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                         CNH EQUIPMENT TRUST 2001-A



                          ADMINISTRATION AGREEMENT


                                   among


                        CNH EQUIPMENT TRUST 2001-A,
                                 as Issuer,


                                    and


                          CASE CREDIT CORPORATION,
                             as Administrator,


                                    and


                      BANK ONE, NATIONAL ASSOCIATION,
                           as Indenture Trustee.


                          Dated as of May 1, 2001

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                             Table of Contents

Section                                                                   Page

1.   Duties of the Administrator............................................2

     (a)   Duties with Respect to the Indenture and the Depository
           Agreement........................................................2

     (b)   Duties with Respect to the Trust.................................5

     (c)   Non-Ministerial Matters..........................................6

2.   Records................................................................7

3.   Compensation...........................................................7

4.   Additional Information To Be Furnished to the Issuer...................7

5.   Independence of the Administrator......................................7

6.   No Joint Venture. Nothing contained in this Agreement..................7

7.   Other Activities of the Administrator..................................7

8.   Term of Agreement; Resignation and Removal of the Administrator........8

9.   Action upon Termination, Resignation or Removal.......................10

10.  Notices...............................................................10

11.  Amendments............................................................10

12.  Successors and Assigns................................................11

13.  Governing Law.........................................................12

14.  Headings..............................................................12

15.  Counterparts..........................................................12

16.  Severability..........................................................12

17.  Not Applicable to Case Credit Corporation in Other Capacities.........12

18.  Limitation of Liability of the Trustee and the Indenture Trustee......12

19.  Third-Party Beneficiary...............................................13

20.  Indemnification.......................................................13

                                      i

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         ADMINISTRATION AGREEMENT dated as of May 1, 2001, among CNH
EQUIPMENT TRUST 2001-A, a Delaware business trust (the "Issuer"), CASE
CREDIT CORPORATION, a Delaware corporation, as administrator (the
"Administrator"), and BANK ONE, NATIONAL ASSOCIATION, a national banking
association, not in its individual capacity but solely as Indenture Trustee
(the "Indenture Trustee").

                                  RECITALS

         WHEREAS, the Issuer is issuing: (a) 4.035% Class A-1 Asset Backed
Notes, Floating Rate Class A-2 Asset Backed Notes, Floating Rate Class A-3
Asset Backed Notes, 5.38% Class A-4 Asset Backed Notes (collectively, the
"Class A Notes") and 5.73% Class B Asset Backed Notes (the "Class B Notes,"
and, together with the Class A Notes, the "Notes") pursuant to the
Indenture, dated as of the date hereof (as amended and supplemented from
time to time in accordance with the provisions thereof, the "Indenture"),
between the Issuer and the Indenture Trustee (capitalized terms used herein
and not otherwise defined herein are defined in Appendix A to the
Indenture);

         WHEREAS, the Issuer has entered into certain agreements in
connection with the issuance of the Notes and of certain beneficial
ownership interests of the Issuer, including: (i) a Sale and Servicing
Agreement, dated as of the date hereof (as amended and supplemented from
time to time, the "Sale and Servicing Agreement"), among the Issuer, Case
Credit Corporation, as servicer (the "Servicer"), and CNH Capital
Receivables Inc., a Delaware corporation, as seller (the "Seller"), (ii) a
Depository Agreement, dated May 22, 2001 (the "Depository Agreement"),
among the Issuer, the Indenture Trustee, the Administrator and The
Depository Trust Company, (iii) the Indenture and (iv) a Trust Agreement,
dated as of the date hereof (the "Trust Agreement"), between the Seller and
the Trustee (the Sale and Servicing Agreement, the Depository Agreement,
the Indenture and the Trust Agreement being hereinafter referred to
collectively as the "Related Agreements");

         WHEREAS, pursuant to the Related Agreements, the Issuer and the
Trustee are required to perform certain duties in connection with: (a) the
Notes and the collateral therefor pledged pursuant to the Indenture (the
"Collateral") and (b) the beneficial ownership interests in the Issuer (the
registered holders of such interests being referred to herein as the
"Owners");

