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                         CNH EQUIPMENT TRUST 2001-A



                                 INDENTURE



                                  between



                         CNH EQUIPMENT TRUST 2001-A



                                    and



                      BANK ONE, NATIONAL ASSOCIATION,
                           as Indenture Trustee.



                          Dated as of May 1, 2001


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                             TABLE OF CONTENTS

                                                                           Page

ARTICLE I    Definitions and Incorporation by Reference.......................3

      SECTION 1.1.   Definitions..............................................3

      SECTION 1.2.   Incorporation by Reference of Trust Indenture Act........3

      SECTION 1.3.   Rules of Construction....................................3


ARTICLE II   The Notes........................................................3

      SECTION 2.1.   Form.....................................................3

      SECTION 2.2.   Execution, Authentication and Delivery...................4

      SECTION 2.3.   Temporary Notes..........................................5

      SECTION 2.4.   Registration; Registration of Transfer and Exchange......5

      SECTION 2.5.   Mutilated, Destroyed, Lost or Stolen Notes...............6

      SECTION 2.6.   Persons Deemed Owner.....................................7

      SECTION 2.7.   Payment of Principal and Interest; Defaulted Interest....8

      SECTION 2.8.   Cancellation.............................................9

      SECTION 2.9.   Release of Collateral....................................9

      SECTION 2.10.  Book-Entry Notes.........................................9

      SECTION 2.11.  Notices to Clearing Agency..............................10

      SECTION 2.12.  Definitive Notes........................................10

      SECTION 2.13.  Tax Treatment...........................................11


ARTICLE III   Covenants......................................................11

      SECTION 3.1.   Payment of Principal and Interest.......................11

      SECTION 3.2.   Maintenance of Office or Agency.........................12

      SECTION 3.3.   Money for Payments To Be Held in Trust..................12

      SECTION 3.4.   Existence...............................................14

      SECTION 3.5.   Protection of the Trust Estate..........................14

      SECTION 3.6.   Opinions as to the Trust Estate.........................15

      SECTION 3.7.   Performance of Obligations; Servicing of Receivables....15

      SECTION 3.8.   Negative Covenants......................................18



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      SECTION 3.9.   Annual Statement as to Compliance.......................18

      SECTION 3.10.  Issuer May Consolidate, etc., Only on Certain Terms.....19

      SECTION 3.11.  Successor or Transferee.................................21

      SECTION 3.12.  No Other Business.......................................21

      SECTION 3.13.  No Borrowing............................................21

      SECTION 3.14.  Servicer's Obligations..................................21

      SECTION 3.15.  Guarantees, Loans, Advances and Other Liabilities.......21

      SECTION 3.16.  Capital Expenditures....................................22

      SECTION 3.17.  Removal of Administrator................................22

      SECTION 3.18.  Restricted Payments.....................................22

      SECTION 3.19.  Notice of Events of Default.............................22

      SECTION 3.20.  Further Instruments and Acts............................22


ARTICLE IV   Satisfaction and Discharge......................................22

      SECTION 4.1.   Satisfaction and Discharge of Indenture.................22

      SECTION 4.2.   Application of Trust Money..............................24

      SECTION 4.3.   Repayment of Moneys Held by Paying Agent................24


ARTICLE V    Remedies........................................................24

      SECTION 5.1.   Events of Default.......................................24

      SECTION 5.2.   Acceleration of Maturity; Rescission and Annulment......26

      SECTION 5.3.   Collection of Indebtedness and Suits for Enforcement
                     by Indenture Trustee....................................27

      SECTION 5.4.   Remedies; Priorities....................................29

      SECTION 5.5.   Optional Preservation of the Receivables................31

      SECTION 5.6.   Limitation of Suits.....................................31

      SECTION 5.7.   Unconditional Rights of Noteholders To Receive
                     Principal and Interest..................................32

      SECTION 5.8.   Restoration of Rights and Remedies......................32

      SECTION 5.9.   Rights and Remedies Cumulative..........................32

      SECTION 5.10.  Delay or Omission Not a Waiver..........................33

      SECTION 5.11.  Control by Noteholders..................................33

      SECTION 5.12.  Waiver of Past Defaults.................................33




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      SECTION 5.13.  Undertaking for Costs...................................34

      SECTION 5.14.  Waiver of Stay or Extension Laws........................34

      SECTION 5.15.  Action on Notes.........................................34

      SECTION 5.16.  Performance and Enforcement of Certain Obligations......35


ARTICLE VI   The Indenture Trustee...........................................36

      SECTION 6.1.   Duties of the Indenture Trustee.........................36

      SECTION 6.3.   Individual Rights of the Indenture Trustee..............38

      SECTION 6.4.   Indenture Trustee's Disclaimer..........................39

      SECTION 6.5.   Notice of Defaults......................................39

      SECTION 6.6.   Reports by Indenture Trustee to the Holders.............39

      SECTION 6.7.   Compensation and Indemnity..............................39

      SECTION 6.8.   Replacement of the Indenture Trustee....................40

      SECTION 6.9.   Successor Indenture Trustee by Merger...................41

      SECTION 6.10.  Appointment of Co-Trustee or Separate Trustee...........41

      SECTION 6.11.  Eligibility; Disqualification...........................43

      SECTION 6.12.  Preferential Collection of Claims Against the Issuer....44

      SECTION 6.13.  Representations and Warranties..........................44


ARTICLE VII   Noteholders' Lists and Reports.................................45

      SECTION 7.1.   Issuer To Furnish Indenture Trustee Names and
                     Addresses of Noteholders................................45

      SECTION 7.2.   Preservation of Information; Communications to
                     Noteholders.............................................45

      SECTION 7.3.   Reports by Issuer.......................................46


ARTICLE VIII  Accounts, Disbursements and Releases...........................46

      SECTION 8.1.   Collection of Money.....................................46

      SECTION 8.2.   Trust Accounts..........................................47

      SECTION 8.3.   General Provisions Regarding Accounts...................48

      SECTION 8.4.   Release of Trust Estate.................................49

      SECTION 8.5.   Opinion of Counsel......................................49




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ARTICLE IX    Supplemental Indentures........................................50

      SECTION 9.1.   Supplemental Indentures Without Consent of Noteholders..50

      SECTION 9.2.   Supplemental Indentures With Consent of Noteholders.....51

      SECTION 9.3.   Execution of Supplemental Indentures....................53

      SECTION 9.4.   Effect of Supplemental Indenture........................53

      SECTION 9.5.   Conformity with Trust Indenture Act.....................53

      SECTION 9.6.   Reference in Notes to Supplemental Indentures...........53


ARTICLE X    Redemption of Notes.............................................54

      SECTION 10.1.  Redemption..............................................54

      SECTION 10.2.  Form of Redemption Notice...............................54

      SECTION 10.3.  Notes Payable on Redemption Date........................55


ARTICLE XI   Miscellaneous...................................................55

      SECTION 11.1.  Compliance Certificates and Opinions, etc...............55

      SECTION 11.2.  Form of Documents Delivered to Indenture Trustee........57

      SECTION 11.3.  Acts of Noteholders.....................................58

      SECTION 11.4.  Notices, etc., to the Indenture Trustee, Issuer and
                     Rating Agencies.........................................59

      SECTION 11.5.  Notices to Noteholders; Waiver..........................59

      SECTION 11.6.  Alternate Payment and Notice Provisions.................60

      SECTION 11.7.  Conflict with Trust Indenture Act.......................60

      SECTION 11.8.  Effect of Headings and Table of Contents................61

      SECTION 11.9.  Successors and Assigns..................................61

      SECTION 11.10. Severability............................................61

      SECTION 11.11. Benefits of Indenture...................................61

      SECTION 11.12. Legal Holidays..........................................61

      SECTION 11.13. Governing Law...........................................61

      SECTION 11.14. Counterparts............................................61

      SECTION 11.15. Recording of Indenture..................................61

      SECTION 11.16. Trust Obligation........................................62



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      SECTION 11.17. No Petition.............................................62

      SECTION 11.18. Inspection..............................................62

      SECTION 11.19. Subordination...........................................63



                                  EXHIBITS

EXHIBIT A-1 Form of A-1 Notes
EXHIBIT A-2 Form of A-2 Notes
EXHIBIT A-3 Form of A-3 Notes
EXHIBIT A-4 Form of A-4 Notes
EXHIBIT A-5 Form of Class B Notes
EXHIBIT B   Form of Section 3.9 Officers' Certificates

















                                    -v-

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         INDENTURE dated as of May 1, 2001 between CNH EQUIPMENT TRUST
2001-A, a Delaware business trust (the "Issuer"), and BANK ONE, NATIONAL
ASSOCIATION, a national banking association ("Bank One"), as trustee and
not in its individual capacity (the "Indenture Trustee").

         Each party agrees as follows for the benefit of the other party,
for the equal and ratable benefit of the Holders of the Issuer's 4.035%
Class A-1 Asset Backed Notes (each an "A-1 Note"), Floating Rate Class A-2
Asset Backed Notes (each an "A-2 Note"), Floating Rate Class A-3 Asset
Backed Notes (each an "A-3 Note"), 5.38% Class A-4 Asset Backed Notes (each
an "A-4 Note") and 5.73% Class B Notes (each a "Class B Note"; and together
with the A-1 Notes, the A-2 Notes, the A-3 Notes, and the A-4 Notes, the
"Notes").

                              GRANTING CLAUSE


         The Issuer hereby Grants to Bank One at the Closing Date, as
Indenture Trustee for the benefit of the Holders of the Notes and the
Counterparties, all of the Issuer's right, title and interest in, to and
under the following, whether now existing or hereafter arising or acquired
(collectively, the "Collateral"):

                  (a) the Receivables, 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 or the applicable Subsequent Cutoff
         Date;

                  (b)  the security interests in the Financed Equipment
         granted by Obligors pursuant to the Receivables and any other
         interest of the Issuer in the Financed Equipment;

                  (c)  any proceeds with respect to the Receivables from
         claims on insurance policies covering Financed Equipment or Obligors;

                  (d) the Liquidity Receivables Purchase Agreements (only
         with respect to Case Owned Contracts and NH Owned Contracts
         included in the Receivables) and the Purchase Agreements,
         including the right of the Issuer to cause Case Credit or NH
         Credit, as applicable, to repurchase Receivables from the Seller
         under the circumstances described therein;

                  (e) any proceeds from recourse to Dealers with respect to
         the Receivables other than any interest in the Dealers' reserve
         accounts maintained with Case Credit or NH Credit;


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                  (f) any Financed Equipment that shall have secured a
         Receivable and that shall have been acquired by or on behalf of
         the Trust;

                  (g) all funds on deposit from time to time in the Trust
         Accounts, including the Spread Account Initial Deposit, any
         Principal Supplement Account Deposit, the Negative Carry Account
         Initial Deposit and the Pre-Funded Amount, and in all investments
         and proceeds thereof (including all income thereon);

                  (h) the Sale and Servicing Agreement (including all
         rights of the Seller under the Liquidity Receivables Purchase
         Agreements and the Purchase Agreements assigned to the Issuer
         pursuant to the Sale and Servicing Agreement);

                  (i)  all rights of the Issuer under each Interest Rate
         Swap Agreement;

                  (j) all present and future claims, demands, causes and
         choses in action in respect of any or all of the foregoing and all
         payments on or under and all proceeds of every kind and nature
         whatsoever in respect of any or all of the foregoing, including
         all proceeds of the conversion, voluntary or involuntary, into
         cash or other liquid property, all cash proceeds, accounts,
         accounts receivable, notes, drafts, acceptances, chattel paper,
         checks, deposit accounts, insurance proceeds, condemnation awards,
         rights to payment of any and every kind and other forms of
         obligations and receivables, instruments and other property that
         at any time constitute all or part of or are included in the
         proceeds of any and all of the foregoing; and

                  (k)  any True Lease Equipment that is subject to any
         Receivable.

         The foregoing Grant is made in trust to secure (x) first, the
payment of principal of and interest on, and any other amounts owing in
respect of, the Class A Notes, equally and ratably without prejudice,
priority or distinction, and (y) second, the payment of principal of and
interest on, and any other amounts owing in respect of, the Class B Notes,
equally and ratably without prejudice, priority or distinction, and to
secure compliance with this Indenture.

         Bank One, as Indenture Trustee on behalf of the Noteholders, (1)
acknowledges such Grant, and (2) accepts the trusts under this Indenture in
accordance with this Indenture and agrees to perform its duties required in
this Indenture and the other Basic Documents to which it is a party in
accordance with their terms.



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                                 ARTICLE I
                 Definitions and Incorporation by Reference


         SECTION 1.1. Definitions. Capitalized terms used but not otherwise
defined herein are defined in Appendix A hereto.

         SECTION 1.2. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The
following terms, where used in the TIA, shall have the following meanings
for the purposes hereof:

         "Commission" means the Securities and Exchange Commission.

         "indenture securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Indenture
Trustee.

         "obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

         All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission
rule have the meaning assigned to them by such definitions.

         SECTION 1.3. Rules of Construction. Unless the context otherwise
requires: (i) a term has the meaning assigned to it; (ii) an accounting
term not otherwise defined has the meaning assigned to it in accordance
with generally accepted accounting principles as in effect on the date
hereof; (iii) "or" is not exclusive; (iv) "including" means "including,
without limitation"; and (v) words in the singular include the plural and
words in the plural include the singular.

                                ARTICLE II
                                 The Notes


         SECTION 2.1. Form. The A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and
Class B Notes, together with the Indenture Trustee's certificate of
authentication, shall be in substantially the forms set forth in Exhibits
A-1, A-2, A-3, A-4 and A-5 respectively, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted
by this Indenture, and may have such letters, numbers or other marks of



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identification and such legends or endorsements placed thereon, as may,
consistently herewith, be determined by the officers executing such Notes,
as evidenced by their execution of the Notes. Any portion of the text of
any Note may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Note.

         The Definitive Notes shall be typewritten, printed, lithographed
or engraved or produced by any combination of these methods (with or
without steel engraved borders), all as determined by the officers
executing such Notes, as evidenced by their execution of such Notes.

         Each Note shall be dated the date of its authentication. The terms
of the Notes set forth in Exhibits A-1, A-2, A-3, A-4 and A-5 are part of
the terms of this Indenture.

         SECTION 2.2. Execution, Authentication and Delivery. The Notes shall
be executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

         Notes bearing the manual or facsimile signature of individuals who
were at the time of signature Authorized Officers of the Issuer shall bind
the Issuer, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of
such Notes or did not hold such offices at the date of such Notes.

         The Indenture Trustee shall upon Issuer Order authenticate and
deliver A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and Class B Notes for
original issue in an aggregate principal amount of $135,750,000,
$273,000,000, $212,000,000, $220,750,000 and $38,250,000, respectively. The
Outstanding Amount of A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and Class
B Notes at any time may not exceed such respective amounts except as
provided in Section 2.5.

         Each Note shall be dated the date of its authentication. The Notes
shall be issuable as registered Notes in the minimum denomination of $1,000
and in greater whole-dollar denominations in excess thereof.

         No Note shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate of authentication shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.



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<PAGE>

         SECTION 2.3. Temporary Notes. Pending the preparation of Definitive
Notes, the Issuer may execute, and upon receipt of an Issuer Order, the
Indenture Trustee shall authenticate and deliver, temporary Notes that are
printed, lithographed, typewritten, mimeographed or otherwise produced, of
the tenor of the Definitive Notes in lieu of which they are issued and with
such variations not inconsistent with this Indenture as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.

         If temporary Notes are issued, the Issuer will cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the temporary Notes shall be exchangeable for Definitive
Notes upon surrender of the temporary Notes at the office or agency of the
Issuer to be maintained as provided in Section 3.2, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes,
the Issuer shall execute and the Indenture Trustee shall authenticate and
deliver in exchange therefor a like principal amount of Definitive Notes of
authorized denominations. Until so exchanged, the temporary Notes shall in
all respects be entitled to the same benefits under this Indenture as if
they were Definitive Notes.

