust. Except as set forth in
         Section 5.5, the repurchase obligation of Case Credit shall
         constitute the sole remedy of CNHCR, the Indenture Trustee, the
         Noteholders, the Trust, the Trustee or the Certificateholders
         against Case Credit with respect to any Repurchase Event.

         SECTION 6.3. CNHCR Assignment of Repurchased Receivables. With
         respect to all Receivables repurchased by Case Credit pursuant to
         this Agreement, CNHCR shall sell, transfer, assign, set over and
         otherwise convey to Case Credit, without recourse, representation
         or warranty, all of CNHCR's right, title and interest in, to and
         under such Receivables, and all security and documents relating
         thereto.

         SECTION 6.4. Trust. Case Credit acknowledges and agrees that: (a)
         CNHCR will, pursuant to the Sale and Servicing Agreement, sell the
         Case Receivables to the Trust and assign its rights under this
         Agreement to the Trust, (b) the Trust will, pursuant to the
         Indenture, assign such Case Receivables and such rights to the
         Indenture Trustee and (c) the representations, warranties and
         covenants contained in this Agreement and the rights of CNHCR
         under this Agreement, including under Section 6.2, are intended to
         benefit the Trust, the Certificateholders and the Noteholders.
         Case Credit hereby consents to all such sales and assignments and
         agrees that enforcement of a right or remedy hereunder by the
         Indenture Trustee shall have the same force and effect as if the
         right or remedy had been enforced or executed by CNHCR.


                                    18
<PAGE>

         SECTION 6.5. Amendment. This Agreement may be amended from time to
         time, with prior written notice to the Rating Agencies, by a
         written amendment duly executed and delivered by Case Credit and
         CNHCR, without the consent of the Noteholders or the
         Certificateholders, to cure any ambiguity, to correct or
         supplement any provisions in this Agreement or for the purpose of
         adding any provisions to or changing in any manner or eliminating
         any of the provisions of this Agreement or of modifying in any
         manner the rights of the Noteholders or the Certificateholders;
         provided, however, that such amendment will not in the Opinion of
         Counsel, materially and adversely affect the interest of any
         Noteholder or Certificateholder.

         This Agreement may also be amended from time to time by Case
         Credit and CNHCR, with prior written notice to the Rating
         Agencies, with the written consent of (x) Noteholders holding
         Notes evidencing at least a majority of the Note Balance and (y)
         the Holders of Certificates evidencing at least a majority of the
         Certificate Balance, for the purpose of adding any provisions to
         or changing in any manner or eliminating any of the provisions of
         this Agreement or of modifying in any manner the rights of the
         Noteholders or the Certificateholders; provided, however, that no
         such amendment may: (i) increase or reduce in any manner the
         amount of, or accelerate or delay the timing of, collections of
         payments on Case Receivables or distributions that are required to
         be made for the benefit of the Noteholders or the
         Certificateholders or (ii) reduce the aforesaid percentage of the
         Notes and Certificates that are required to consent to any such
         amendment, without the consent of the holders of all the
         outstanding Notes and Certificates.

         It shall not be necessary for the consent of Certificateholders or
         Noteholders pursuant to this Section to approve the particular
         form of any proposed amendment or consent, but it shall be
         sufficient if such consent shall approve the substance thereof.

         SECTION 6.6. Accountants' Letters. (a) A firm of independent
         certified public accountants will review the characteristics of
         the Receivables described in the Schedule of Receivables and will
         compare those characteristics to the information with respect to
         the Receivables contained in the Prospectus, (b) Case Credit will
         cooperate with CNHCR and such accounting firm in making available
         all information and taking all steps reasonably necessary to
         permit such accounting firm to complete the review set forth in
         clause (a) and to deliver the letters required of them under the
         Underwriting Agreement, (c) such accounting firm will deliver to
         CNHCR a letter, dated the date of the Prospectus, in the form
         previously agreed to by Case Credit, NH Credit and CNHCR, with
         respect to the financial and statistical information contained in
         the Prospectus and with respect to such other information as may
         be agreed in the form of the letter.


                                    19
<PAGE>

         SECTION 6.7. Waivers. No failure or delay on the part of CNHCR in
         exercising any power, right or remedy under this Agreement, the
         Case Assignment or any Case Subsequent Transfer Assignment shall
         operate as a waiver thereof, nor shall any single or partial
         exercise of any such power, right or remedy preclude any other or
         further exercise thereof or the exercise of any other power, right
         or remedy.