         WHEREAS, the Issuer and the Trustee desire to have the
Administrator perform certain of the duties of the Issuer and the Trustee
referred to in the preceding clause, and to provide such additional
services consistent with this Agreement and the Related Agreements as the
Issuer and the Trustee may from time to time request;

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         WHEREAS, the Administrator has the capacity to provide the
services required hereby and is willing to perform such services for the
Issuer and the Trustee on the terms set forth herein;

         NOW, THEREFORE, in consideration of the mutual terms and covenants
contained herein, and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties agree as
follows:

         Duties of the Administrator.
         ---------------------------

         Duties with Respect to the Indenture and the Depository Agreement.
The Administrator shall perform all of its duties as Administrator and the
duties of the Issuer and the Trustee under the Depository Agreement. In
addition, the Administrator shall consult with the Trustee regarding the
duties of the Issuer and the Trustee under such documents. The
Administrator shall monitor the performance of the Issuer and shall advise
the Trustee when action is necessary to comply with the Issuer's or the
Trustee's duties under such documents. The Administrator shall prepare for
execution by the Issuer or shall cause the preparation by other appropriate
persons of all such documents, reports, filings, instruments, certificates
and opinions as it shall be the duty of the Issuer or the Trustee to
prepare, file or deliver pursuant to such documents. In furtherance of the
foregoing, the Administrator shall take all appropriate action that is the
duty of the Issuer or the Trustee to take pursuant to such documents,
including, without limitation, such of the foregoing as are required with
respect to the following matters (references in this Section are to
sections of the Indenture):

              (i)  the duty to cause the Note Register to be kept and to give
         the Indenture Trustee notice of any appointment of a new Note
         Registrar and the location, or change in location, of the Note
         Register (Section 2.4);

             (ii)  the fixing or causing to be fixed of any specified record
         date and the notification of the Indenture Trustee and Noteholders with
         respect to special payment dates, if any (Section 2.7(c));

            (iii)  the preparation of or obtaining of the documents and
         instruments required for authentication of the Notes and delivery of
         the same to the Indenture Trustee (Section 2.2);

            (iv)   the preparation, obtaining or filing of the instruments,
         opinions, certificates and other documents required for the release of
         the Collateral (Section 2.9);

             (v)   the maintenance of an office in the Borough of Manhattan,
         City of New York, for  registration of transfer or exchange of Notes
         (Section 3.2);

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              (vi) the duty to cause newly appointed Paying Agents, if any, to
         deliver to the Indenture Trustee the instrument specified in the
         Indenture regarding funds held in trust (Section 3.3);

             (vii) the direction to the Paying Agents to deposit moneys with
         the Indenture Trustee (Section 3.3);

            (viii) the obtaining and preservation of the Issuer's qualification
         to do business in each jurisdiction in which such qualification is or
         shall be necessary to protect the validity and enforceability of
         the Indenture, the Notes, the Collateral and each other instrument
         and agreement included in the Trust Estate (Section 3.4);

             (ix)  the preparation of all supplements, amendments, financing
         statements, continuation statements, instruments of further
         assurance and other instruments, in accordance with Section 3.5 of
         the Indenture, necessary to protect the Trust Estate (Section
         3.5);

              (x)  the delivery of the Opinion of Counsel on the Closing Date
         and the annual delivery of Opinions of Counsel, in accordance with
         Section 3.6 of the Indenture, as to the Trust Estate, and the annual
         delivery of the Officers' Certificate and certain other
         statements, in accordance with Section 3.9 of the Indenture, as to
         compliance with the Indenture (Sections 3.6 and 3.9);

              (xi)  the identification to the Indenture Trustee in an Officers'
         Certificate of a Person with whom the Issuer has contracted to
         perform its duties under the Indenture (Section 3.7(b));

              (xii) the notification of the Indenture Trustee and the Rating
         Agencies of a Servicer Default pursuant to the Sale and Servicing
         Agreement and, if such Servicer Default arises from the failure of the
         Servicer to perform any of its duties under the Sale and Servicing
         Agreement, the taking of all reasonable steps available to remedy
         such failure (Section 3.7(d));

             (xiii) the preparation and obtaining of documents and instruments
         required for the release of the Issuer from its obligations under the
         Indenture (Section 3.10(b));