         SECTION 2.4. Registration; Registration of Transfer and Exchange.
The Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Notes and the registration of
transfers of Notes. The Indenture Trustee shall be the "Note Registrar" for
the purpose of registering Notes and transfers of Notes as herein provided.
Upon any resignation of any Note Registrar, the Issuer shall promptly
appoint a successor or, if it elects not to make such an appointment,
assume the duties of the Note Registrar.

         If a Person other than the Indenture Trustee is appointed by the
Issuer as the Note Registrar, the Issuer will give the Indenture Trustee
prompt written notice of the appointment of such Note Registrar and of the
location, and any change in the location, of the Note Register, and the
Indenture Trustee shall have the right to inspect the Note Register at all
reasonable times, to obtain copies thereof and to rely upon a certificate
executed on behalf of the Note Registrar by an Executive Officer thereof as
to the names and addresses of the Holders of the Notes and the principal
amounts and number of such Notes.

         Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.2,
if the requirements of Section 8-401(a) of the UCC are met, the Issuer
shall execute, the Indenture Trustee shall authenticate and the Noteholder
shall obtain from the Indenture Trustee, in the name of the designated
transferee or transferees, one or more new Notes in any authorized
denominations of a like aggregate principal amount.




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<PAGE>


         At the option of the Holder, Notes may be exchanged for other new
Notes of the same Class in any authorized denominations of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such
office or agency. Whenever any Notes are so surrendered for exchange, if
the requirements of Section 8-401(a) of the UCC are met, the Issuer shall
execute, the Indenture Trustee shall authenticate and the Noteholder shall
obtain from the Indenture Trustee, the Notes that the Noteholder making the
exchange is entitled to receive.

         All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Issuer, evidencing the same
debt and entitled to the same benefits under this Indenture as the Notes
surrendered upon such registration of transfer or exchange.

         Every Note presented or surrendered for registration of transfer
or exchange shall be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Holder thereof or such Holder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Securities Transfer
Agent's Medallion Program ("STAMP") or such other "signature guarantee
program" as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Exchange Act.

         No service charge shall be made to a Holder for any registration
of transfer or exchange of Notes, but the Issuer may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Notes, other than exchanges pursuant to Section 2.3 or 9.6 not involving
any transfer.

         SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes. If: (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Indenture Trustee
such security or indemnity as may be required by the Indenture Trustee and
the Issuer to hold the Indenture Trustee and the Issuer, respectively,
harmless, then, in the absence of notice to the Issuer, the Note Registrar
or the Indenture Trustee that such Note has been acquired by a bona fide
purchaser, and provided that the requirements of Section 8-405 of the UCC
are met, the Issuer shall execute, and upon its request the Indenture
Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Note, a replacement Note of the
same Class; provided, however, that if any such destroyed, lost or stolen
Note, but not a mutilated Note, shall have become, or within seven days
shall be, due and payable, or shall have been called for redemption,





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instead of issuing a replacement Note, the Issuer may pay such destroyed,
lost or stolen Note when so due or payable or upon the Redemption Date
without surrender thereof. If, after the delivery of such replacement Note
(or payment of a destroyed, lost or stolen Note pursuant to the proviso to
the preceding sentence), a bona fide purchaser of the original Note in lieu
of which such replacement Note was issued presents for payment such
original Note, the Issuer and the Indenture Trustee shall be entitled to
recover such replacement Note (or such payment) from the Person to whom it
was delivered or any Person taking such replacement Note from such Person
to whom such replacement Note was delivered (or payment made) or any
assignee of such Person, except a bona fide purchaser, and shall be
entitled to recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the Issuer or the
Indenture Trustee in connection therewith.

         Upon the issuance of any replacement Note under this Section, the
Issuer may require the payment by the Holder of such Note of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other reasonable expenses (including
the fees and expenses of the Indenture Trustee) connected therewith.

         Every replacement Note issued pursuant to this Section in
replacement of any mutilated, destroyed, lost or stolen Note shall
constitute an original additional contractual obligation of the Issuer,
whether or not the mutilated, destroyed, lost or stolen Note shall be at
any time enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Notes
duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

         SECTION 2.6. Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and
any agent of the Issuer or the Indenture Trustee may treat the Person in
whose name any Note is registered (as of the day of determination) as the
owner of such Note for the purpose of receiving payments of principal of
and interest, if any, on such Note and for all other purposes whatsoever,
whether or not such Note be overdue, and neither the Issuer, the Indenture
Trustee nor any agent of the Issuer or the Indenture Trustee shall be
affected by notice to the contrary.




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<PAGE>

         SECTION 2.7. Payment of Principal and Interest; Defaulted Interest
(a) The A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and Class B Notes shall
accrue interest at the A-1 Note Rate, the A-2 Note Rate, the A-3 Note Rate,
the A-4 Note Rate and the Class B Note Rate, respectively, and such
interest shall be payable on each Payment Date, subject to Section 3.1. Any
installment of interest or principal, if any, payable on any Note that is
punctually paid or duly provided for by the Issuer on the applicable
Payment Date shall be paid to the Person in whose name such Note (or one or
more Predecessor Notes) is registered on the Record Date by check mailed
first-class, postage prepaid, to such Person's address as it appears on the
Note Register on such Record Date. However, unless Definitive Notes have
been issued, with respect to Notes registered on the Record Date in the
name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payment will be made by wire transfer in immediately available
funds to the account designated by such nominee. Notwithstanding the above,
the final installment of principal payable with respect to such Note (and
except for the Redemption Price for any Note called for redemption pursuant
to Section 10.1(a)) shall be payable as provided in clause (b)(ii). The
funds represented by any such checks returned undelivered shall be held in
accordance with Section 3.3.

         (b) (i) The principal of each Note shall be payable in installments
on each Payment Date as provided in this Indenture, and except as provided
below each such installment shall be due and payable only to the extent
that there are funds available to make the payment in accordance with the
Basic Documents. Notwithstanding the foregoing: (A) the entire Outstanding
Amount of each Class of Notes shall be due and payable on the related Class
Final Scheduled Maturity Date, and (B) the entire Outstanding Amount of all
Classes of Notes shall be due and payable, ratably to all Noteholders, on
any date on which an Event of Default shall have occurred and be continuing
if the Indenture Trustee or the Holders of Notes representing not less than
a majority of the Outstanding Amount of the Notes have declared the Notes
to be immediately due and payable in the manner provided in Section 5.2.
All principal payments on each Class of Notes shall be made pro rata to the
Noteholders of that Class.

              (ii)  The Indenture Trustee shall notify the Person in whose
          name a Note is registered at the close of business on the
          Record Date preceding the Payment Date on which the Issuer
          expects that the final installment of principal of and interest
          on such Note will be paid. Such notice shall be mailed no later
          than five days prior to such final Payment Date and shall specify
          that such final installment will be payable only upon
          presentation and surrender of such Note and shall specify the
          place where such Note may be presented and surrendered for
          payment of such installment. Notices in connection with
          redemptions of Notes shall be mailed to Noteholders as provided
          in Section 10.2.



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<PAGE>


         (c) If the Issuer defaults in a payment of interest on the
Notes, the Issuer shall pay, in any lawful manner, defaulted interest (plus
interest on such defaulted interest to the extent lawful) at the applicable
interest rate from the Payment Date for which such payment is in default.
The Issuer may pay such defaulted interest to the Persons who are
Noteholders on a subsequent special record date, which date shall be at
least five Business Days prior to the special payment date. The Issuer
shall fix or cause to be fixed any such special record date and special
payment date, and, at least 15 days before any such special record date,
shall mail to each Noteholder a notice that states the special record date,
the special payment date and the amount of defaulted interest to be paid.

         SECTION 2.8. Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to
any Person other than the Indenture Trustee, be delivered to the Indenture
Trustee and shall be promptly canceled by the Indenture Trustee. The Issuer
may at any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder that the Issuer may have
acquired in any manner whatsoever, and all Notes so delivered shall be
promptly canceled by the Indenture Trustee. No Notes shall be authenticated
in lieu of or in exchange for any Notes canceled as provided in this
Section except as expressly permitted by this Indenture. All canceled Notes
may be held or disposed of by the Indenture Trustee in accordance with its
standard retention or disposal policy as in effect at the time unless the
Issuer shall direct by an Issuer Order that they be returned to it;
provided, that such Issuer Order is timely and the Notes have not been
previously disposed of by the Indenture Trustee.

         SECTION 2.9. Release of Collateral. Subject to Section 11.1 and
the Basic Documents, the Indenture Trustee shall release property from the
Lien of this Indenture only upon receipt of an Issuer Request accompanied
by an Officers' Certificate, an Opinion of Counsel and Independent
Certificates in accordance with TIA ss.ss.314(c) and 314(d)(l), or an
Opinion of Counsel in lieu of such Independent Certificates to the effect
that the TIA does not require any such Independent Certificates.

         SECTION 2.10. Book-Entry Notes. The Notes, upon original issuance,
will be issued in the form of typewritten Notes representing the Book-Entry
Notes, to be delivered to The Depository Trust Company (the initial
Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Such
Notes shall initially be registered on the Note Register in the name of
Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner
of such Note will receive a Definitive Note representing such Note Owner's



                                     9
<PAGE>


interest in such Note, except as provided in Section 2.12. Unless and until
definitive, fully registered Notes (the "Definitive Notes") representing
Notes have been issued to Note Owners:

(i)      this Section shall be in full force and effect;

(ii)     the Note Registrar and the Indenture Trustee may deal with the
         Clearing Agency for all purposes (including the payment of
         principal of and interest on the Notes) as the authorized
         representative of the Note Owners;

(iii)    to the extent that this Section conflicts with any other
         provisions of this Indenture, this Section shall control;

(iv)     the rights of Note Owners shall be exercised only through the
         Clearing Agency and shall be limited to those established by law
         and agreements between such Note Owners and the Clearing Agency
         and/or the Clearing Agency Participants pursuant to the Note
         Depository Agreement. Unless and until Definitive Notes are
         issued, the Clearing Agency will make book-entry transfers among
         the Clearing Agency Participants and receive and transmit payments
         of principal of and interest on the Notes to such Clearing Agency
         Participants; and

(v)      whenever this Indenture requires or permits actions to be taken
         based upon instructions or directions of Holders of Notes
         evidencing a specified percentage of the Outstanding Amount of the
         Notes (or a Class of Notes), the Clearing Agency shall be deemed
         to represent such percentage only to the extent that it has
         received instructions to such effect from Note Owners and/or
         Clearing Agency Participants owning or representing, respectively,
         such required percentage of the beneficial interest in the Notes
         (or Class of Notes) and has delivered such instructions to the
         Indenture Trustee.

         SECTION 2.11. Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless
and until Definitive Notes have been issued to Note Owners, the Indenture
Trustee shall give all such notices and communications to the Clearing
Agency.

         SECTION 2.12. Definitive Notes. If: (i) the Administrator advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing
or able to properly discharge its responsibilities with respect to the
Notes, and the Administrator is unable to locate a qualified successor,
(ii) the Administrator at its option advises the Indenture Trustee in
writing that it elects to terminate the book-entry system through the
Clearing Agency or (iii) after the occurrence of an Event of Default or a
Servicer Default, Note Owners representing beneficial interests aggregating
at least a majority of the Outstanding Amount of the Notes advise the




                                    10
<PAGE>

Clearing Agency in writing that the continuation of a book-entry system
through the Clearing Agency is no longer in the best interests of the Note
Owners, then the Clearing Agency has undertaken to notify all Note Owners
and the Indenture Trustee of the occurrence of any such event and of the
availability of Definitive Notes to Note Owners requesting the same. Upon
surrender to the Indenture Trustee of the typewritten Notes representing
the Book-Entry Notes by the Clearing Agency, accompanied by registration
instructions, the Issuer shall execute, and the Indenture Trustee shall
authenticate, the Definitive Notes in accordance with the instructions of
the Clearing Agency. None of the Issuer, the Note Registrar or the
Indenture Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Notes, the
Indenture Trustee shall recognize the Holders of the Definitive Notes as
Noteholders.

         SECTION 2.13. Tax Treatment. It is the intent of the Seller, the
Servicer, the Noteholders and the Note Owners that, for purposes of Federal
and State income tax and any other tax measured in whole or in part by
income, until the Certificates are held by other than the Seller, the Trust
be disregarded as an entity separate from the Seller and the Notes be
treated as debt of the Seller. At such time that the Certificates are held
by more than one Person, it is the intent of the Seller, the Servicer, the
Noteholders and the Note Owners that, for such tax purposes, the Trust be
treated as a partnership and the Notes be treated as debt of the Trust.
Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of
a Note Owner, a beneficial interest in a Note, agrees to treat, and to take
no action inconsistent with the treatment of, the Notes for such tax
purposes as provided in this Section 2.13.


                                ARTICLE III
                                 Covenants


         SECTION 3.1. Payment of Principal and Interest. The Issuer will
duly and punctually pay the principal and interest, if any, on the Notes in
accordance with the terms of the Notes and this Indenture. Without limiting
the foregoing, subject to Section 8.2(c), the Issuer will cause to be
distributed all amounts on deposit in the Note Distribution Account on a
Payment Date deposited therein for the benefit of the Notes pursuant to the
Sale and Servicing Agreement to Holders of the Notes. Amounts properly
withheld under the Code or any applicable State law by any Person from a
payment to any Noteholder of interest and/or principal shall be considered
as having been paid by the Issuer to such Noteholder for all purposes of
this Indenture.




                                    11
<PAGE>

         SECTION 3.2. Maintenance of Office or Agency. The Issuer will maintain
in the Borough of Manhattan, The City of New York, an office or agency where
Notes may be surrendered for registration of transfer or exchange, and
where notices and demands to or upon the Issuer in respect of the Notes and
this Indenture may be served. The Issuer hereby initially appoints the
Indenture Trustee to serve as its agent for the foregoing purposes. The
Issuer will give prompt written notice to the Indenture Trustee of the
location, and of any change in the location, of any such office or agency.
If at any time the Issuer shall fail to maintain any such office or agency
or shall fail to furnish the Indenture Trustee with the address thereof,
such surrenders, notices and demands may be made or served at the Corporate
Trust Office, and the Issuer hereby appoints the Indenture Trustee as its
agent to receive all such surrenders, notices and demands.

         SECTION 3.3. Money for Payments To Be Held in Trust. As provided in
Section 8.2(a) and (b), all payments of amounts due and payable with
respect to any Notes that are to be made from amounts withdrawn from the
Collection Account and the Note Distribution Account pursuant to Section
8.2(c) shall be made on behalf of the Issuer by the Indenture Trustee or by
another Paying Agent, and no amounts so withdrawn from the Collection
Account and the Note Distribution Account for payments of Notes shall be
paid over to the Issuer except as provided in this Section.

         On or before each Payment Date and Redemption Date, the Issuer
shall deposit or cause to be deposited in the Note Distribution Account an
aggregate sum sufficient to pay the amounts then becoming due under the
Notes, such sum to be held in trust for the benefit of the Persons entitled
thereto and (unless the Paying Agent is the Indenture Trustee) shall
promptly notify the Indenture Trustee of its action or failure so to act.

         Any Paying Agent shall be appointed by Issuer Order with written
notice thereof to the Indenture Trustee. Any Paying Agent appointed by the
Issuer shall be a Person who would be eligible to be Indenture Trustee
hereunder as provided in Section 6.11. The Issuer shall not appoint any
Paying Agent (other than the Indenture Trustee) which is not, at the time
of such appointment, a depository institution or trust company, including
the Indenture Trustee, that (a) is incorporated under the laws of the
United States of America or any State thereof, (b) is subject to
supervision and examination by federal or state banking authorities and (c)
has outstanding unsecured commercial paper or other short-term unsecured
debt obligations that are rated "A-1+" by Standard & Poor's or "Prime-1" by
Moody's (or its equivalent).