         SECTION 6.8. Notices. All demands, notices and communications
         under this Agreement shall be in writing, personally delivered or
         mailed by certified mail, return receipt requested, and shall be
         deemed to have been duly given upon receipt: (a) in the case of
         Case Credit, to Case Credit Corporation, 233 Lake Avenue, Racine,
         Wisconsin 53403, Attention: Treasurer (telephone (262) 636-6011);
         (b) in the case of CNHCR, to CNH Capital Receivables Inc., 100
         South Saunders Road, Lake Forest, Illinois 60045, Attention:
         Treasurer (telephone (847) 735-9200); (c) in the case of the
         Rating Agencies, at their respective addresses set forth in
         Section 10.3 of the Sale and Servicing Agreement; or, as to each
         of the foregoing, at such other address as shall be designated by
         written notice to the other parties.

         SECTION 6.9. Costs and Expenses. Case Credit will pay all expenses
         incident to the performance of its obligations under this
         Agreement and Case Credit agrees to pay all reasonable
         out-of-pocket costs and expenses of CNHCR, excluding fees and
         expenses of counsel, in connection with the perfection as against
         third parties of CNHCR's right, title and interest in, to and
         under the Case Receivables and the enforcement of any obligation
         of Case Credit hereunder.

         SECTION 6.10. Representations of Case Credit and CNHCR. The
         respective agreements, representations, warranties and other
         statements by Case Credit and CNHCR set forth in or made pursuant
         to this Agreement shall remain in full force and effect and will
         survive the closing under Section 2.4.

         SECTION 6.11. Confidential Information. CNHCR agrees that it will
         neither use nor disclose to any Person the names and addresses of
         the Obligors, except in connection with the enforcement of CNHCR's
         rights hereunder, under the Case Receivables, under the Sale and
         Servicing Agreement or the Indenture or any other Basic Document
         or as required by any of the foregoing or by law.

         SECTION 6.12. Headings and Cross-References. The various headings
         in this Agreement are included for convenience only and shall not
         affect the meaning or interpretation of any provision of this
         Agreement. References in this Agreement to Section names or
         numbers are to such Sections of this Agreement unless otherwise
         expressly indicated.


                                    20
<PAGE>

         SECTION 6.13. Governing Law. This Agreement, the Case Assignment,
         and each Case Subsequent Transfer Assignment shall be construed in
         accordance with the laws of the State of New York, without
         reference to its conflict of law provisions, and the obligations,
         rights and remedies of the parties hereunder or thereunder shall
         be determined in accordance with such laws.

         SECTION 6.14. Counterparts. This Agreement may be executed in two
         or more counterparts and by different parties on separate
         counterparts, each of which shall be an original, but all of which
         together shall constitute but one and the same instrument.

         SECTION 6.15. Severability. Any provision of this Agreement that
         is prohibited or unenforceable in any jurisdiction shall, as to
         such jurisdiction, be ineffective to the extent of such
         prohibition or unenforceability without invalidating the remaining
         provisions hereof, and any such prohibition or unenforceability in
         any jurisdiction shall not invalidate or render unenforceable such
         provision in any other jurisdiction.

                          (signature pages follow)
















                                    21
<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
         Agreement to be executed by their respective officers duly
         authorized as of the date and year first above written.

                                          CNH Capital Receivables Inc.

                                          By:  /s/ Brian O'Keane
                                              ------------------------------
                                          Name:  Brian O'Keane
                                          Title:  Assistant Treasurer



                                          Case Credit Corporation

                                          By:  /s/ Brian O'Keane
                                              ------------------------------
                                          Name:  Brian O'Keane
                                          Title:  Assistant Treasurer















                                    S-1

<PAGE>



                                                                      EXHIBIT A
                                                     to Case Purchase Agreement

                                  FORM OF
                              CASE ASSIGNMENT
                              ---------------

         For value received, in accordance with and subject to the Case
         Purchase Agreement dated as of November 1, 2002 (the "Case
         Purchase Agreement"), between the undersigned and CNH Capital
         Receivables Inc. ("CNHCR"), the undersigned does hereby sell,
         assign, transfer, set over and otherwise convey unto CNHCR,
         without recourse, all of its right, title, interest and, with
         respect to any Contracts that are Leases, obligations in, to and
         under: (a) the Case Purchased Contracts, which are listed on
         Schedule A hereto, including all documents constituting chattel
         paper included therewith, and all obligations of the Obligors
         thereunder, including all moneys paid thereunder on or after the
         Initial Cutoff Date, (b) the security interests in the Financed
         Equipment granted by Obligors pursuant to the Case Purchased
         Contracts and any other interest of the undersigned in such
         Financed Equipment, (c) any proceeds with respect to the Case
         Purchased Contracts from claims on insurance policies covering
         Financed Equipment or Obligors, (d) any proceeds from recourse to
         Dealers with respect to the Case Purchased Contracts other than
         any interest in the Dealers' reserve accounts maintained with Case
         Credit Corporation, (e) any Financed Equipment that shall have
         secured the Case Purchased Contracts and that shall have been
         acquired by or on behalf of CNHCR, (f) any True Lease Equipment
         that is subject to any Case Purchased Contract, and (g) the
         proceeds of any and all of the foregoing. The foregoing sale does
         not constitute and is not intended to result in any assumption by
         CNHCR of any obligation (other than the covenant of quiet
         enjoyment benefiting the Obligors under any Contracts that are
         Leases) of the undersigned to the Obligors, insurers or any other
         person in connection with the Case Purchased Contracts,
         Receivables Files, any insurance policies or any agreement or
         instrument relating to any of them.