             (xiv)  the delivery of notice to the Indenture Trustee of each
         Event of Default and each default by the Servicer or Seller under the
         Sale and Servicing Agreement (Section 3.19);

              (xv)  the monitoring of the Issuer's obligations as to the
         satisfaction and discharge of the Indenture and the preparation of an
         Officers' Certificate and the obtaining of the Opinion of Counsel and
         the Independent Certificate relating thereto (Section 4.1);


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              (xvi) the compliance with any written directive of the Indenture
         Trustee with respect to the sale of the Trust Estate in a commercially
         reasonable manner if an Event of Default shall have occurred and
         be continuing (Section 5.4);

             (xvii) the furnishing to the Indenture Trustee with the names and
         addresses of Noteholders during any period when the Indenture
         Trustee is not the Note Registrar (Section 7.1);

            (xviii) the preparation, execution and filing with the Commission
         and the Indenture Trustee of documents required to be filed on a
         periodic basis with, and summaries thereof as may be required by rules
         and regulations prescribed by, the Commission and the transmission of
         such summaries, as necessary, to the Noteholders (Section 7.3);

             (xix)  the opening of one or more accounts in the Trust's name, the
         preparation of Issuer Orders, Officers' Certificates and Opinions
         of Counsel and all other actions necessary with respect to
         investment and reinvestment of funds in the Trust Accounts
         (Sections 8.2 and 8.3);

              (xx)  the preparation of an Issuer Request and Officers'
         Certificate and the obtaining of an Opinion of Counsel and Independent
         Certificates, if necessary, for the release of the Trust Estate as
         defined in the Indenture (Sections 8.4 and 8.5);

              (xxi) the preparation of Issuer Orders and the obtaining of
         Opinions of Counsel with respect to the execution of supplemental
         indentures and the mailing to the Noteholders of notices with respect
         to such supplemental indentures (Sections 9.1, 9.2 and 9.3);

              (xxii) the execution and delivery of new Notes conforming to any
         supplemental indenture (Section 9.6);

             (xxiii) the  notification of Noteholders of redemption of the
         Notes or the duty to cause the Indenture  Trustee to provide such
         notification (Section 10.2);

              (xxiv) the preparation of all Officers' Certificates, Opinions of
         Counsel and Independent Certificates with respect to any requests by
         the Issuer to the Indenture Trustee to take any action under the
         Indenture (Section 11.1(a));

               (xxv) the preparation and delivery of Officers' Certificates and
         the obtaining of Independent Certificates, if necessary, for the
         release of property from the lien of the Indenture (Section
         11.1(b));

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<PAGE>
             (xxvi) the preparation and delivery to Noteholders and the
         Indenture Trustee of any agreements with respect to alternate payment
         and notice provisions (Section 11.6); and

          (xxvii) the recording of the Indenture, if applicable (Section 11.15).

         (b) Duties with Respect to the Trust. In addition to the duties of the
Administrator set forth above, the Administrator shall perform such
calculations, and shall prepare for execution by the Issuer or the Trustee
or shall cause the preparation by other appropriate persons of all such
documents, reports, filings, instruments, certificates and opinions, as it
shall be the duty of the Issuer or the Trustee to perform, prepare, file or
deliver pursuant to the Related Agreements, and at the request of the
Trustee shall take all appropriate action that it is the duty of the Issuer
or the Trustee to take pursuant to the Related Agreements. Subject to
Section 5 of this Agreement, and in accordance with the directions of the
Trustee, the Administrator shall administer, perform or supervise the
performance of such other activities in connection with the Collateral
(including the Related Agreements) as are not covered by any of the
foregoing and as are expressly requested by the Trustee and are reasonably
within the capability of the Administrator.

              (ii)  Notwithstanding anything in this Agreement or the Related
         Agreements to the contrary, if any Certificates are held by any
         Person other than the Depositor the Administrator shall be
         responsible for promptly notifying the Trustee in the event that
         any withholding tax is imposed on the Trust's payments (or
         allocations of income) to an Owner as contemplated in Section
         5.2(c) of the Trust Agreement. Any such notice shall specify the
         amount of any withholding tax required to be withheld by the
         Trustee pursuant to such provision.