                                    12
<PAGE>

         The Issuer will cause each Paying Agent other than the Indenture
Trustee to execute and deliver to the Indenture Trustee an instrument in
which such Paying Agent shall agree with the Indenture Trustee (and if the
Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to
the provisions of this Section, that such Paying Agent will:

(i)      hold all sums held by it for the payment of amounts due with
         respect to the Notes in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such Persons or
         otherwise disposed of as herein provided and pay such sums to such
         Persons as herein provided;

(ii)     give the Indenture Trustee notice of any default by the Issuer (or
         any other obligor upon the Notes) of which it has actual knowledge
         in the making of any payment required to be made with respect to
         the Notes;

(iii)    at any time during the continuance of any such default, upon the
         written request of the Indenture Trustee, forthwith pay to the
         Indenture Trustee all sums so held in trust by such Paying Agent;

(iv)     immediately resign as a Paying Agent and forthwith pay to the
         Indenture Trustee all sums held by it in trust for the payment of
         Notes if at any time it ceases to meet the standards required to
         be met by a Paying Agent; and

(v)      comply with all requirements of the Code and any applicable State
         law with respect to the withholding from any payments made by it
         on any Notes of any applicable withholding taxes imposed thereon
         and with respect to any applicable reporting requirements in
         connection therewith.

         The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by
Issuer Order, direct any Paying Agent to pay to the Indenture Trustee all
sums held in trust by such Paying Agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which the sums were
held by such Paying Agent; and upon such payment by any Paying Agent to the
Indenture Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

         Subject to applicable laws with respect to escheat of funds, any
money held by the Indenture Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed
for two years after such amount has become due and payable shall be
discharged from such trust and be paid to the Issuer on Issuer Request; and
the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Issuer for payment thereof (but only to the extent of the
amounts so paid to the Issuer), and all liability of the Indenture Trustee
or such Paying Agent with respect to such trust money shall thereupon




                                    13
<PAGE>

cease; provided, however, that the Indenture Trustee or such Paying Agent,
before being required to make any such repayment, shall at the expense and
direction of the Issuer cause to be published once, in a newspaper
published in the English language, customarily published on each Business
Day and of general circulation in The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the
Issuer. The Indenture Trustee shall also adopt and employ, at the expense
of the Issuer, any other reasonable means of notification of such repayment
(including mailing notice of such repayment to Holders whose Notes have
been called but have not been surrendered for redemption or whose right to
or interest in moneys due and payable but not claimed is determinable from
the records of the Indenture Trustee or of any Paying Agent, at the last
address of record for each such Holder).

         SECTION 3.4. Existence. The Issuer will keep in full effect its
existence, rights and franchises as a business trust under the laws of the
jurisdiction of its organization and will obtain and preserve its
qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.

         SECTION 3.5. Protection of the Trust Estate. The Issuer will from time
to time execute and deliver all such supplements and amendments hereto and all
such financing statements, continuation statements, instruments of further
assurance and other instruments, and will take such other action necessary
or advisable to:

(i)      maintain or preserve the Lien and security interest (and the
         priority thereof) of this Indenture or
         carry out more effectively the purposes hereof;

(ii)     perfect, publish notice of or protect the validity of any Grant
         made or to be made by this Indenture;

(iii)    enforce any of the Collateral; or

(iv)     preserve and defend title to the Trust Estate and the rights of
         the Indenture Trustee and the Noteholders in such Trust Estate
         against the claims of all Persons.



                                    14
<PAGE>

The Issuer hereby designates the Indenture Trustee as its agent and
attorney-in-fact to execute any financing statement, continuation
statement, instrument of further assurance or other instrument required to
be executed to accomplish the foregoing.

         SECTION 3.6. Opinions as to the Trust Estate. (a) On the Closing Date,
the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken
with respect to the recording and filing of this Indenture, any indentures
supplemental hereto and any other requisite documents, and with respect to
the execution and filing of any financing statements and continuation
statements, as are necessary to perfect and make effective the Lien and
security interest created by this Indenture and reciting the details of
such action, or stating that, in the opinion of such counsel, no such
action is necessary to make such Lien and security interest effective.

         (b) On or before April 30 in each calendar year, the Issuer shall
furnish to the Indenture Trustee an Opinion of Counsel either stating that,
in the opinion of such counsel, such action has been taken with respect to
the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents, and with
respect to the execution and filing of any financing statements and
continuation statements, as is necessary to maintain the Lien and security
interest of this Indenture and reciting the details of such action, or
stating that in the opinion of such counsel no such action is necessary to
maintain such Lien and security interest. Such Opinion of Counsel shall
also describe the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite
documents, and the execution and filing of any financing statements and
continuation statements, that will, in the opinion of such counsel, be
required to maintain the Lien and security interest of this Indenture until
April 30 in the following calendar year.

         SECTION 3.7. Performance of Obligations; Servicing of Receivables.
(a) The Issuer will not take any action and will use its best efforts not
to permit any action to be taken by others that would release any Person
from any material covenants or obligations under any instrument or
agreement included in the Trust Estate or that would result in the
amendment, hypothecation, subordination, termination or discharge of, or
impair the validity or effectiveness of, any such instrument or agreement,
except as expressly provided in this Indenture, the Sale and Servicing
Agreement or such other instrument or agreement.




                                    15
<PAGE>

         (b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such
duties by a Person identified to the Indenture Trustee in an Officers'
Certificate of the Issuer shall be deemed to be action taken by the Issuer.
Initially, the Issuer has contracted with the Servicer and the
Administrator to assist the Issuer in performing its duties under this
Indenture.

         (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Basic
Documents and in the instruments and agreements included in the Trust
Estate, including filing or causing to be filed all UCC financing
statements and continuation statements required to be filed by this
Indenture and the Sale and Servicing Agreement in accordance with and
within the time periods provided for herein and therein. Except as
otherwise expressly provided therein, the Issuer shall not waive, amend,
modify, supplement or terminate any Basic Document or any provision thereof
without the consent of the Indenture Trustee or the Holders of at least a
majority of the Outstanding Amount of the Notes.

         (d) If the Issuer shall have knowledge of the occurrence of a
Servicer Default, the Issuer shall promptly notify the Indenture Trustee
and the Rating Agencies thereof, and shall specify in such notice the
action, if any, the Issuer is taking with respect to such default. If a
Servicer Default shall arise from the failure of the Servicer to perform
any of its duties or obligations under the Sale and Servicing Agreement
with respect to the Receivables, the Issuer shall take all reasonable steps
available to it to remedy such failure.

         (e) As promptly as possible after the giving of notice of termination
to the Servicer of the Servicer's rights and powers pursuant to Section 8.1 of
the Sale and Servicing Agreement, the Issuer shall appoint a successor
servicer (the "Successor Servicer"), and such Successor Servicer shall
accept its appointment by a written assumption in a form acceptable to the
Indenture Trustee. In the event that a Successor Servicer has not been
appointed and accepted its appointment at the time when the previous
Servicer ceases to act as Servicer, the Indenture Trustee without further
action shall automatically be appointed the Successor Servicer. The
Indenture Trustee may resign as the Servicer by giving written notice of
such resignation to the Issuer and in such event will be released from such
duties and obligations, such release not to be effective until the date a
Successor Servicer enters into a servicing agreement with the Issuer as
provided below. Upon delivery of any such notice to the Issuer, the Issuer
shall obtain a new servicer as the Successor Servicer under the Sale and
Servicing Agreement. Any Successor Servicer other than the Indenture



                                    16
<PAGE>

Trustee shall: (i) be an established financial institution having a net
worth of not less than $50,000,000 and whose regular business includes the
servicing of receivables and (ii) enter into a servicing agreement with the
Issuer having substantially the same provisions as the provisions of the
Sale and Servicing Agreement applicable to the Servicer. If within 30 days
after the delivery of the notice referred to above, the Issuer shall not
have obtained such a Successor Servicer, the Indenture Trustee may appoint,
or may petition a court of competent jurisdiction to appoint, a Successor
Servicer. In connection with any such appointment, the Indenture Trustee
may make such arrangements for the compensation of such Successor Servicer
as it and such Successor Servicer shall agree, subject to the limitations
set forth below and in the Sale and Servicing Agreement, and in accordance
with Section 8.2 of the Sale and Servicing Agreement, the Issuer shall
enter into an agreement with such Successor Servicer for the servicing of
the Receivables (such agreement to be in form and substance satisfactory to
the Indenture Trustee). If the Indenture Trustee shall succeed to the
previous Servicer's duties as servicer of the Receivables as provided
herein, it shall do so in its individual capacity and not in its capacity
as Indenture Trustee and, accordingly, the provisions of Article VI shall
be inapplicable to the Indenture Trustee in its duties as the Successor
Servicer and the servicing of the Receivables. In case the Indenture
Trustee shall become the Successor Servicer under the Sale and Servicing
Agreement, the Indenture Trustee shall be entitled to act through or
appoint as Servicer any one of its Affiliates; provided, that it shall be
fully liable for the actions and omissions of such Affiliate in its
capacity as Successor Servicer.

         (f) Upon any termination of the Servicer's rights and powers pursuant
to the Sale and Servicing Agreement, the Issuer shall promptly notify the
Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer
shall notify the Indenture Trustee of such appointment, specifying in such
notice the name and address of such Successor Servicer.

         (g) Without derogating from the absolute nature of the assignment
Granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees that it will not, without
the prior written consent of the Indenture Trustee or the Holders of at
least a majority of the Outstanding Amount, amend, modify, waive,
supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of
any Collateral (except to the extent otherwise provided in the Sale and
Servicing Agreement) or the Basic Documents, or waive timely performance or
observance by the Servicer or the Seller under the Sale and Servicing
Agreement or Case Credit and NH Credit, as applicable, under the Purchase
Agreements; provided, however, that no such amendment shall: (i) increase
or reduce in any manner the amount of, or accelerate or delay the timing
of, distributions that are required to be made for the benefit of the
Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are
required to consent to any such amendment, in either case without the
consent of the Holders of all the Outstanding Notes. If any such amendment,
modification, supplement or waiver shall be so consented to by the



                                    17
<PAGE>

Indenture Trustee or such Holders, the Issuer agrees, promptly following a
request by the Indenture Trustee to do so, to execute and deliver, in its
own name and at its own expense, such agreements, instruments, consents and
other documents as the Indenture Trustee may deem necessary or appropriate
in the circumstances.

         SECTION 3.8. Negative Covenants. So long as any Notes are Outstanding,
the Issuer shall not:

(i)      except as expressly permitted by this Indenture, the Purchase
         Agreements or the Sale and Servicing Agreement, sell, transfer,
         exchange or otherwise dispose of any of the properties or assets
         of the Issuer, including those included in the Trust Estate,
         unless directed to do so by the Indenture Trustee;

(ii)     claim any credit on, or make any deduction from the principal or
         interest payable in respect of, the Notes (other than amounts
         properly withheld from such payments under the Code or applicable
         State law) or assert any claim against any present or former
         Noteholder by reason of the payment of the taxes levied or
         assessed upon any part of the Trust Estate; or

(iii)    (A) permit the validity or effectiveness of this Indenture to be
         impaired, or permit the Lien of this Indenture to be amended,
         hypothecated, subordinated, terminated or discharged, or permit
         any Person to be released from any covenants or obligations with
         respect to the Notes under this Indenture except as may be
         expressly permitted hereby, (B) permit any Lien (other than the
         Lien of this Indenture) to be created on or extend to or
         otherwise arise upon or burden the Trust Estate or any part
         thereof or any interest therein or the proceeds thereof or (C)
         permit the Lien of this Indenture not to constitute a valid first
         priority (other than with respect to any tax lien, mechanics'
         lien or other lien not considered a Lien) security interest in
         the Trust Estate.

         SECTION 3.9. Annual Statement as to Compliance. The Issuer will
deliver to the Indenture Trustee, within 120 days after the end of
each fiscal year of the Issuer (commencing with the fiscal year 2001), an
Officers' Certificate, substantially in the form of Exhibit B, stating
that:

(i)      a review of the activities of the Issuer during such year and of
         performance under this Indenture has been made under such
         Authorized Officers' supervision; and




                                    18
<PAGE>

(ii)     to the best of such Authorized Officers' knowledge, based on such
         review, the Issuer has complied with all conditions and covenants
         under this Indenture throughout such year or, if there has been a
         default in the compliance of any such condition or covenant,
         specifying each such default known to such Authorized Officers and
         the nature and status thereof.

         SECTION 3.10. Issuer May Consolidate, etc., Only on Certain Terms.
(a)  The Issuer shall not consolidate or merge with or into any other Person,
unless:

(i)      the Person (if other than the Issuer) formed by or surviving such
         consolidation or merger shall be a Person organized and existing
         under the laws of the United States of America or any State and
         shall expressly assume, by an indenture supplemental hereto,
         executed and delivered to the Indenture Trustee, in form
         satisfactory to the Indenture Trustee, the due and punctual
         payment of the principal of and interest on all Notes and the
         performance or observance of every agreement and covenant of this
         Indenture on the part of the Issuer to be performed or observed,
         all as provided herein;

(ii)     immediately after giving effect to such transaction, no Default or
         Event of Default shall have occurred and be continuing;

(iii)    the Rating Agency Condition shall have been satisfied with respect
         to such transaction;

(iv)     the Issuer shall have received an Opinion of Counsel (and shall
         have delivered copies thereof to the Indenture Trustee) to the
         effect that such transaction will not have any material adverse
         tax consequence to the Issuer, any Noteholder or any
         Certificateholder;

(v)      any action that is necessary to maintain the Lien and security
         interest created by this Indenture shall have been taken; and

(vi)     the Issuer shall have delivered to the Indenture Trustee an
         Officers' Certificate and an Opinion of Counsel each stating that
         such consolidation or merger and such supplemental indenture
         comply with this Article III and that all conditions precedent
         herein provided for relating to such transaction have been
         complied with (including any filing required by the Exchange Act).




                                    19
<PAGE>

(b) The Issuer shall not convey or transfer any of its properties or
assets, including those included in the Trust Estate, to any Person,
unless:

(i)       the Person that acquires by conveyance or transfer the properties
          and assets of the Issuer the conveyance or transfer of which is
          hereby restricted shall: (A) be a United States citizen or a
          Person organized and existing under the laws of the United States
          of America or any State, (B) expressly assumes, by an indenture
          supplemental hereto, executed and delivered to the Indenture
          Trustee, in form satisfactory to the Indenture Trustee, the due
          and punctual payment of the principal of and interest on all
          Notes and the performance or observance of every agreement and
          covenant of this Indenture on the part of the Issuer to be
          performed or observed, all as provided herein, (C) expressly
          agrees by means of such supplemental indenture that all right,
          title and interest so conveyed or transferred shall be subject
          and subordinate to the rights of Holders of the Notes, (D) unless
          otherwise provided in such supplemental indenture, expressly
          agrees to indemnify, defend and hold harmless the Issuer against
          and from any loss, liability or expense arising under or related
          to this Indenture and the Notes and (E) expressly agrees by means
          of such supplemental indenture that such Person (or if a group of
          Persons, then one specified Person) shall make all filings with
          the Commission (and any other appropriate Person) required by the
          Exchange Act in connection with the Notes;

(ii)     immediately after giving effect to such transaction, no Default or
         Event of Default shall have occurred and be continuing;

(iii)    the Rating Agency Condition shall have been satisfied with respect
         to such transaction;

(iv)     the Issuer shall have received an Opinion of Counsel (and shall
         have delivered copies thereof to the Indenture Trustee) to the
         effect that such transaction will not have any material adverse
         tax consequence to the Issuer, any Noteholder or any
         Certificateholder;

(v)      any action that is necessary to maintain the Lien and security
         interest created by this Indenture shall have been taken; and

(vi)     the Issuer shall have delivered to the Indenture Trustee an
         Officers' Certificate and an Opinion of Counsel each stating that
         such conveyance or transfer and such supplemental indenture comply
         with this Article and that all conditions precedent herein
         provided for relating to such transaction have been complied with
         (including any filing required by the Exchange Act).




                                    20
<PAGE>

         SECTION 3.11. Successor or Transferee. (a) Upon any consolidation
or merger of the Issuer in accordance with Section 3.10(a), the Person
formed by or surviving such consolidation or merger (if other than the
Issuer) shall succeed to, and be substituted for, and may exercise every
right and power of, the Issuer under this Indenture with the same effect as
if such Person had been named as the Issuer herein.

         (b) Upon a conveyance or transfer of all the assets and properties
of the Issuer pursuant to Section 3.10(b), the Issuer will be released
from every covenant and agreement of this Indenture to be observed or
performed on the part of the Issuer with respect to the Notes immediately
upon the delivery of written notice to the Indenture Trustee stating that
the Issuer is to be so released.