         This Case Assignment is made pursuant to and upon the
         representations, warranties and agreements on the part of the
         undersigned contained in the Case Purchase Agreement and is to be
         governed in all respects by the Case Purchase Agreement.

         Capitalized terms used herein and not otherwise defined shall have
         the meanings assigned to them in the Case Purchase Agreement.







                                    A-1
<PAGE>


         IN WITNESS WHEREOF, the undersigned has caused this Case
         Assignment to be duly executed as of November 1, 2002.

         CASE CREDIT CORPORATION


         By:  _________________________________________________________
         Name:
           Title:




























                                    A-2

<PAGE>




                                                                     EXHIBIT B
                                                    to Case Purchase Agreement

                                  FORM OF
                    CASE SUBSEQUENT TRANSFER ASSIGNMENT
                    -----------------------------------

         For value received, in accordance with and subject to the Case
         Purchase Agreement dated as of November 1, 2002 (the "Case
         Purchase Agreement"), between Case Credit Corporation, a Delaware
         corporation ("Case Credit"), and CNH Capital Receivables Inc., a
         Delaware corporation ("CNHCR"), Case Credit does hereby sell,
         transfer, assign, set over and otherwise convey to CNHCR, without
         recourse, all of its right, title, interest and, with respect to
         any Contracts that are Leases, obligations in, to and under: (a)
         the Subsequent Case Receivables, with an aggregate Contract Value
         equal to $___, listed on Schedule A hereto, including all documents
         constituting chattel paper included therewith, and all obligations
         of the Obligors thereunder, including all moneys paid thereunder
         on or after the Subsequent Cutoff Date, (b) the security interests
         in the Financed Equipment granted by Obligors pursuant to such
         Subsequent Case Receivables and any other interest of Case Credit
         in such Financed Equipment, (c) any proceeds with respect to such
         Subsequent Case Receivables from claims on insurance policies
         covering Financed Equipment or Obligors, (d) any proceeds from
         recourse to Dealers with respect to such Subsequent Case
         Receivables other than any interest in the Dealers' reserve
         accounts maintained with Case Credit, (e) any Financed Equipment
         that shall have secured any such Subsequent Case Receivables and
         that shall have been acquired by or on behalf of CNHCR, (f) any
         True Lease Equipment that is subject to any Subsequent Case
         Receivable, and (g) the proceeds of any and all of the foregoing.
         The foregoing sale does not constitute and is not intended to
         result in any assumption by CNHCR of any obligation (other than
         the covenant of quiet enjoyment benefiting the Obligors under any
         Contracts that are Leases) of Case Credit to the Obligors,
         insurers or any other person in connection with such Subsequent
         Case Receivables, Receivable Files, any insurance policies or any
         agreement or instrument relating to any of them.

         This Case Subsequent Transfer Assignment is made pursuant to and
         upon the representations, warranties and agreements on the part of
         Case Credit contained in the Case Purchase Agreement (including
         the Officers' Certificate of Case Credit accompanying this
         Agreement) and is to be governed in all respects by the Case
         Purchase Agreement.

         Capitalized terms used but not otherwise defined herein shall have
         the meanings assigned to them in the Case Purchase Agreement.








                                    B-1

<PAGE>


         IN WITNESS WHEREOF, the undersigned has caused this Case
         Subsequent Transfer Assignment to be duly executed as of the __
         day of __________, _____.