              (iii) Notwithstanding anything in this Agreement or the Related
         Agreements to the contrary, the Administrator shall be responsible
         for performance of the duties of the Trustee (if any) set forth in
         Sections 5.5(a), (b), (c) and (d), the penultimate sentence of
         Section 5.5 and Section 5.6(a) of the Trust Agreement with respect
         to, among other things, accounting and reports to Owners;
         provided, however, that the Trustee shall retain responsibility
         for the distribution of the Schedule K-1s necessary to enable each
         Owner to prepare its Federal and State income tax returns.

              (iv)  If any Certificates are held by any Person other than the
         Depositor, the Administrator shall satisfy its obligations with
         respect to clauses (ii) and (iii) by retaining, at the expense of
         the Trust payable by the Servicer, a firm of independent certified
         public accountants (the "Accountants") acceptable to the Trustee,
         which Accountants shall perform the obligations of the
         Administrator thereunder. In connection with clause (ii), the


                                     5
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         Accountants will provide prior to May 22, 2001, a letter in form
         and substance satisfactory to the Trustee as to whether any tax
         withholding is then required and, if required, the procedures to
         be followed with respect thereto to comply with the requirements
         of the Code. The Accountants shall be required to update the
         letter in each instance that any additional tax withholding is
         subsequently required or any previously required tax withholding
         shall no longer be required.

              (v)  The Administrator shall perform the duties of the
         Administrator specified in Section 10.2 of the Trust Agreement
         required to be performed in connection with the resignation or removal
         of the Trustee, and any other duties expressly required to be performed
         by the Administrator under the Trust Agreement.

              (vi) In carrying out the foregoing duties or any of its other
         obligations under this Agreement, the Administrator may enter into
         transactions with or otherwise deal with any of its affiliates;
         provided, however, that the terms of any such transactions or
         dealings shall be in accordance with any directions received from
         the Issuer and shall be, in the Administrator's opinion, no less
         favorable to the Issuer than would be available from unaffiliated
         parties.

             (vii) The Administrator hereby agrees to execute on behalf of the
         Issuer all such documents, reports, filings, instruments, certificates
         and opinions as it shall be the duty of the Issuer to prepare,
         file or deliver pursuant to the Basic Documents or otherwise by
         law.

         (c) Non-Ministerial Matters. With respect to matters that in the
reasonable judgment of the Administrator are non-ministerial, the
Administrator shall not take any action unless within a reasonable time
before the taking of such action the Administrator shall have notified the
Trustee of the proposed action and the Trustee shall not have withheld
consent or provided an alternative direction. For the purpose of the
preceding sentence, "non-ministerial matters" shall include, without
limitation:

              (A) the amendment of or any supplement to the Indenture;

              (B) the initiation of any claim or lawsuit by the Issuer and the
          compromise of any action, claim or lawsuit brought by or against the
          Issuer (other than in connection with the collection of the
          Receivables);

              (C) the amendment, change or modification of the Related
          Agreements;

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<PAGE>

              (D) the appointment of successor Note Registrars, successor
          Paying Agents and successor Trustees pursuant to the Indenture or the
          appointment of successor Administrators or successor Servicers, or
          the consent to the assignment by the Note Registrar, Paying Agent or
          Indenture Trustee of its obligations under the Indenture; and

              (E) the removal of the Indenture Trustee.

              (ii) Notwithstanding anything to the contrary in this Agreement,
         the Administrator shall not be obligated to, and shall not: (x) make
         any payments to the Noteholders under the Related Agreements, (y)
         sell the Trust Estate pursuant to Section 5.4 of the Indenture or
         (z) take any other action that the Issuer directs the
         Administrator not to take on its behalf.

         2.  Records. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books
of account and records shall be accessible for inspection by the Issuer,
the Indenture Trustee and the Depositor at any time during normal business
hours.

         3.  Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for
its expenses related thereto, the Administrator shall be entitled to $500
per quarter payable in arrears on each Payment Date, which payment shall be
solely an obligation of the Issuer.

         4.  Additional Information To Be Furnished to the Issuer. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably
request.