         SECTION 3.12. No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing of
the Receivables in the manner contemplated by this Indenture and the Basic
Documents and activities incidental thereto.

         SECTION 3.13. No Borrowing.  The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for
any indebtedness except for the Notes.

         SECTION 3.14. Servicer's Obligations.  The Issuer shall cause the
Servicer to comply with Sections 4.8, 4.9, 4.10, 4.11 and 5.9 of the Sale
and Servicing Agreement.

         SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities.
Except as contemplated by the Sale and Servicing Agreement or this
Indenture, the Issuer shall not make any loan or advance or credit to, or
guarantee (directly or indirectly or by an instrument having the effect of
assuring another's payment or performance on any obligation or capability
of so doing or otherwise), endorse or otherwise become contingently liable,
directly or indirectly, in connection with the obligations, stocks or
dividends of, or own, purchase, repurchase or acquire (or agree
contingently to do so) any stock, obligations, assets or securities of, or
any other interest in, or make any capital contribution to, any other
Person.

         SECTION 3.16. Capital Expenditures.  The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

         SECTION 3.17. Removal of Administrator. So long as any Notes are
Outstanding, the Issuer shall not remove the Administrator without cause
unless the Rating Agency Condition shall have been satisfied in connection
with such removal.





                                    21
<PAGE>

         SECTION 3.18. Restricted Payments. The Issuer shall not, directly or
indirectly: (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a
combination thereof, to the Trustee or any owner of a beneficial interest
in the Issuer or otherwise with respect to any ownership or equity interest
or security in or of the Issuer or to the Servicer or the Administrator,
(ii) redeem, purchase, retire or otherwise acquire for value any such
ownership or equity interest or security or (iii) set aside or otherwise
segregate any amounts for any such purpose; provided, however, that the
Issuer may make, or cause to be made, distributions to the Servicer, the
Trustee, the Certificateholders and the Administrator as contemplated by,
and to the extent funds are available for such purpose under, the Sale and
Servicing Agreement. The Issuer will not, directly or indirectly, make
payments to or distributions from the Collection Account except in
accordance with this Indenture and the Basic Documents.

         SECTION 3.19. Notice of Events of Default. The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each
Event of Default hereunder, each default on the part of the Servicer or the
Seller of its obligations under the Sale and Servicing Agreement, each
default on the part of Case Credit of its obligations under the Case
Purchase Agreement and each default on the part of NH Credit of its
obligations under the NH Purchase Agreement.

         SECTION 3.20. Further Instruments and Acts. Upon request of the
Indenture Trustee, the Issuer will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.


                                ARTICLE IV
                         Satisfaction and Discharge


SECTION 4.1. Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect with respect to the Notes except as to: (i)
rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections
3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and
immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.7 and the obligations of the Indenture
Trustee under Section 4.2) and (vi) the rights of Noteholders as



                                    22
<PAGE>

beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee,
on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Notes, when:

         (A)  either:

                (1) all Notes theretofore authenticated and delivered
          (other than: (i) Notes that have been destroyed, lost or stolen
          and that have been replaced or paid as provided in Section 2.5
          and (ii) Notes for whose payment money has theretofore been
          deposited in trust or segregated and held in trust by the Issuer
          and thereafter repaid to the Issuer or discharged from such
          trust, as provided in Section 3.3) have been delivered to the
          Indenture Trustee for cancellation; or

                (2) all Notes not theretofore delivered to the Indenture
          Trustee for cancellation:

                (i)   have become due and payable,

                (ii)  will become due and payable on the Final Scheduled
                      Maturity Date within one year, or

                (iii) are to be called for redemption within
                      one year under arrangements satisfactory to the
                      Indenture Trustee for the giving of notice of redemption
                      by the Indenture Trustee in the name, and at the
                      expense, of the Issuer,

           and the Issuer, in the case of clause (2)(i), (ii) or
          (iii), has irrevocably deposited or caused to be irrevocably
          deposited with the Indenture Trustee cash or direct obligations
          of or obligations guaranteed by the United States of America
          (which will mature prior to the date such amounts are payable),
          in trust for such purpose, in an amount sufficient to pay and
          discharge the entire indebtedness on such Notes not theretofore
          delivered to the Indenture Trustee for cancellation when due to
          the Final Scheduled Maturity Date or Redemption Date (if Notes
          shall have been called for redemption pursuant to Section
          10.1(a)), as the case may be;



                                    23
<PAGE>

          (B) the Issuer has paid or caused to be paid all other sums payable
          hereunder by the Issuer; and

          (C) the Issuer has delivered to the Indenture Trustee an
          Officers' Certificate, an Opinion of Counsel and (if required by
          the TIA or the Indenture Trustee) an Independent Certificate from
          a firm of certified public accountants, each meeting the
          applicable requirements of Section 11.1(a) and, subject to
          Section 11.2, each stating that all conditions precedent herein
          provided for relating to the satisfaction and discharge of this
          Indenture have been complied with.

         SECTION 4.2. Application of Trust Money. All moneys deposited with
the Indenture Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent, as
the Indenture Trustee may determine, to the Holders of the particular Notes
for the payment or redemption of which such moneys have been deposited with
the Indenture Trustee, of all sums due and to become due thereon for
principal and interest; but such moneys need not be segregated from other
funds except to the extent required herein or in the Sale and Servicing
Agreement or as required by law.

         SECTION 4.3. Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to
the Notes, all moneys then held by any Paying Agent other than the
Indenture Trustee under this Indenture with respect to such Notes shall,
upon demand of the Issuer, be paid to the Indenture Trustee to be held and
applied according to Section 3.3, and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.


                                 ARTICLE V
                                  Remedies

         SECTION 5.1. Events of Default. "Event of Default", wherever used
herein, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative
or governmental body):

(i)      default in the payment of any interest on any Note when the same
         becomes due and payable, and such default shall continue for a
         period of five days;




                                    24
<PAGE>


(ii)     default in the payment of the principal of any Note when the same
         becomes due and payable;

(iii)    default in the observance or performance of any covenant or
         agreement of the Issuer made in this Indenture (other than a
         covenant or agreement a default in the observance or performance
         of which is elsewhere in this Section specifically dealt with), or
         any representation or warranty of the Issuer made in this
         Indenture or in any certificate or other writing delivered
         pursuant hereto or in connection herewith proving to have been
         incorrect in any material respect as of the time when the same
         shall have been made, and such default shall continue or not be
         cured, or the circumstance or condition in respect of which such
         misrepresentation or warranty was incorrect shall not have been
         eliminated or otherwise cured, for a period of 30 days after there
         shall have been given, by registered or certified mail, to the
         Issuer by the Indenture Trustee or to the Issuer and the Indenture
         Trustee by the Holders of at least 25% of the Outstanding Amount
         of the Notes, a written notice specifying such default or
         incorrect representation or warranty and requiring it to be
         remedied and stating that such notice is a notice of Default
         hereunder;

(iv)     the filing of a decree or order for relief by a court having
         jurisdiction in the premises in respect of the Issuer or any
         substantial part of the Trust Estate in an involuntary case under
         any applicable Federal or State bankruptcy, insolvency or other
         similar law now or hereafter in effect, or appointing a receiver,
         liquidator, assignee, custodian, trustee, sequestrator or similar
         official of the Issuer or for any substantial part of the Trust
         Estate, or ordering the winding-up or liquidation of the Issuer's
         affairs, and such decree or order shall remain unstayed and in
         effect for a period of 60 consecutive days; or

(v)      the commencement by the Issuer of a voluntary case under any
         applicable Federal or State bankruptcy, insolvency or other
         similar law now or hereafter in effect, or the consent by the
         Issuer to the entry of an order for relief in an involuntary case
         under any such law, or the consent by the Issuer to the
         appointment or taking possession by a receiver, liquidator,
         assignee, custodian, trustee, sequestrator or similar official of
         the Issuer or for any substantial part of the Trust Estate, or the
         making by the Issuer of any general assignment for the benefit of
         creditors, or the failure by the Issuer generally to pay its debts
         as such debts become due, or the taking of action by the Issuer in
         furtherance of any of the foregoing.


                             25
<PAGE>

         The Issuer shall deliver to the Indenture Trustee, within five
days after the Issuer or the Administrator obtains actual knowledge
thereof, written notice in the form of an Officers' Certificate of any
event that, with the giving of notice or the lapse of time or both, would
become an Event of Default under clause (iii), its status and what action
the Issuer is taking or proposes to take with respect thereto.

         SECTION 5.2. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default should occur and be continuing, then and in every such
case the Indenture Trustee or the Holders of Notes representing not less
than a majority of the Outstanding Amount may declare all the Notes to be
immediately due and payable, by a notice in writing to the Issuer (and to
the Indenture Trustee if given by Noteholders), and upon any such
declaration the Outstanding Amount, together with accrued and unpaid
interest thereon through the date of acceleration, shall become immediately
due and payable.

         At any time after such declaration of acceleration of maturity has
been made and before a judgment or decree for payment of the money due has
been obtained by the Indenture Trustee as hereinafter in this Article V
provided, the Holders of Notes representing not less than a majority of the
Outstanding Amount, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:

(i)      the Issuer has paid or deposited with the Indenture Trustee a sum
         sufficient to pay:

         (A)      all payments of principal of and interest on all Notes
                  and all other amounts that would then be due hereunder or
                  upon such Notes if the Event of Default giving rise to
                  such acceleration had not occurred; and

         (B)      all sums paid or advanced by the Indenture Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Indenture Trustee and
                  its agents and counsel; and

(ii)     all Events of Default, other than the nonpayment of the principal
         of the Notes that has become due solely by such acceleration, have
         been cured or waived as provided in Section 5.12.

         No such rescission shall affect any subsequent default or impair
any right consequent thereto.

         SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if an Event of Default
described in Section 5.1(i) or (ii) occurs, the Issuer will, upon demand of
the Indenture Trustee, pay to it, for the benefit of the Holders of Notes,
the whole amount then due and payable on such Notes for principal and
interest, with interest upon the overdue principal at the applicable
interest rate, and, to the extent payment at such rate of interest shall be
legally enforceable, upon overdue installments of interest, at the

                                26
<PAGE>

applicable interest rate, and in addition thereto such further amount as
shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances
of the Indenture Trustee and its agents and counsel.

         (b) In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an
express trust, may institute a Proceeding for the collection of the sums so
due and unpaid, and may prosecute such Proceeding to judgment or final
decree, and may enforce the same against the Issuer or other obligor upon
such Notes and collect in the manner provided by law out of the property of
the Issuer or other obligor upon such Notes, wherever situated, the moneys
adjudged or decreed to be payable.

         (c) In case an Event of Default occurs and is continuing, the
Indenture Trustee may, as more particularly provided in Section 5.4, in its
discretion, proceed to protect and enforce its rights and the rights of the
Noteholders, by such appropriate Proceedings as the Indenture Trustee shall
deem most effective to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other
proper remedy or legal or equitable right vested in the Indenture Trustee
by this Indenture or by law.

         (d) In case there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, Proceedings under Title 11 of the United
States Code or any other applicable Federal or State bankruptcy, insolvency
or other similar law, or in case a receiver, assignee, trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official
shall have been appointed for or taken possession of the Issuer or its
property or such other obligor or Person, or in case of any other
comparable judicial Proceedings relative to the Issuer or other obligor
upon the Notes, or to the creditors or property of the Issuer or such other
obligor, the Indenture Trustee, irrespective of whether the principal of
any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee
shall have made any demand pursuant to this Section, shall be entitled and
empowered, by intervention in such proceedings or otherwise:

(i)      to file and prove a claim or claims for the whole amount of
         principal and interest owing and unpaid in respect of the Notes
         and to file such other papers or documents as may be necessary or
         advisable in order to have the claims of the Indenture Trustee
         (including any claim for reasonable compensation to the Indenture
         Trustee and each predecessor Indenture Trustee, and their

                                   27
<PAGE>

         respective agents, attorneys and counsel, and for reimbursement of
         all expenses and liabilities incurred, and all advances made, by
         the Indenture Trustee and each predecessor Indenture Trustee,
         except as a result of negligence or bad faith) and of the
         Noteholders allowed in such Proceedings;

(ii)     unless prohibited by applicable law or regulations, to vote on
         behalf of the Holders of the Notes in any election of a trustee, a
         standby trustee or any Person performing similar functions in any
         such Proceedings;

(iii)    to collect and receive any moneys or other property payable or
         deliverable on any such claims and to distribute all amounts
         received with respect to the claims of the Noteholders and of the
         Indenture Trustee on their behalf; and

(iv)     to file such proofs of claim and other papers or documents as may
         be necessary or advisable in order to have the claims of the
         Indenture Trustee or the Holders of Notes allowed in any judicial
         Proceedings relative to the Issuer, its creditors and its
         property;

and any trustee, receiver, liquidator, assignee, custodian, sequestrator or
other similar official in any such Proceeding is hereby authorized by each
of such Noteholders to make payments to the Indenture Trustee, and, in the
event that the Indenture Trustee shall consent to the making of payments
directly to such Noteholders, to pay to the Indenture Trustee such amounts
as shall be sufficient to cover reasonable compensation to the Indenture
Trustee, each predecessor Indenture Trustee and their respective agents,
attorneys and counsel, and all other expenses and liabilities incurred, and
all advances made, by the Indenture Trustee and each predecessor Indenture
Trustee except as a result of negligence or bad faith.

         (e) Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt
on behalf of any Noteholder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder
thereof or to authorize the Indenture Trustee to vote in respect of the
claim of any Noteholder in any such proceeding except, as aforesaid, to
vote for the election of a trustee in bankruptcy or similar Person.



                                    28
<PAGE>

         (f) All rights of action and of asserting claims under this Indenture,
or under any of the Notes, may be enforced by the Indenture Trustee without
the possession of any of the Notes or the production thereof in any trial
or other Proceedings relative thereto, and any such action or Proceedings
instituted by the Indenture Trustee shall be brought in its own name and as
trustee of an express trust, and any recovery of judgment, subject to the
payment of the expenses, disbursements and compensation of the Indenture
Trustee, each predecessor Indenture Trustee and their respective agents and
attorneys, shall be for the ratable benefit of the Holders of the Notes.

         (g) In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture
to which the Indenture Trustee shall be a party), the Indenture Trustee
shall be held to represent all the Holders of the Notes, and it shall not
be necessary to make any Noteholder a party to any such Proceedings.

         SECTION 5.4. Remedies; Priorities. (a) If an Event of Default shall
have occurred and be continuing, the Indenture Trustee may do one or more of
the following (subject to Section 5.5):

(i)      institute Proceedings in its own name and as trustee of an express
         trust for the collection of all amounts then payable on the Notes
         or under this Indenture with respect thereto, whether by
         declaration or otherwise, enforce any judgment obtained, and
         collect from the Issuer and any other obligor upon such Notes
         moneys adjudged due;

(ii)     institute Proceedings from time to time for the complete or partial
         foreclosure of this Indenture with respect to the Trust Estate;

(iii)    exercise any remedies of a secured party under the UCC and take
         any other appropriate action to protect and enforce the rights and
         remedies of the Indenture Trustee and the Holders of the Notes;

(iv)     sell the Trust Estate, or any portion thereof or rights or
         interest therein, at one or more public or private sales called
         and conducted in any manner permitted by law; and

(v)      make demand upon the Servicer, by written notice, that the Servicer
         deliver to the Indenture Trustee all Receivable Files;

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, other than an
Event of Default described in Section 5.1(i) or (ii), unless: (A) all the
Noteholders consent thereto, (B) the proceeds of such sale or liquidation
distributable to the Noteholders are sufficient to discharge in full all
amounts then due and unpaid upon such Notes for principal and interest or
(C) the Indenture Trustee determines that the Trust Estate will not



                                    29
<PAGE>

continue to provide sufficient funds for the payment of principal of and
interest on the Notes as they would have become due if the Notes had not
been declared due and payable, and the Indenture Trustee obtains the
consent of Holders of 66-2/3% of the Outstanding Amount. In determining
such sufficiency or insufficiency with respect to clauses (B) and (C), the
Indenture Trustee may, but need not, obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as
to the feasibility of such proposed action and as to the sufficiency of the
Trust Estate for such purpose.