         Case Credit Corporation
         By:  _________________________________________________________
         Name:
           Title:



























                                    B-2

<PAGE>



                                                                     SCHEDULE A
                                         to Case Subsequent Transfer Assignment

                  SCHEDULE OF SUBSEQUENT CASE RECEIVABLES
                  ---------------------------------------

                            [See attached list]













<PAGE>


                                                                      ANNEX A
                                       to Case Subsequent Transfer Assignment

                           OFFICERS' CERTIFICATE


         We, the undersigned officers of Case Credit Corporation (the
         "Company"), do hereby certify, pursuant to Section 4.1(b)(xiii) of
         the Case Purchase Agreement dated as of November 1, 2002, among
         the Company, and CNH Capital Receivables Inc. (the "Case Purchase
         Agreement"), that (i) all of the conditions precedent to the
         transfer to CNHCR of the Subsequent Case Receivables listed on
         Schedule A to the Case Subsequent Transfer Assignment delivered
         herewith, and the other property and rights related to such
         Subsequent Case Receivables as described in Section 2.2 of the
         Case Purchase Agreement, have been satisfied on or prior to the
         related Subsequent Transfer Date and (ii) each statement of fact
         set forth in any officers' certificate executed by an officer of
         the Company in connection with an Opinion of Counsel delivered on
         the Closing Date with respect to a transfer of, or a security
         interest in, the Case Receivables shall be true and correct as of
         the date hereof with respect to the Subsequent Case Receivables
         listed on the aforementioned Schedule A.

         Capitalized terms used but not defined herein shall have the
         meanings assigned to such terms in the Case Purchase Agreement.

         IN WITNESS WHEREOF, the undersigned have caused this certificate
         to be duly executed this ___ day of ___________, _____.

         By: ____________________________________________________________
         Name:___________________________________________________________
         Title:__________________________________________________________


         By: ____________________________________________________________
         Name:___________________________________________________________
         Title:__________________________________________________________




<PAGE>





                                 Schedule P


         1. General. The Case Purchase Agreement creates, or with respect
         to Case Receivables that are Subsequent Receivables upon the
         transfer of such Subsequent Receivables pursuant to the Subsequent
         Transfer Assignment will create, a valid and continuing security
         interest (as defined in the UCC) in the Case Receivables in favor
         of CNHCR, which, (a) is enforceable upon execution of the Case
         Purchase Agreement against creditors of and purchasers from Case
         Credit, as such enforceability may be limited by applicable Debtor
         Relief Laws, now or hereafter in effect, and by general principles
         of equity (whether considered in a suit at law or in equity), and
         (b) upon filing of the financing statements described in clause 4
         below will be prior to all other Liens (other than Liens permitted
         pursuant to clause 3 below).

         2. General. The Case Receivables constitute "tangible chattel
         paper" within the meaning of UCC Section 9-102. Case Credit has
         taken all steps necessary to perfect its security interest against
         the Obligor in the Financed Equipment securing the Case
         Receivables.

         3. Creation. Immediately prior to the conveyance of the Case
         Receivables pursuant to the Case Purchase Agreement, Case Credit
         owns and has good and marketable title to, or has a valid security
         interest in, the Case Receivables free and clear of any Lien,
         claim or encumbrance of any Person.

         4. Perfection. Case Credit has caused or will have caused, within
         ten days of the Closing Date, the filing of all appropriate
         financing statements in the proper filing office in the
         appropriate jurisdictions under applicable law in order to perfect
         the security interest granted to CNHCR under the Case Purchase
         Agreement in the Case Receivables. With respect to the Case
         Receivables that constitute tangible chattel paper, Case Credit
         has in its possession the original copies of such tangible chattel
         paper that constitute or evidence the Case Receivables, and Case
         Credit has caused, or will have caused within ten days of the
         effective date of the Case Purchase Agreement, the filing of
         financing statements against Case Credit and such originator in
         favor of CNHCR in connection herewith describing such Case
         Receivables and containing a statement that: "A purchase of or
         security interest in any collateral described in this financing
         statement will violate the rights of CNHCR."

         5. Priority. Other than the security interests granted to CNHCR
         pursuant to the Case Purchase Agreement and the Case Liquidity
         Receivables Purchase Agreement, Case Credit has not pledged,
         assigned, sold, granted a security interest in, or otherwise
         conveyed any of the Case Receivables. Case Credit has not
         authorized the filing of and is not aware of any financing
         statements against Case Credit that include a description of
         collateral covering the Case Receivables other than any financing
         statement (i) relating to the security interests granted to CNHCR
         under the Case Purchase Agreement and the Case Liquidity
         Receivables Purchase Agreement (ii) that has been terminated, or
         (iii) that has been granted pursuant to the terms of the Basic
         Documents. None of the tangible chattel paper that constitutes or
         evidences the Case Receivables has any marks or notations
         indicating that they have pledged, assigned or otherwise conveyed
         to any Person other than Indenture Trustee.