         5.  Independence of the Administrator. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall
not be subject to the supervision of the Issuer or the Trustee with respect
to the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly authorized by the Issuer, the Administrator
shall have no authority to act for or represent the Issuer or the Trustee
in any way (other than as permitted hereunder) and shall not otherwise be
deemed an agent of the Issuer or the Trustee.

         6.  No Joint Venture. Nothing contained in this Agreement: (i) shall
constitute the Administrator and either of the Issuer or the Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed
to impose any liability as such on any of them or (iii) shall be deemed to
confer on any of them any express, implied or apparent authority to incur
any obligation or liability on behalf of the others.

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<PAGE>

         7.  Other Activities of the Administrator. Nothing herein shall
prevent the Administrator or its Affiliates from engaging in other
businesses or, in their sole discretion, from acting in a similar capacity
as an administrator for any other Person even though such Person may engage
in business activities similar to those of the Issuer, the Trustee or the
Indenture Trustee.

         8.  Term of Agreement; Resignation and Removal of the Administrator.
This Agreement shall continue in force until the dissolution of the Issuer,
upon which event this Agreement shall automatically terminate.

         (b)  Subject to Section 8(e), the Administrator may resign its duties
hereunder by providing the Issuer, the Indenture Trustee and the Servicer
with at least 60 days' prior written notice.

         (c)  Subject to Section 8(e), the Issuer may remove the Administrator
without cause by providing the Administrator, the Indenture Trustee and the
Servicer with at least 60 days' prior written notice.

         (d)  Subject to Section 8(e), at the sole option of the Issuer, the
Administrator may be removed immediately upon written notice of termination
from the Issuer to the Administrator, the Indenture Trustee and the
Servicer if any of the following events shall occur:

              (i)  the Administrator shall default in the performance of any of
         its duties under this Agreement and, after notice of such default,
         shall not cure such default within ten days (or, if such default
         cannot be cured in such time, shall not give within ten days such
         assurance of cure as shall be reasonably satisfactory to the
         Issuer);

              (ii) a court having jurisdiction in the premises shall enter a
         decree or order for relief, and such decree or order shall not have
         been vacated within 60 days, in respect of the Administrator in any
         involuntary case under any applicable bankruptcy, insolvency or
         other similar law now or hereafter in effect or appoint a
         receiver, liquidator, assignee, custodian, trustee, sequestrator
         or similar official for the Administrator or any substantial part
         of its property or order the winding-up or liquidation of its
         affairs; or

              (iii) the Administrator shall commence a voluntary case under any
         applicable bankruptcy, insolvency or other similar law now or
         hereafter in effect, shall consent to the entry of an order for
         relief in an involuntary case under any such law, or shall consent
         to the appointment of a receiver, liquidator, assignee, trustee,
         custodian, sequestrator or similar official for the Administrator
         or any substantial part of its property, shall consent to the
         taking of possession by any such official of any substantial part
         of its property, shall make any general assignment for the benefit
         of creditors or shall fail generally to pay its debts as they
         become due.

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         The Administrator agrees that if any of the events specified in
clauses (ii) or (iii) of this subsection shall occur, it shall give written
notice thereof to the Issuer, the Servicer and the Indenture Trustee within
seven days after the happening of such event.

         (e)  Upon the Administrator's receipt of notice of termination,
pursuant to Sections 8(c) or (d), or the Administrator's resignation in
accordance with this Agreement, the predecessor Administrator shall
continue to perform its functions as Administrator under this Agreement, in
the case of termination, only until the date specified in such termination
notice or, if no such date is specified in a notice of termination, until
receipt of such notice and, in the case of resignation, until the later of:
(x) the date 45 days from the delivery to the Issuer, the Indenture Trustee
and the Servicer of written notice of such resignation (or written
confirmation of such notice) in accordance with this Agreement and (y) the
date upon which the predecessor Administrator shall become unable to act as
Administrator, as specified in the notice of resignation and accompanying
Opinion of Counsel. In the event of the Administrator's termination
hereunder, the Issuer shall appoint a successor Administrator acceptable to
the Indenture Trustee, and the successor Administrator shall accept its
appointment by a written assumption in form acceptable to the Indenture
Trustee. In the event that a successor Administrator has not been appointed
at the time when the predecessor Administrator has ceased to act as
Administrator in accordance with this Section, the Indenture Trustee
without further action shall automatically be appointed the successor
Administrator and the Indenture Trustee shall be entitled to the
compensation specified in Section 3. Notwithstanding the above, the
Indenture Trustee shall, if it shall be unable so to act, appoint or
petition a court of competent jurisdiction to appoint any established
institution having a net worth of not less than $50,000,000 and whose
regular business shall include the performance of functions similar to
those of the Administrator, as the successor to the Administrator under
this Agreement.