         (b) If the Indenture Trustee collects any money or property pursuant
to this Article V, it shall pay out such money or property in the following
order:

First:   to the Indenture Trustee for amounts due under Section 6.7;

Second:  to the Counterparties for due and unpaid Net Swap Payments
         (including interest on any overdue Net Swap Payments), if any,
         ratably, without preference or priority of any kind, according to
         the amount due under each Interest Rate Swap Agreement as Net Swap
         Payments (including interest on any overdue Net Swap Payments);

Third:   ratably, without preference or priority of any kind, according
         to the amounts due under clauses (x) and (y) of this paragraph
         THIRD, to (x) the Class A Noteholders for amounts due and unpaid
         on the Class A Notes for interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable on
         the Class A Notes for interest, and (y) the Counterparties to pay
         any Swap Termination Payments due to them under the Interest Rate
         Swap Agreements, ratably, without preference or priority of any
         kind, according to the amounts due as Swap Termination Payments
         under each Interest Rate Swap Agreement; provided, that if any
         money or property remains after making the payments required by
         the immediately preceding clause (x), such money or property shall
         used to pay any remaining Swap Termination Payments due and
         payable under the Interest Rate Swap Agreements before any such
         money or property shall be distributed pursuant to paragraphs
         FOURTH through SEVENTH of this Section 5.4(b);

Fourth:  to Class B Noteholders for amounts due and unpaid on the Class
         B Notes for interest, ratably, without preference or priority of
         any kind, according to the amounts due and payable on the Class B
         Notes for interest;



                                    30
<PAGE>

Fifth:   to Class A Noteholders for amounts due and unpaid on the Class
         A Notes for principal, ratably, without preference or priority of
         any kind, according to the amounts due and payable on the Class A
         Notes for principal;

Sixth:   to Class B Noteholders for amounts due and unpaid on the Class
         B Notes for principal, ratably, without preference or priority of
         any kind, according to the amounts due and payable on the Class B
         Notes for principal; and

Seventh: to the Issuer for distribution to the Certificateholders.

         The Indenture Trustee may fix a special record date and special
payment date for any payment to Noteholders pursuant to this Section. At
least 15 days before such special record date, the Issuer shall mail to
each Noteholder and the Indenture Trustee a notice that states the special
record date, the special payment date and the amount to be paid.

         SECTION 5.5. Optional Preservation of the Receivables. If the Notes
have been declared to be due and payable under Section 5.2 following an
Event of Default, and such declaration and its consequences have not been
rescinded and annulled, the Indenture Trustee may, but need not, elect to
maintain possession of the Trust Estate. It is the desire of the parties
hereto and the Noteholders that there be at all times sufficient funds for
the payment of principal of and interest on the Notes, and the Indenture
Trustee shall take such desire into account when determining whether or not
to maintain possession of the Trust Estate. In determining whether to
maintain possession of the Trust Estate, the Indenture Trustee may, but
need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of
such proposed action and as to the sufficiency of the Trust Estate for such
purpose.

         SECTION 5.6. Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless:

(i)      such Holder has previously given written notice to the Indenture
         Trustee of a continuing Event of Default;

(ii)     the Holder(s) of not less than 25% of the Outstanding Amount of
         the Notes have made written request to the Indenture Trustee to
         institute such Proceeding in respect of such Event of Default in
         its own name as Indenture Trustee hereunder;




                                    31
<PAGE>

(iii)    such Holder(s) have offered to the Indenture Trustee reasonable
         indemnity against the costs, expenses and liabilities to be
         incurred in complying with such request;

(iv)     the Indenture Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute such
         Proceeding; and

(v)      no direction inconsistent with such written request has been given
         to the Indenture Trustee during such 60-day period by the Holders
         of a majority of the Outstanding Amount of the Notes;

it being understood and intended that no one or more Holder(s) of Notes
shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other Holder(s) of Notes or to obtain or to seek to obtain
priority or preference over any other Holder(s) or to enforce any right
under this Indenture, except in the manner herein provided.

         In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Noteholders,
each representing less than a majority of the Outstanding Amount of the
Notes, the Indenture Trustee in its sole discretion may determine what
action, if any, shall be taken, notwithstanding any other provisions of
this Indenture.

         SECTION 5.7. Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the
Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest, if any,
on such Note on or after the respective due dates thereof expressed in such
Note or in this Indenture (or, in the case of redemption, on or after the
Redemption Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder.

         SECTION 5.8. Restoration of Rights and Remedies. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any
right or remedy under this Indenture and such Proceeding has been
discontinued or abandoned for any reason or has been determined adversely
to the Indenture Trustee or to such Noteholder, then and in every such case
the Issuer, the Indenture Trustee and the Noteholders shall, subject to any
determination in such Proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of
the Indenture Trustee and the Noteholders shall continue as though no such
Proceeding had been instituted.




                                    32
<PAGE>

         SECTION 5.9. Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Indenture Trustee or to the
Noteholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate
right or remedy.

         SECTION 5.10. Delay or Omission Not a Waiver. No delay or omission
of the Indenture Trustee or any Holder of Notes to exercise any right or
remedy accruing upon any Default or Event of Default shall impair any such
right or remedy or constitute a waiver of any such Default or Event of
Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Indenture Trustee or to the Noteholders may be
exercised from time to time, and as often as may be deemed expedient, by
the Indenture Trustee or by the Noteholders, as the case may be.

         SECTION 5.11. Control by Noteholders. The Holders of not less than a
majority of the Outstanding Amount of the Notes shall have the right to
direct the time, method and place of conducting any Proceeding for any
remedy available to the Indenture Trustee with respect to the Notes or
exercising any trust or power conferred on the Indenture Trustee; provided,
that:

(i)      such direction shall not be in conflict with any rule of law or with
         this Indenture;

(ii)     subject to the express terms of Section 5.4, any direction to the
         Indenture Trustee to sell or liquidate the Trust Estate shall be
         by all the Noteholders;

(iii)    if the conditions set forth in Section 5.5 have been satisfied and
         the Indenture Trustee elects to retain the Trust Estate pursuant
         to such Section, then any direction to the Indenture Trustee by
         Holders of Notes representing less than 100% of the Outstanding
         Amount of the Notes to sell or liquidate the Trust Estate shall be
         of no force and effect; and



                                    33
<PAGE>

(iv)     the Indenture Trustee may take any other action deemed proper by the
         Indenture Trustee that is not inconsistent with such direction;

provided, however, that, subject to Section 6.1, the Indenture Trustee need
not take any action that it determines might involve it in liability or
might materially adversely affect the rights of any Noteholder(s) not
consenting to such action.

SECTION 5.12. Waiver of Past Defaults. Prior to the time a judgment or
decree for payment of money due has been obtained as described in Section
5.3, the Holders of Notes of not less than a majority of the Outstanding
Amount of the Notes may waive any past Default or Event of Default and its
consequences except a Default: (a) in payment of principal of or interest
on any of the Notes or (b) in respect of a covenant or provision hereof
that cannot be modified or amended without the consent of the Holder of
each Note. In the case of any such waiver, the Issuer, the Indenture
Trustee and the Holders of the Notes shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.

         Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of
Default arising therefrom shall be deemed to have been cured and not to
have occurred, for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other Default or impair any right
consequent thereto.

         SECTION 5.13. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Note by such Holder's acceptance thereof
shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Indenture Trustee for any action
taken, suffered or omitted by it as Indenture Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorney's fees, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section
shall not apply to: (a) any suit instituted by the Indenture Trustee, (b)
any suit instituted by any Noteholder(s) holding in the aggregate more than
10% of the Outstanding Amount of the Notes or (c) any suit instituted by
any Noteholder for the enforcement of the payment of principal of or
interest on any Note on or after the respective due dates expressed in such
Note and in this Indenture (or, in the case of redemption, on or after the
Redemption Date).




                                    34
<PAGE>

         SECTION 5.14. Waiver of Stay or Extension Laws. The Issuer covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any
time hereafter in force, that may affect the covenants or the performance
of this Indenture; and the Issuer (to the extent that it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Indenture Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

         SECTION 5.15. Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under
or with respect to this Indenture. Neither the Lien of this Indenture nor
any rights or remedies of the Indenture Trustee or the Noteholders shall be
impaired by the recovery of any judgment by the Indenture Trustee against
the Issuer or by the levy of any execution under such judgment upon any
portion of the Trust Estate or upon any of the assets of the Issuer. Any
money or property collected by the Indenture Trustee shall be applied in
accordance with Section 5.4(b).

         SECTION 5.16. Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so and at the
Administrator's expense, the Issuer shall take all such lawful action as
the Indenture Trustee may request to compel or secure the performance and
observance by the Seller and the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with the Sale and
Servicing Agreement or to the Seller under or in connection with the
Purchase Agreements in accordance with the terms thereof, and to exercise
any and all rights, remedies, powers and privileges lawfully available to
the Issuer under or in connection with the Sale and Servicing Agreement (or
the Seller under or in connection with the Purchase Agreements) to the
extent and in the manner directed by the Indenture Trustee, including the
transmission of notices of default on the part of the Seller or the
Servicer thereunder and the institution of legal or administrative actions
or proceedings to compel or secure performance by the Seller or the
Servicer of each of their obligations under the Sale and Servicing
Agreement or the Purchase Agreements.

         (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be in
writing) of the Holders of not less than 66-2/3% of the Outstanding Amount
of the Notes shall, exercise all rights, remedies, powers, privileges and
claims of the Issuer against the Seller or the Servicer under or in
connection with the Sale and Servicing Agreement, including the right or
power to take any action to compel or secure performance or observance by
the Seller or the Servicer of each of their obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Sale and Servicing Agreement, and any right
of the Issuer to take such action shall be suspended.



                                    35
<PAGE>

         (c) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be in
writing) of the Holders of not less than 66-2/3% of the Outstanding Amount
of the Notes shall, exercise all rights, remedies, powers, privileges and
claims of the Seller against Case Credit or NH Credit, as applicable, under
or in connection with the Purchase Agreements, including the right or power
to take any action to compel or secure performance or observance by Case
Credit or NH Credit, as applicable, of each of its obligations to the
Seller thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Purchase Agreements, and any right
of the Seller to take such action shall be suspended.


                                ARTICLE VI
                           The Indenture Trustee


         SECTION 6.1. Duties of the Indenture Trustee. (a) If an Event of
Default has occurred and is continuing, the Indenture Trustee shall
exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

         (b) Except during the continuance of an Event of Default actually
known to a Responsible Officer:

         (i)  the Indenture Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture and no
         implied covenants or obligations shall be read into this Indenture
         against the Indenture Trustee; and




                                    36
<PAGE>

         (ii)in the absence of bad faith on its part, the Indenture Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates
         or opinions furnished to the Indenture Trustee and conforming to
         the requirements of this Indenture; provided, however, in the case
         of any such certificates or opinions that by any provision hereof
         are specifically required to be furnished to the Indenture
         Trustee, the Indenture Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the
         requirements of this Indenture.

         (c) The Indenture Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act or its own
wilful misconduct, except that:

         (i) this clause (c) does not limit the effect of clause (b) of this
         Section;

         (ii) the Indenture Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer unless it is
         proved that the Indenture Trustee was negligent in ascertaining
         the pertinent facts;

         (iii) the Indenture Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with
         a direction received by it pursuant to the Indenture;

         (iv) the Indenture Trustee shall not be charged with knowledge of an
         Event of Default or Servicer Default unless a Responsible Officer
         obtains actual knowledge of such event or the Indenture Trustee
         receives written notice of such event from the Seller, Servicer or
         Note Owners owning Notes aggregating not less than 10% of the
         Outstanding Amount of the Notes; and

         (v)  the Indenture Trustee shall have no duty to monitor the
         performance of the Issuer, the Trustee, the Seller or the
         Servicer, nor shall it have any liability in connection with
         malfeasance or nonfeasance by the Issuer, the Trustee, the Seller
         or the Servicer. The Indenture Trustee shall have no liability in
         connection with compliance of the Issuer, the Trustee, the Seller
         or the Servicer with statutory or regulatory requirements related
         to the Receivables. The Indenture Trustee shall not make or be
         deemed to have made any representations or warranties with respect
         to the Receivables or the validity or sufficiency of any
         assignment of the Receivables to the Trust Estate or the Indenture
         Trustee.

         (d) Every provision of this Indenture that in any way relates to
the Indenture Trustee is subject to clauses (a), (b), (c) and (g).

         (e) The Indenture Trustee shall not be liable for interest on any
money received by it except as the Indenture Trustee may agree in
writing with the Issuer.



                                    37
<PAGE>

         (f) Money held in trust by the Indenture Trustee need not be
segregated from other funds except to the extent required by law,
this Indenture or the Sale and Servicing Agreement.

         (g) No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers if it shall have reasonable grounds
to believe that repayments of such funds or adequate indemnity satisfactory
to it against any loss, liability or expense is not reasonably assured to
it.

         (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the
Indenture Trustee shall be subject to this Section and the TIA.

         SECTION 6.2. Rights of Indenture Trustee. (a) The Indenture Trustee
may conclusively rely and shall be fully protected in acting on any
document believed by it to be genuine and to have been signed or presented
by the proper Person. The Indenture Trustee need not investigate any fact
or matter stated in any such document.

         (b) Before the Indenture Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Indenture
Trustee shall not be liable for any action it takes or omits to take in
good faith in reliance on the Officers' Certificate or Opinion of Counsel.

         (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, attorneys, a custodian or a nominee, and the Indenture Trustee
shall not be responsible for any misconduct or negligence on the part of,
or for the supervision of, any such agent, attorney, custodian or nominee
appointed with due care by it.

         (d) The Indenture Trustee shall not be liable for any action it takes
or omits to take in good faith that it believes to be authorized or within its
rights or powers; provided, however, that the Indenture Trustee's conduct
does not constitute wilful misconduct, negligence or bad faith.

         (e) The Indenture Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture
and the Notes shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it
hereunder in good faith and in accordance with the advice or opinion of
such counsel.



                                    38
<PAGE>

         (f) The Indenture Trustee shall not be required to make any initial or
periodic examination of any files or records related to the Receivables for
the purpose of establishing the presence or absence of defects, the
compliance by the Issuer with its representations and warranties or for any
other purpose.

         (g) In the event that the Indenture Trustee is also acting as Paying
Agent or Note Registrar hereunder, the rights and protections afforded to
the Indenture Trustee pursuant to this Article VI shall also be afforded to
the Indenture Trustee in its capacity as such Paying Agent or Note
Registrar.

         SECTION 6.3. Individual Rights of the Indenture Trustee. The Indenture
Trustee shall not, in its individual capacity, but may in a fiduciary
capacity, become the owner of Notes or otherwise extend credit to the
Issuer. The Indenture Trustee may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not the Indenture
Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent
may do the same with like rights. However, the Indenture Trustee must
comply with Sections 6.11 and 6.12.

         SECTION 6.4. Indenture Trustee's Disclaimer. The Indenture Trustee
shall not be responsible for, and makes no representation as to the
validity or adequacy of, this Indenture or the Notes; shall not be
accountable for the Issuer's use of the proceeds from the Notes; and shall
not be responsible for any statement of the Issuer in this Indenture or in
any document issued in connection with the sale of the Notes or in the
Notes other than the Indenture Trustee's certificate of authentication.

         SECTION 6.5. Notice of Defaults. If a Default occurs and is
continuing and is known to a Responsible Officer, the Indenture Trustee
shall mail to each Noteholder notice of the Default within 90 days after it
occurs. Except in the case of a Default in payment of principal of or
interest on any Note (including payments pursuant to the mandatory
redemption provisions of such Note), the Indenture Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of
Noteholders.

         SECTION 6.6. Reports by Indenture Trustee to the Holders. The
Indenture Trustee shall deliver to each Noteholder such information as may
be required to enable such Holder to prepare its Federal, State and other
income tax returns. Within 60 days after each December 31, the Indenture
Trustee shall mail to each Noteholder a brief report as of such December 31
that complies with TIA ss. 313(a) (if required by said section).



                                    39
<PAGE>

         SECTION 6.7. Compensation and Indemnity. The Issuer shall, or shall
cause the Servicer to, pay to the Indenture Trustee from time to time
reasonable compensation for its services. The Indenture Trustee's
compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Issuer shall, or shall cause the Servicer to,
reimburse the Indenture Trustee for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Indenture
Trustee's agents, counsel, accountants and experts. The Issuer shall or
shall cause the Servicer to indemnify the Indenture Trustee and its
officers, directors, employees and agents against any and all loss,
liability or expense (including attorneys' fees) incurred by them in
connection with the administration of this trust and the performance of its
duties hereunder. The Indenture Trustee shall notify the Issuer and the
Servicer promptly of any claim for which it may seek indemnity. Failure by
the Indenture Trustee to so notify the Issuer and the Servicer shall not
relieve the Issuer or the Servicer of its obligations hereunder. The Issuer
shall, or shall cause the Servicer to, defend the claim and the Indenture
Trustee may have separate counsel and the Issuer shall, or shall cause the
Servicer to, pay the fees and expenses of such counsel. Neither the Issuer
nor the Servicer need reimburse any expense or indemnify against any loss,
liability or expense incurred by the Indenture Trustee through the
Indenture Trustee's own willful misconduct, negligence or bad faith.

         The Issuer's payment obligations to the Indenture Trustee pursuant
to this Section shall survive the discharge of this Indenture. When the
Indenture Trustee incurs expenses after the occurrence of a Default
specified in Section 5.1(iv) or (v), the expenses are intended to
constitute expenses of administration under Title 11 of the United States
Code or any other applicable Federal or State bankruptcy, insolvency or
similar law.

         SECTION 6.8. Replacement of the Indenture Trustee. No resignation or
removal of the Indenture Trustee and no appointment of a successor
Indenture Trustee shall become effective until the acceptance of
appointment by the successor Indenture Trustee pursuant to this Section
6.8. The Indenture Trustee may resign at any time by so notifying the
Issuer in writing. The Holders of not less than a majority of the
Outstanding Amount of the Notes may remove the Indenture Trustee by so
notifying the Indenture Trustee in writing and may appoint a successor
Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

(i)      the Indenture Trustee fails to comply with Section 6.11;

(ii)     the Indenture Trustee is adjudged a bankrupt or insolvent;



                                    40
<PAGE>

(iii)    a receiver or other public officer takes charge of the Indenture
         Trustee or its property; or

(iv)     the Indenture Trustee otherwise becomes incapable of acting.

         If the Indenture Trustee resigns or is removed or if a vacancy
exists in the office of Indenture Trustee for any reason (the Indenture
Trustee in such event being referred to herein as the retiring Indenture
Trustee), the Issuer shall promptly appoint a successor Indenture Trustee.

         A successor Indenture Trustee shall deliver a written acceptance
of its appointment to the retiring Indenture Trustee and to the Issuer.
Thereupon the resignation or removal of the retiring Indenture Trustee
shall become effective, and the successor Indenture Trustee shall have all
the rights, powers and duties of the Indenture Trustee under this
Indenture. The successor Indenture Trustee shall mail a notice of its
succession to Noteholders. The retiring Indenture Trustee shall promptly
transfer all property held by it as Indenture Trustee to the successor
Indenture Trustee.

         If a successor Indenture Trustee does not take office within 60
days after the retiring Indenture Trustee resigns or is removed, the
retiring Indenture Trustee, the Issuer or the Holders of not less than a
majority of the Outstanding Amount of the Notes may petition any court of
competent jurisdiction for the appointment of a successor Indenture
Trustee.

         If the Indenture Trustee fails to comply with Section 6.11, any
Noteholder may petition any court of competent jurisdiction for the removal
of the Indenture Trustee and the appointment of a successor Indenture
Trustee.

         Notwithstanding the replacement of the Indenture Trustee pursuant
to this Section, the Issuer's and the Administrator's obligations under
Section 6.7 shall continue for the benefit of the retiring Indenture
Trustee. The retiring Indenture Trustee shall have no liability for any act
or omission by any successor Trustee.

         SECTION 6.9. Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture
Trustee. The Indenture Trustee shall provide the Rating Agencies and the
Issuer prior written notice of any such transaction; provided, that such
corporation or banking association shall be otherwise qualified and
eligible under Section 6.11.



                                    41
<PAGE>

         In case at the time such successor(s) by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created
by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such
Notes so authenticated; and in case at that time any of the Notes shall not
have been authenticated, any successor to the Indenture Trustee may
authenticate such Notes either in the name of any predecessor trustee
hereunder or in the name of the successor to the Indenture Trustee; and in
all such cases such certificates of authentication shall have the full
force and effect to the same extent given to the certificate of
authentication of the Indenture Trustee anywhere in the Notes or in this
Indenture.

         SECTION 6.10. Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions of this Indenture, at any time, for
the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Trust Estate may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver all instruments to
appoint one or more Person(s) to act as co-trustee(s), or separate
trustee(s), of all or any part of the Trust Estate, and to vest in such
Person(s), in such capacity and for the benefit of the Noteholders, such
title to the Trust Estate, or any part thereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and
trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 6.11 and no
notice to Noteholders of the appointment of any co-trustee or separate
trustee shall be required under Section 6.8.

         (b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

              (i)  all rights, powers, duties and obligations conferred or
          imposed upon the Indenture Trustee shall be conferred or imposed
          upon and exercised or performed by the Indenture Trustee and such
          separate trustee or co-trustee jointly (it being understood that
          such separate trustee or co-trustee is not authorized to act
          separately without the Indenture Trustee joining in such act),
          except to the extent that under any law of any jurisdiction in
          which any particular act(s) are to be performed, the Indenture
          Trustee shall be incompetent or unqualified to perform such
          act(s), in which event such rights, powers, duties and
          obligations (including the holding of title to the Trust Estate
          or any portion thereof in any such jurisdiction) shall be
          exercised and performed singly by such separate trustee or
          co-trustee, but solely at the direction of the Indenture Trustee;


                                    42
<PAGE>


              (ii)  no trustee hereunder shall be personally liable by reason of
          any act or omission of any other trustee hereunder; and

             (iii)  the Indenture Trustee may at any time accept the resignation
         of or remove, in its sole discretion, any separate trustee or
         co-trustee.

         (c) Any notice, request or other writing given to the Indenture Trustee
shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall refer to
this Agreement and the conditions of this Article VI. Each separate trustee
and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of
appointment, either jointly with the Indenture Trustee or separately, as
may be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the
conduct of, affecting the liability of, or affording protection to, the
Indenture Trustee. Every such instrument shall be filed with the Indenture
Trustee.

         (d) Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under
or in respect of this Agreement on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of acting,
resign or be removed, all of its estates, properties, rights, remedies and


                                    43
<PAGE>

trusts shall vest in and be exercised by the Indenture Trustee, to the
extent permitted by law, without the appointment of a new or successor
trustee.

         (e) The Indenture Trustee shall have no obligation to determine whether
a co-trustee or separate trustee is legally required in any jurisdiction in
which any part of the Trust Estate may be located.

         SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee
shall at all times satisfy the requirements of TIA ss. 310(a) and, upon Issuer
Order, Section 26(a)(1) of the Investment Company Act of 1940, as amended.
The Indenture Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition and it shall have a long term senior, unsecured debt rating of
"Baa3" or better by Moody's (or, if not rated by Moody's, a comparable
rating by another statistical rating agency). The Indenture Trustee shall
comply with TIA ss. 310(b), including the optional provision permitted by
the second sentence of TIA ss. 310(b)(9); provided, however, that there
shall be excluded from the operation of TIA ss. 310(b)(1) any indenture(s)
under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA ss. 310(b)(1) are met.

         If a default occurs under this Indenture, and the Indenture
Trustee is deemed to have a conflicting interest as a result of acting as
trustee for both the Class A Notes and the Class B Notes, a successor
Indenture Trustee shall be appointed for one or both of such Classes, so
that there will be separate Indenture Trustees for the Class A Notes and
the Class B Notes. No such event shall alter the voting rights of the Class
A Noteholders or Class B Noteholders under this Indenture or any other
Basic Document. However, so long as any amounts remain unpaid with respect
to the Class A Notes, only the Indenture Trustee for the Class A
Noteholders will have the right to exercise remedies under this Indenture
(but subject to the express provisions of Section 5.4 and to the right of
the Class B Noteholders to receive their share of any proceeds of
enforcement, subject to the subordination of the Class B Notes to the Class
A Notes as described herein). Upon repayment of the Class A Notes in full,
all rights to exercise remedies under the Indenture will transfer to the
Indenture Trustee for the Class B Notes.

         In the case of the appointment hereunder of a successor Indenture
Trustee with respect to any Class of Notes, the Issuer, the retiring
Indenture Trustee and the successor Indenture Trustee with respect to such
Class of Notes shall execute and deliver an indenture supplemental hereto
wherein the each successor Indenture Trustee shall accept such appointment
and which (i) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, the successor
Indenture Trustee all the rights, powers, trusts and duties of the retiring
Indenture Trustee with respect to the Notes of the Class to which the
appointment of such successor Indenture Trustee relates, (ii) if the
retiring Indenture Trustee is not retiring with respect to all Classes of
Notes, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Indenture Trustee with respect to the Notes of each Class as to
which the retiring Indenture Trustee is not retiring shall continue to be
vested in the retiring Indenture Trustee, and (iii) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than
one Indenture Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Indenture Trustees co-trustees
of the same trust and that each such Indenture Trustee shall be trustee of
a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Indenture Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or
removal of the retiring Indenture Trustee shall become effective to the
extent provided therein.

                                    44
<PAGE>

         SECTION 6.12. Preferential Collection of Claims Against the Issuer.
The Indenture Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). An Indenture Trustee who has
resigned or been removed shall be subject to TIA ss. 311(a) to the extent
indicated.

         SECTION 6.13.  Representations and Warranties.  The Indenture Trustee
hereby represents that:

         (a) the Indenture Trustee is duly organized and validly existing as a
national banking association in good standing under the laws of the United
States of America with power and authority to own its properties and to
conduct its business as such properties are currently owned and such
business is presently conducted;

         (b) the Indenture Trustee has the power and authority to execute and
deliver this Indenture and to carry out its terms; and the execution,
delivery and performance of this Indenture have been duly authorized by the
Indenture Trustee by all necessary corporate action;

         (c) the consummation of the transactions contemplated by this Indenture
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 articles association
or bylaws of the Indenture Trustee or any material agreement or other
instrument to which the Indenture Trustee is a party or by which it is
bound; and

         (d) to best of the Indenture Trustee's knowledge, there are no
proceedings or investigations pending or threatened before any court, regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Indenture Trustee or its properties: (i) asserting
the invalidity of this Indenture, (ii) seeking to prevent the consummation
of any of the transactions contemplated by this Indenture or (iii) seeking
any determination or ruling that might materially and adversely affect the
performance by the Indenture Trustee of its obligations under, or the
validity or enforceability of, this Indenture.


                                    45
<PAGE>


                                ARTICLE VII
                       Noteholders' Lists and Reports


         SECTION 7.1. Issuer To Furnish Indenture Trustee Names and Addresses
of Noteholders. The Issuer will furnish or cause to be furnished to the
Indenture Trustee: (a) not more than five days after the earlier of: (i)
each Record Date and (ii) three months after the last Record Date, a list,
in such form as the Indenture Trustee may reasonably require, of the names
and addresses of the Holders of Notes as of such Record Date, and (b) at
such other times as the Indenture Trustee may request in writing, within 30
days after receipt by the Issuer of any such request, a list of similar
form and content as of a date not more than 10 days prior to the time such
list is furnished; provided, however, that so long as the Indenture Trustee
is the Note Registrar, no such list shall be required to be furnished.

         SECTION 7.2. Preservation of Information; Communications to
Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as
provided in Section 7.1 and the names and addresses of Holders of Notes
received by the Indenture Trustee in its capacity as Note Registrar. The
Indenture Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

         (b) Three or more Noteholders, or one or more Holder(s) of Notes
evidencing at least 25% of the Outstanding Amount of the Notes, may communicate
pursuant to TIA ss. 312(b) with other Noteholders with respect to their
rights under this Indenture or under the Notes.

         (c) The Issuer, the Indenture Trustee and the Note Registrar shall
have the protection of TIAss.312(c).

         SECTION 7.3.  Reports by Issuer.  (a) The Issuer shall:

              (i)  file with the Indenture Trustee, within 15 days after the
         Issuer is required to file the same with the Commission, copies of the
         annual reports and of the information, documents and other reports
         (or copies of such portions of any of the foregoing as the
         Commission may from time to time by rules and regulations
         prescribe) that the Issuer may be required to file with the
         Commission pursuant to Section 13 or 15(d) of the Exchange Act;

             (ii)  file with the Commission, in accordance with the rules and
         regulations prescribed from time to time by the Commission, such
         additional information, documents and reports with respect to
         compliance by the Issuer with the conditions and covenants of this
         Indenture (with a copy of any such filings being delivered
         promptly to the Indenture Trustee); and

                                    46
<PAGE>

             (iii)  supply to the Indenture Trustee (and the Indenture Trustee
         shall transmit by mail to all Noteholders described in TIA ss. 313(c))
         such summaries of any information, documents and reports required
         to be filed by the Issuer pursuant to clauses (i) and (ii) as may
         be required by the rules and regulations prescribed from time to
         time by the Commission.

         (b)  Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall end on December 31 of each year.

                               ARTICLE VIII
                    Accounts, Disbursements and Releases


         SECTION 8.1. Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture. The
Indenture Trustee shall apply all such money received by it as provided in
this Indenture. Except as otherwise expressly provided in this Indenture,
if any default occurs in the making of any payment or performance under any
agreement or instrument that is part of the Collateral and the Trust
Estate, the Indenture Trustee may take such action as may be appropriate to
enforce such payment or performance, including the institution and
prosecution of appropriate Proceedings. Any such action shall be without
prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V.

         SECTION 8.2.  Trust Accounts.  (a) On or prior to the Closing Date,
the Issuer shall cause the Servicer to establish and maintain, in the name of
the Indenture Trustee, for the benefit of the Noteholders and the
Certificateholders, the Trust Accounts as provided in Section 5.1 of the Sale
and Servicing Agreement.

         (b) On or before each Payment Date, the Total Distribution Amount with
respect to the preceding Collection Period will be deposited in the
Collection Account as provided in Section 5.2 of the Sale and Servicing
Agreement. On or before each Payment Date, the Noteholders' Distributable
Amount with respect to the preceding Collection Period will be transferred
to the Note Distribution Account as provided in Sections 5.5 and 5.6 of the
Sale and Servicing Agreement.

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<PAGE>

         (c) On each Payment Date and Redemption Date, the Indenture Trustee
shall distribute all amounts on deposit in the Note Distribution Account to
Noteholders and Counterparties in the following amounts and in the
following order of priority (except as otherwise provided in Section
5.4(b)):

              (i)  to the Counterparties for due and unpaid Net Swap Payments
         (including interest on any overdue Net Swap Payments), if any,
         ratably, without preference or priority of any kind, according to
         the amount due under each Interest Rate Swap Agreement as Net Swap
         Payments (including interest on any overdue Net Swap Payments);

              (ii)  ratably, without preference or priority of any kind,
          according to the amounts due under clauses (x) and (y) of this
          Section 8.2(c)(ii), to (x) the Class A Noteholders, the Class
          Interest Amount for each Class of Class A Notes; provided, that
          if there are not sufficient funds in the Note Distribution
          Account to pay the entire amount of accrued and unpaid interest
          then due on such Notes, the amount in the Note Distribution
          Account shall be applied to the payment of such interest on such
          Notes pro rata on the basis of the total such interest due on
          such Notes, and (y) the Counterparties, any Swap Termination
          Payments due to them under the Interest Rate Swap Agreements,
          ratably, without preference or priority of any kind, according to
          the amounts due as Swap Termination Payments under each Interest
          Rate Swap Agreement; provided, that if any money or property
          remains after making the payments required by the immediately
          preceding clause (x), such money or property shall used to pay
          any remaining Swap Termination Payments due and payable under the
          Interest Rate Swap Agreements before any such money or property
          shall be distributed pursuant to Sections 8.2(c)(iii) through
          (vi);

             (iii) to the Class B Noteholders, the Class B Noteholders' Class
         Interest Amount;

              (iv) to the Class A Noteholders, the Class Principal Distributable
         Amount for each Class of Class A Notes in the following priority:
         A-1 Notes, A-2 Notes, A-3 Notes and A-4 Notes (provided that after
         an Event of Default and acceleration of the Notes (and, if any
         Notes remain outstanding, on and after the Final Scheduled
         Maturity Date), amounts available for distribution pursuant to
         this clause (iv) shall be paid to all Holders of Class A Notes
         ratably according to the amounts due and payable on the Class A
         Notes for principal until paid in full);

              (v)  to the Class B Noteholders, the Class B Noteholders' Monthly
         Principal Distributable Amount; and

              (vi)  thereafter, any excess shall be deposited to the Certificate
         Distribution Account.