         (f)  Upon appointment, the successor Administrator (including the
Indenture Trustee acting as successor Administrator) shall be the successor
in all respects to the predecessor Administrator and shall be subject to
all the responsibilities, duties and liabilities arising thereafter
relating thereto placed on the predecessor Administrator and shall be
entitled to the compensation specified in Section 3 and all the rights
granted to the predecessor Administrator by the terms and provisions of
this Agreement.

         (g)  Except when and if the Indenture Trustee is appointed successor
Administrator, the Administrator may not resign unless it is prohibited
from serving as such by law as evidenced by an Opinion of Counsel to such
effect delivered to the Indenture Trustee. No resignation or removal of the
Administrator pursuant to this Section shall be effective until: (i) a
successor Administrator shall have been appointed by the Issuer and (ii)
such successor Administrator shall have agreed in writing to be bound by
the terms of this Agreement in the same manner as the Administrator is
bound hereunder.

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         (h)  The appointment of any successor Administrator shall be effective
only after satisfaction of the Rating Agency Condition with respect to the
proposed appointment.

         9.  Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a),
or the resignation or removal of the Administrator pursuant to Section 8(b)
or (c), respectively, the Administrator shall be entitled to be paid all
fees and reimbursable expenses accruing to it to the date of such
termination, resignation or removal. The Administrator shall forthwith upon
such termination pursuant to Section 8(a) deliver to the Issuer all
property and documents of or relating to the Collateral then in the custody
of the Administrator. In the event of the resignation or removal of the
Administrator pursuant to Section 8(b) or (c), respectively, the
Administrator shall cooperate with the Issuer and the Indenture Trustee and
take all reasonable steps requested to assist the Issuer and the Indenture
Trustee in making an orderly transfer of the duties of the Administrator.

         10. Notices.  Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:

         (a)  if to the Issuer or the Trustee, to:

                           CNH Equipment Trust 2001-A
                           c/o The Bank of New York
                           101 Barclay Street, Floor 12E
                           New York, New York 10286
                           Attn: Corporate Trust Administration - Asset Backed
                           Finance Unit

         (b)  if to the Administrator, to:

                           Case Credit Corporation
                           233 Lake Avenue
                           Racine, Wisconsin 53403
                           Attention: Treasurer

         (c)if to the Indenture Trustee, to:

                           Bank One, National Association
                           1 Bank One Plaza, Suite IL1-0126
                           Chicago, Illinois 60670-0126
                           Attention: Global Corporate Trust Services

or to such other address as any party shall have provided to the other
parties in writing. Any notice required to be in writing hereunder shall be
deemed given if such notice is mailed by certified mail, postage prepaid,
or hand-delivered to the address of such party as provided above.

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         11.  Amendments. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Issuer, the
Administrator and the Indenture Trustee, with the written consent of the
Trustee, but without the consent of any of the Noteholders or the
Certificateholders, to cure any ambiguity, to correct or supplement
provisions of 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 shall not,
as evidenced by an Opinion of Counsel satisfactory to the Indenture
Trustee, adversely affect in any material respect the interests of any
Noteholder or Certificateholder.

         This Agreement may also be amended from time to time by the
Issuer, the Administrator and the Indenture Trustee with the written
consent of (w) the Trustee, (x) Noteholders holding Notes evidencing not
less than a majority of the Note Balance and (y) the Holders of
Certificates evidencing not less than 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 shall: (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on 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 Holders
of 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. Notwithstanding the foregoing, the Administrator may not
amend this Agreement without the permission of the Depositor, which
permission shall not be unreasonably withheld.