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<PAGE>

         (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture
Trustee shall distribute to the Class A-1 Noteholders, from the amount available
in the Note Distribution Account, an amount equal to the sum of (i) the
aggregate accrued and unpaid interest on the Class A-1 Notes as of the A-1
Note Final Scheduled Maturity Date, and (ii) the amount necessary to reduce
the outstanding principal amount of the Class A-1 Notes to zero.

         SECTION 8.3. General Provisions Regarding Accounts. (a) So long as no
Default or Event of Default shall have occurred and be continuing, all or a
portion of the funds in the Trust Accounts shall be invested in Eligible
Investments and reinvested by the Indenture Trustee upon Issuer Order,
subject to the provisions of Section 5.1(b) of the Sale and Servicing
Agreement. All income or other gain from investments of moneys deposited in
the Trust Accounts shall be deposited by the Indenture Trustee in the
Collection Account, and any loss or expenses resulting from such
investments shall be charged to such account. The Issuer will not direct
the Indenture Trustee to make any investment of any funds or to sell any
investment held in any of the Trust Accounts unless the security interest
granted and perfected in such account will continue to be perfected in such
investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the
Indenture Trustee to make any such investment or sale, if requested by the
Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an
Opinion of Counsel to such effect.

         (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any
way be held liable for the selection of Eligible Investments or by reason of
any insufficiency in any of the Trust Accounts resulting from any loss on
any Eligible Investment included therein, except for losses attributable to
the Indenture Trustee's failure to make payments on such Eligible
Investments issued by the Indenture Trustee, in its commercial capacity as
principal obligor and not as trustee, in accordance with their terms.

         (c) If: (i) the Issuer shall have failed to give investment directions
for any funds on deposit in the Trust Accounts to the Indenture Trustee by
11:00 a.m. (New York City time) (or such other time as may be agreed by the
Issuer and the Indenture Trustee) on any Business Day; or (ii) a Default or
Event of Default shall have occurred and be continuing with respect to the
Notes but the Notes shall not have been declared due and payable pursuant
to Section 5.2, or, if such Notes shall have been declared due and payable
following an Event of Default, amounts collected or receivable from the
Trust Estate are being applied in accordance with Section 5.4(b) as if
there had not been such a declaration; then the Indenture Trustee shall, to
the fullest extent practicable, invest and reinvest funds in the Trust
Accounts in the Eligible Investments identified in clause (d) of the
definition of Eligible Investments.

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<PAGE>

         SECTION 8.4. Release of Trust Estate. (a) Subject to the payment of
its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and
when required by this Indenture shall, execute instruments to release
property from the Lien of this Indenture, or convey the Indenture Trustee's
interest in the same, in a manner and under circumstances that are not
inconsistent with this Indenture. No party relying upon an instrument
executed by the Indenture Trustee as provided in this Article shall be
bound to ascertain the Indenture Trustee's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.

         (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due to the Indenture Trustee pursuant to Section
6.7 have been paid, release any remaining portion of the Trust Estate that
secured the Notes from the Lien of this Indenture and release to the Issuer
or any other Person entitled thereto any funds then on deposit in the Trust
Accounts. The Indenture Trustee shall release property from the Lien of
this Indenture pursuant to this paragraph only upon receipt of an Issuer
Request accompanied by an Officers' Certificate, an Opinion of Counsel and
(if required by the TIA) Independent Certificates in accordance with TIA
ss.ss. 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.1.

         SECTION 8.5. Opinion of Counsel. The Indenture Trustee shall receive at
least seven days' notice when requested by the Issuer to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments
involved, and the Indenture Trustee shall also require, as a condition to
such action, an Opinion of Counsel stating the legal effect of any such
action, outlining the steps required to complete the same, and concluding
that all conditions precedent to the taking of such action have been
complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders in contravention of
this Indenture; provided, however, that such Opinion of Counsel shall not
be required to express an opinion as to the fair value of the Trust Estate.
Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.

                                    50
<PAGE>

                                ARTICLE IX
                          Supplemental Indentures


         SECTION 9.1. Supplemental Indentures Without Consent of Noteholders.
(a) Without the consent of the Holders of Notes but with prior written notice
to the Rating Agencies, the Issuer and the Indenture Trustee, when
authorized by an Issuer Order, at any time and from time to time, may enter
into one or more indentures supplemental hereto (which shall conform to the
Trust Indenture Act as in force at the date of the execution thereof), in
form satisfactory to the Indenture Trustee, for any of the following
purposes:

              (i)  to correct or amplify the description of any property at any
         time subject to the Lien of this Indenture, or better to assure,
         convey and confirm unto the Indenture Trustee any property subject or
         required to be subjected to the Lien of this Indenture, or to
         subject to the Lien of this Indenture additional property;

              (ii) to evidence the succession, in compliance with the applicable
         provisions hereof, of another Person to the Issuer, and the
         assumption by any such successor of the covenants of the Issuer
         herein and in the Notes;

             (iii)  to add to the covenants of the Issuer, for the benefit of
         the Holders of Notes, or to surrender any right or power herein
         conferred upon the Issuer;

              (iv)  to convey, transfer, assign, mortgage or pledge any
         property to or with the Indenture Trustee;

              (v)   to replace the Spread Account with another form of credit
         enhancement; provided, the Rating Agency Condition is satisfied;

             (vi)   to cure any ambiguity, to correct or supplement any
         provision herein or in any supplemental indenture that may be
         inconsistent with any other provision herein or in any supplemental
         indenture or to make any other provisions with respect to matters or
         questions arising under this Indenture or in any supplemental
         indenture; provided, that such action shall not materially
         adversely affect the interests of the Holders of Notes;

             (vii)  to evidence and provide for the acceptance of the
         appointment hereunder by a successor or additional trustee with respect
         to the Notes or any class thereof and to add to or change any of the
         provisions of this Indenture as shall be necessary to facilitate
         the administration of the trusts hereunder by more than one
         trustee, pursuant to the requirements of Article VI; or

            (viii)  to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to effect the
         qualification of this Indenture under the TIA or under any similar
         Federal statute hereafter enacted and to add to this Indenture such
         other provisions as may be expressly required by the TIA.

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<PAGE>

         The Trustee is hereby authorized to join in the execution of any
such supplemental indenture and to make any further appropriate agreements
and stipulations that may be therein contained.

         (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, may, without the consent of any of the Holders of Notes but with
prior written notice to the Rating Agencies, enter into an indenture or
indentures supplemental hereto to cure any ambiguity, to correct or
supplement any provisions in this Indenture or for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of
the Holders of Notes under this Indenture; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any Noteholder.

         SECTION 9.2. Supplemental Indentures With Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
with prior written notice to the Rating Agencies and with the consent of
the Holders of Notes evidencing not less than a majority of the Outstanding
Amount of the Notes, by Act of such Holders delivered to the Issuer and the
Indenture Trustee, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Notes under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Note affected
thereby:

              (i)  change the date of payment of any installment of principal
         of or interest on any Note, or reduce the principal amount thereof,
         the interest rate thereon or the Redemption Price with respect thereto,
         change the provisions of this Indenture relating to the application of
         collections on, or the proceeds of the sale of, the Trust Estate to
         the payment of principal of or interest on the Notes, or change any
         place of payment where, or the coin or currency in which, any Note or
         the interest thereon is payable, or impair the right to institute suit
         for the enforcement of the provisions of this Indenture requiring the
         application of funds available therefor, as provided in Article V, to
         the payment of any such amount due on or after the respective due
         dates thereof (or, in the case of redemption, on or after the
         Redemption Date);

                                    52
<PAGE>

              (ii)  reduce the percentage of the Outstanding Amount, the
         consent of the Holders of which is required for any such supplemental
         indenture, or the consent of the Holders of which is required for
         any waiver of compliance with certain provisions of this Indenture
         or certain defaults hereunder and their consequences provided for
         in this Indenture;

             (iii)  modify or alter the provisions of the proviso to the
         definition of "Outstanding";

              (iv)  reduce the percentage of the Outstanding Amount required to
         direct the Indenture Trustee to direct the Issuer to sell or liquidate
         the Trust Estate pursuant to Section 5.4;

              (v)   modify any provision of this Section except to increase any
         percentage specified herein or to provide that certain additional
         provisions of this Indenture or the Basic Documents cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Note affected thereby;

             (vi)   modify any of the provisions of this Indenture in such
         manner as to affect the calculation of the amount of any payment of
         interest or principal due on any Note on any Payment Date (including
         the calculation of any of the individual components of such
         calculation) or to affect the rights of the Holders of Notes to
         the benefit of any provisions for the mandatory redemption of the
         Notes contained herein; or

            (vii)   permit the creation of any Lien ranking prior to or on a
         parity with the Lien of this Indenture with respect to any part of the
         Trust Estate or, except as otherwise permitted or contemplated
         herein, terminate the Lien of this Indenture on any property at
         any time subject hereto or deprive any Holder of Notes of the
         security provided by the Lien of this Indenture.

         It shall not be necessary for any Act of the Noteholders under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the
substance thereof. The manner of obtaining such consents (and any other
consents of Noteholders provided for in this Indenture or in any other
Basic Document) and of evidencing the authorization of the execution
thereof by Noteholders shall be subject to such reasonable requirements as
the Indenture Trustee may provide.

                                    53
<PAGE>

         Promptly after the execution by the Issuer and the Indenture
Trustee of any supplemental indenture pursuant to this Section, the
Indenture Trustee shall mail to the Holders of the Notes to which such
amendment or supplemental indenture relates a notice setting forth in
general terms the substance of such supplemental indenture. Any failure of
the Indenture Trustee to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such
supplemental indenture.

         SECTION 9.3. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts
created by this Indenture, the Indenture Trustee shall be entitled to
receive, and, subject to Sections 6.1 and 6.2, shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Indenture Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Indenture Trustee's own rights,
duties, liabilities or immunities under this Indenture or otherwise.

         SECTION 9.4. Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith
with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities
under this Indenture of the Indenture Trustee, the Issuer and the Holders
of the Notes shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and
all the terms and conditions of any such supplemental indenture shall be
and be deemed to be part of the terms and conditions of this Indenture for
any and all purposes.

         SECTION 9.5. Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as
then in effect so long as this Indenture shall then be qualified under the
Trust Indenture Act.

         SECTION 9.6. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and if required by the Indenture
Trustee shall, bear a notation in form approved by the Indenture Trustee as
to any matter provided for in such supplemental indenture. If the Issuer or
the Indenture Trustee shall so determine, new Notes so modified as to
conform, in the opinion of the Indenture Trustee and the Issuer, to any
such supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Indenture Trustee in exchange for
Outstanding Notes.

                                    54
<PAGE>

                                 ARTICLE X
                            Redemption of Notes


         SECTION 10.1. Redemption. (a) The Notes are subject to redemption in
whole, but not in part, at the direction of the Servicer pursuant to Section
9.1(a) of the Sale and Servicing Agreement, on any Payment Date on which
the Servicer exercises its option to purchase the Trust Estate pursuant to
said Section 9.1(a), for a purchase price equal to the Redemption Price;
provided, however, that the Issuer has available funds sufficient to pay
the Redemption Price. The Servicer or the Issuer shall furnish the Rating
Agencies notice of such redemption. If such Notes are to be redeemed
pursuant to this Section 10.1, the Servicer or the Issuer shall furnish
notice of such election to the Indenture Trustee not later than 25 days
prior to the Redemption Date and the Issuer shall deposit with the
Indenture Trustee in the Note Distribution Account the Redemption Price of
the Notes to be redeemed.

         (b)  Reserved.

         SECTION 10.2. Form of Redemption Notice. Notice of redemption under
Section 10.1 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, mailed not less than five days prior to the applicable
Redemption Date to each Holder of Notes, as of the close of business on the
Record Date preceding the applicable Redemption Date, at such Holder's address
appearing in the Note Register.

         All notices of redemption shall state:

              (i)  the Redemption Date;

              (ii) the Redemption Price;

             (iii) the place where such Notes are to be surrendered for payment
         of the Redemption Price (which shall be the office or agency of the
         Issuer to be maintained as provided in Section 3.2); and

              (iv)  CUSIP numbers.

         Notice of redemption of the Notes shall be given by the Indenture
Trustee in the name and at the expense of the Issuer. Failure to give
notice of redemption, or any defect therein, to any Holder of any Note
shall not impair or affect the validity of the redemption of any other
Note.

                                    55
<PAGE>

         SECTION 10.3. Notes Payable on Redemption Date. The Notes or portions
thereof to be redeemed shall, following notice of redemption pursuant to
this Article, become due and payable on the Redemption Date at the
Redemption Price and (unless the Issuer shall default in the payment of the
Redemption Price) no interest shall accrue on the Redemption Price for any
period after the date to which accrued interest is calculated for purposes
of calculating the Redemption Price.

                                ARTICLE XI
                               Miscellaneous


         SECTION 11.1. Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any
action under this Indenture, the Issuer shall furnish to the Indenture
Trustee: (i) an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (ii) an Opinion of Counsel stating that in
the opinion of such counsel all such conditions precedent, if any, have
been complied with and (iii) (if required by the TIA) an Independent
Certificate from a firm of certified public accountants meeting the
applicable requirements of this Section, except that, in the case of any
such application or request as to which the furnishing of such documents is
specifically required by this Indenture, no additional certificate or
opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (w) a statement that each signatory of such certificate
         or opinion has read or has caused to be read such covenant or
         condition and the definitions herein relating thereto;

                  (x) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (y) a statement that, in the opinion of each such
         signatory, such signatory has made (or has caused to be made) such
         examination or investigation as is necessary to enable such
         signatory to express an informed opinion as to whether or not such
         covenant or condition has been complied with; and

                  (z) a statement as to whether, in the opinion of each
         such signatory, such condition or covenant has been complied with.

                                    56
<PAGE>

         (b) (i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the Lien of this
Indenture, the Issuer shall, in addition to any obligation imposed in
Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture
Trustee an Officers' Certificate certifying or stating the opinion of each
person signing such certificate as to the fair value (within 90 days of
such deposit) to the Issuer of the Collateral or other property or
securities to be so deposited.

              (ii) Whenever the Issuer is required to furnish to the Indenture
          Trustee an Officers' Certificate described in clause (i), the
          Issuer shall also deliver to the Indenture Trustee an Independent
          Certificate as to the same matters, if the fair value to the
          Issuer of the Collateral or other property or securities to be so
          deposited and of all other such Collateral or other property or
          securities made the basis of any such withdrawal or release since
          the commencement of the then-current fiscal year of the Issuer,
          as set forth in the certificates delivered pursuant to clause (i)
          and this clause (ii), is 10% or more of the Outstanding Amount of
          the Notes, but such a certificate need not be furnished with
          respect to any Collateral or other property or securities so
          deposited if the fair value thereof to the Issuer as set forth in
          the related Officers' Certificate is less than $25,000 or less
          than one percent of the then Outstanding Amount of the Notes.

             (iii) Other than with respect to property as contemplated by
         clause (v), whenever any Collateral or other property or securities
         are to be released from the Lien of this Indenture, the Issuer shall
         also furnish to the Indenture Trustee an Officers' Certificate
         certifying or stating the opinion of each person signing such
         certificate as to the fair value (within 90 days of such release)
         of the Collateral or other property or securities proposed to be
         released and stating that in the opinion of such person the
         proposed release will not impair the security under this Indenture
         in contravention of the provisions hereof.