         Promptly after the execution of any such amendment or consent (or,
in the case of the Rating Agencies, 10 days prior thereto), the
Administrator shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Trustee and each of the
Rating Agencies.

         It shall not be necessary for the consent of the
Certificateholders or the 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.

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<PAGE>

         12.  Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing
by the Issuer and the Trustee and subject to the satisfaction of the Rating
Agency Condition in respect thereof. An assignment with such consent and
satisfaction, if accepted by the assignee, shall bind the assignee
hereunder in the same manner as the Administrator is bound hereunder.
Notwithstanding the foregoing, this Agreement may be assigned by the
Administrator without the consent of the Issuer or the Trustee to a
corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Administrator, provided that
such successor organization executes and delivers to the Issuer, the
Trustee and the Indenture Trustee an agreement in which such corporation or
other organization agrees to be bound hereunder by the terms of said
assignment in the same manner as the Administrator is bound hereunder.
Subject to the foregoing, this Agreement shall bind any successors or
assigns of the parties hereto.

         13.  Governing Law. This Agreement 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 shall be determined in accordance with such laws.

         14.  Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.

         15.  Counterparts.  This Agreement may be executed in counterparts,
all of which when so executed shall together constitute but one and the same
agreement.

         16.  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.

         17.  Not Applicable to Case Credit Corporation in Other Capacities.
Nothing in this Agreement shall affect any obligation Case Credit
Corporation may have in any other capacity.

         18.  Limitation of Liability of the Trustee and the Indenture Trustee.
Notwithstanding anything contained herein to the contrary, this instrument
has been countersigned by The Bank of New York, not in its individual
capacity but solely in its capacity as Trustee of the Issuer, and in no
event shall The Bank of New York, in its individual capacity, or any
beneficial owner of the Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer
hereunder, as to all of which recourse shall be had solely to the assets of
the Issuer. For all purposes of this Agreement, in the performance of any
duties or obligations of the Issuer thereunder, the Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of
Articles VI, VII and VIII of the Trust Agreement.

                                    12
<PAGE>

         (b)  Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by Bank One, National Association, not in
its individual capacity but solely as Indenture Trustee, and in no event
shall Bank One, National Association have any liability for the
representations, warranties, covenants, agreements or other obligations of
the Issuer hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely
to the assets of the Issuer.

         19.  Third-Party Beneficiary. The Trustee is a third-party beneficiary
to this Agreement and is entitled to the rights and benefits hereunder and
may enforce the provisions hereof as if it were a party hereto.

         20.  Indemnification. The Administrator shall indemnify the Trustee
and the Indenture Trustee (and their officers, directors, employees and agents)
for, and hold them harmless against, any losses, liability or expense,
including attorneys' fees reasonably incurred by them, incurred without
negligence or bad faith on their part, arising out of or in connection
with: (i) actions taken by either of them pursuant to instructions given by
the Administrator pursuant to this Agreement or (ii) the failure of the
Administrator to perform its obligations hereunder. The indemnities
contained in this Section shall survive the termination of this Agreement
and the resignation or removal of the Administrator, the Trustee or the
Indenture Trustee.




                                    13
<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered as of the day and year first above written.

                        CNH EQUIPMENT TRUST 2001-A

                        By: THE BANK OF NEW YORK,
                               not in its individual capacity but solely as
                               Trustee on behalf of the Issuer


                                By: /s/ Erwin Soriano
                                    ---------------------------------------
                                   Name:  Erwin Soriano
                                   Title: Assistant Treasurer


                        BANK ONE, NATIONAL ASSOCIATION,
                               not in its individual capacity but solely as
                               Indenture Trustee


                                By: /s/ Keith R. Richardson
                                    ---------------------------------------
                                   Name:  Keith R. Richardson
                                   Title: Vice President


                        CASE CREDIT CORPORATION,
                                  as Administrator


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



Accepted and agreed:

THE BANK OF NEW YORK,
        not in its individual capacity but
        solely as Trustee under the Trust Agreement


By: /s/ Erwin Soriano
    -------------------------------------
       Name:  Erwin Soriano
       Title: Assistant Treasurer


                                     S-1