              (iv) Whenever the Issuer is required to furnish to the Indenture
          Trustee an Officers' Certificate certifying or stating the
          opinion of any signer thereof as to the matters described in
          clause (iii), the Issuer shall also furnish to the Indenture
          Trustee an Independent Certificate as to the same matters if the
          fair value to the Issuer of the Collateral or other property or
          securities and of all other property, other than property as
          contemplated by clause (v), or securities released from the Lien
          of this Indenture since the commencement of the then-current
          fiscal year, as set forth in the certificates required by clause
          (iii) and this clause (iv), equals 10% or more of the Outstanding
          Amount of the Notes, but such certificate need not be furnished
          in the case of any release of Collateral or other property or
          securities if the fair value thereof to the Issuer as set forth
          in the related Officers' Certificate is less than $25,000 or less
          than one percent of the then Outstanding Amount of the Notes.

                                    57
<PAGE>

              (v)  Notwithstanding Section 2.9 or any other provision of this
          Section, the Issuer may, without compliance with the requirements
          of the other provisions of this Section: (A) collect, liquidate,
          sell or otherwise dispose of Receivables and Financed Equipment
          as and to the extent permitted or required by the Basic Documents
          and (B) make cash payments out of the Trust Accounts as and to
          the extent permitted or required by the Basic Documents so long
          as the Issuer shall deliver to the Indenture Trustee every six
          months, commencing December 2001, an Officers' Certificate of the
          Issuer stating that all such dispositions of Collateral that
          occurred since the execution of the previous such Officers'
          Certificate (or for the first such Officers' Certificate, since
          the Closing Date) were in the ordinary course of the Issuer's
          business and that the proceeds thereof were applied in accordance
          with the Basic Documents.

         SECTION 11.2. Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or
that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an Authorized Officer of the Issuer
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or
in the exercise of reasonable care should know, that the certificate,
opinion or representations with respect to the matters upon which his
certificate or opinion is based is/are erroneous. Any such certificate of
an Authorized Officer or Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Servicer, the Seller, the
Issuer or the Administrator, stating that the information with respect to
such factual matters is in the possession of the Servicer, the Seller, the
Issuer or the Administrator, as applicable, unless such Authorized Officer
or counsel knows, or in the exercise of reasonable care should know, that
the certificate, opinion or representations with respect to such matters
is/are erroneous.

                                    58
<PAGE>

         Where any Person is required or permitted to make, give or execute
two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not,
be consolidated and form one instrument.

         Whenever in this Indenture, in connection with any application,
certificate or report to the Indenture Trustee, it is provided that the
Issuer shall deliver any document as a condition of the granting of such
application, or as evidence of the Issuer's compliance with any term
hereof, it is intended that the truth and accuracy, at the time of the
granting of such application or at the effective date of such certificate
or report (as the case may be), of the facts and opinions stated in such
document shall in such case be conditions precedent to the right of the
Issuer to have such application granted or to the sufficiency of such
certificate or report. The foregoing shall not, however, be construed to
affect the Indenture Trustee's right to rely upon the truth and accuracy of
any statement or opinion contained in any such document as provided in
Article VI.

         SECTION 11.3. Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instrument(s) of substantially similar tenor
signed by such Noteholders in person or by agents duly appointed in
writing; and except as herein otherwise expressly provided, such action
shall become effective when such instrument(s) are delivered to the
Indenture Trustee, and, where it is hereby expressly required, to the
Issuer. Such instrument(s) (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Noteholders
signing such instrument(s). Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 6.1) conclusive in favor of the
Indenture Trustee and the Issuer, if made in the manner provided in this
Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.

         (c) The ownership of Notes shall be proved by the Note Register.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or Act by the Holder of any Notes shall bind the Holder of every Note
issued upon the registration thereof, in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon, whether or not
notation of such action is made upon such Note.

                                    59
<PAGE>

         SECTION 11.4. Notices, etc., to the Indenture Trustee, Issuer and
Rating Agencies. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders, or other documents provided or permitted by
this Indenture, shall be in writing and, if such request, demand,
authorization, direction, notice, consent, waiver or Act of Noteholders is
to be made upon, given or furnished to or filed with:

                  (a) the Indenture Trustee by any Noteholder or by the
         Issuer, shall be sufficient for every purpose hereunder if made,
         given, furnished or filed in writing to or with the Indenture
         Trustee at its Corporate Trust Office, or

                  (b) the Issuer by the Indenture Trustee or by any
         Noteholder, shall be sufficient for every purpose hereunder if in
         writing and mailed, first-class, postage prepaid, to the Issuer
         addressed to: CNH Equipment Trust 2001-A, in care of The Bank of
         New York, 101 Barclay Street, Floor 12E, New York, New York 10286,
         Attention: Corporate Trust Administration - Asset Backed Finance
         Unit, and to Case Credit Corporation, as Administrator, 233 Lake
         Avenue, Racine, Wisconsin 53403, Attention: Treasurer, or at any
         other address previously furnished in writing to the Indenture
         Trustee by the Issuer or the Administrator. The Issuer shall
         promptly transmit any notice received by it from the Noteholders
         to the Indenture Trustee.

         Notices required to be given to the Rating Agencies by the Issuer,
the Indenture Trustee or the Trustee shall be in writing, personally
delivered or mailed by certified mail, return receipt requested, to their
respective addresses set forth in Section 10.3 of the Sale and Servicing
Agreement.

         SECTION 11.5. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class, postage prepaid to each Noteholder
affected by such event, at his address as it appears on the Note Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to
Noteholders is given by mail, neither the failure to mail such notice nor
any defect in any notice so mailed to any particular Noteholder shall
affect the sufficiency of such notice with respect to other Noteholders,
and any notice that is mailed in the manner herein provided shall
conclusively be presumed to have been duly given.

                                    60
<PAGE>

         Where this Indenture provides for notice in any manner, such
notice may be waived in writing by any Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Noteholders shall be filed
with the Indenture Trustee but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such a
waiver.

         In case, by reason of the suspension of regular mail service, it
shall be impractical to mail notice of any event to Noteholders when such
notice is required to be given pursuant to this Indenture, then any manner
of giving such notice as shall be satisfactory to the Indenture Trustee
shall be deemed to be a sufficient giving of such notice.

         Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or
obligations created hereunder, and shall not under any circumstance
constitute a Default or Event of Default.

         SECTION 11.6. Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the
Issuer may enter into any agreement with any Holder of a Note providing for
a method of payment, or notice by the Indenture Trustee or any Paying Agent
to such Holder, that is different from the methods provided for in this
Indenture or the Notes for such payments or notices. The Issuer will
furnish to the Indenture Trustee a copy of each such agreement and the
Indenture Trustee will cause payments to be made and notices to be given in
accordance with such agreements.

         SECTION 11.7. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by the Trust Indenture Act, such
required provision shall control.

         The provisions of TIA ss.ss. 310 through 317 that impose duties on
any Person (including the provisions automatically deemed included herein
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

         SECTION 11.8. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

         SECTION 11.9. Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture
Trustee in this Indenture shall bind its successors, co-trustees and agents
of the Indenture Trustee.

                                    61
<PAGE>

         SECTION 11.10. Severability. Any provision of this Indenture or the
Notes 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 or of
the Notes, as applicable, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

         SECTION 11.11. Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, the Noteholders, any other
party secured hereunder and any other Person with an ownership interest in
any part of the Trust Estate, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

         SECTION 11.12. Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such
date, but may be made on the next Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

         SECTION 11.13. Governing Law. This Indenture 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.

         SECTION 11.14. Counterparts. This Indenture may be executed in any
number of counterparts, each of which when so executed shall be deemed to
be an original, but all such counterparts shall together constitute but one
and the same instrument.

         SECTION 11.15. Recording of Indenture. If this Indenture is subject to
recording in any public recording offices, such recording is to be effected
by the Issuer and, at its expense, accompanied by an Opinion of Counsel
(which may be counsel to the Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection of the Noteholders or any
other Person secured hereunder or for the enforcement of any right or
remedy granted to the Indenture Trustee under this Indenture.

                                    62
<PAGE>

         SECTION 11.16. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Trustee or
the Indenture Trustee on the Notes or under this Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against: (i) the Indenture Trustee or the Trustee in their individual
capacities, (ii) any owner of a beneficial interest in the Issuer or (iii)
any partner, owner, beneficiary, officer, director, employee or agent of:
(a) the Indenture Trustee or the Trustee in their individual capacities,
(b) any owner of a beneficial interest in the Issuer, the Trustee or the
Indenture Trustee or (c) of any successor or assign of the Indenture
Trustee or the Trustee in their individual capacities, except as any such
Person may have expressly agreed (it being understood that the Indenture
Trustee and the Trustee have no such obligations in their individual
capacities) and except that any such partner, owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity. For all purposes of this
Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Trustee shall be subject to, and entitled to the benefits
of, Articles VI, VII and VIII of the Trust Agreement.

         SECTION 11.17. No Petition. The Indenture Trustee, by entering into
this Indenture, and each Noteholder, by accepting a Note, hereby covenant and
agree that they will not at any time institute against the Seller or the
Issuer, or solicit or join or cooperate with or encourage any institution
against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings
under any United States Federal or State bankruptcy or similar law in
connection with any obligations relating to the Notes, this Indenture or
any of the Basic Documents. The foregoing shall not limit the rights of the
Indenture Trustee to file any claim in or otherwise take any action with
respect to any insolvency proceeding that was instituted against the Issuer
by any Person other than the Indenture Trustee.

         SECTION 11.18. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during
the Issuer's normal business hours, to examine all the books of account,
records, reports and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by Independent
certified public accountants, and to discuss the Issuer's affairs, finances
and accounts with the Issuer's officers, employees and Independent
certified public accountants, all at such reasonable times and as often as
may be reasonably requested. The Indenture Trustee shall and shall cause
its representatives to hold in confidence all such information; provided,
however, that the foregoing shall not be construed to prohibit: (i)
disclosure of any and all information that is or becomes publicly know, or
information obtained by the Indenture Trustee from sources other than the
Issuer or Servicer, (ii) disclosure of any and all information: (A) if
required to do so by any applicable statute, law, rule or regulation, (B)
to any government agency or regulatory or self-regulatory body having or
claiming authority to regulate or oversee any aspects of the Indenture
Trustee's business or that of its Affiliates, (C) pursuant to any subpoena,
civil investigative demand or similar demand or request of any court,
regulatory authority, arbitrator or arbitration to which the Indenture
Trustee or an Affiliate or any officer, director, employee or shareholder
thereof is subject, (D) in any preliminary or final offering circular,
registration statement or contract or other document pertaining to the
transactions contemplated by the Indenture and approved in advance by the
Issuer or (E) to any Affiliate, independent or internal auditor, agent,
employee or attorney of the Indenture Trustee having a need to know the
same; provided, that the Indenture Trustee advises such recipient of the
confidential nature of the information being disclosed and such recipient
agrees to keep such information confidential, (iii) any other disclosure
authorized by the Issuer or the Servicer or (iv) disclosure to the other
parties to the transactions contemplated by the Basic Documents.

                                    63
<PAGE>

         SECTION 11.19. Subordination. Issuer and each Noteholder by accepting a
Note acknowledge and agree that such Note represents indebtedness of Issuer
and does not represent an interest in any assets (other than the Trust
Estate) of CNHCR (including by virtue of any deficiency claim in respect of
obligations not paid or otherwise satisfied from the Trust Estate and
proceeds thereof). In furtherance of and not in derogation of the
foregoing, to the extent CNHCR enters into other securitization
transactions, Issuer as well as each Noteholder by accepting a Note
acknowledge and agree that it shall have no right, title or interest in or
to any assets (or interests therein) (other than Trust Estate) conveyed or
purported to be conveyed by CNHCR to another securitization trust or other
Person or Persons in connection therewith (whether by way of a sale,
capital contribution or by virtue of the granting of a lien) ("Other
Assets"). To the extent that, notwithstanding the agreements and provisions
contained in the preceding sentences of this subsection, Issuer or any
Noteholder either (i) asserts an interest or claim to, or benefit from,
Other Assets, whether asserted against or through CNHCR or any other Person
owned by CNHCR, or (ii) is deemed to have any such interest, claim or
benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Federal Bankruptcy Code or
any successor provision having similar effect under the Bankruptcy Code),
and whether deemed asserted against or through CNHCR or any other Person
owned by CNHCR, then Issuer and each Noteholder by accepting a Note further
acknowledges and agrees that any such interest, claim or benefit in or from
Other Assets is and shall be expressly subordinated to the indefeasible
payment in full of all obligations and liabilities of CNHCR which, under
the terms of the relevant documents relating to the securitization of such
Other Assets, are entitled to be paid from, entitled to the benefits of, or
otherwise secured by such Other Assets (whether or not any such entitlement
or security interest is legally perfected or otherwise entitled to a
priority of distribution or application under applicable law, including
insolvency laws, and whether asserted against CNHCR or any other Person
owned by CNHCR), including, the payment of post-petition interest on such
other obligations and liabilities. This subordination agreement shall be
deemed a subordination agreement within the meaning of Section 510(a) of
the Bankruptcy Code. Each Noteholder further acknowledges and agrees that
no adequate remedy at law exists for a breach of this Section 11.19 and the
terms of this Section 11.19 may be enforced by an action for specific
performance.



                                    64
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed by their respective officers duly authorized 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


                           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



                                      S-1                            Indenture
<PAGE>



                                                                   EXHIBIT A-1
                                                                  to Indenture



                             FORM OF A-1 NOTES


REGISTERED                                                       $135,750,0001
No. R-1                                                     CUSIP NO.12613XAL5


         Unless this Note is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
or its agent for registration of transfer, exchange or payment, and any
Note issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                         CNH EQUIPMENT TRUST 2001-A

                    4.035% CLASS A-1 ASSET BACKED NOTES

         CNH Equipment Trust 2001-A, a trust organized and existing under
the laws of the State of Delaware (including any successor, the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of ONE HUNDRED THIRTY-FIVE MILLION, SEVEN
HUNDRED FIFTY THOUSAND DOLLARS ($135,750,000), partially payable on each
Payment Date in an amount equal to the aggregate amount, if any, payable
from the Note Distribution Account in respect of principal on the A-1 Notes
pursuant to Section 3.1 of the Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of the May 15, 2002 Payment Date and the Redemption Date, if any,

_________________________
1   Denominations of $1,000 in treater whole-dollar denominations in
excess thereof.

<PAGE>

pursuant to Section 10.1(a) of the Indenture. The Issuer will pay interest
on this Note at the rate per annum shown above, on each Payment Date until
the principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding
Payment Date), subject to certain limitations contained in Section 3.1 of
the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but
excluding the then current Payment Date or, if no interest has yet been
paid, from the date hereof. Interest will be computed on the basis of a
360-day year and actual days elapsed. Such principal of and interest on
this Note shall be paid in the manner specified in the Indenture.

         The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made
by the Issuer with respect to this Note shall be applied first to interest
due and payable on this Note as provided above and then to the unpaid
principal of this Note.

         Reference is made to the further provisions of this Note set forth
on the reverse hereof, which shall have the same effect as though fully set
forth on the face of this Note.

         Unless the certificate of authentication hereon has been executed
by the Indenture Trustee by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse
hereof, or be valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Dated:  May      , 2001

                           CNH EQUIPMENT TRUST 2001-A

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


                           By:  _______________________________________________
                                Name:__________________________________________
                                Title__________________________________________




<PAGE>


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Dated:  May      , 2001




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


                          By:  ________________________________________________
                               Authorized Signatory




<PAGE>


                             [REVERSE OF NOTE]


         This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its 4.035% Class A-1 Asset Backed Notes (herein
called the "A-1 Notes" or the "Notes"), all issued under an Indenture dated
as of May 1, 2001 (such Indenture, as supplemented or amended, is herein
called the "Indenture") between the Issuer and Bank One, National
Association, not in its individual capacity but solely as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
and obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes. The Notes are subject to all terms of the Indenture.
All terms used in this Note that are not otherwise defined herein and that
are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.

         The Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and
will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture.

         The Issuer shall pay interest on overdue installments of interest
at the A-1 Note Rate to the extent lawful.

         Each Noteholder or Note Owner, by acceptance of a Note, or, in the
case of a Note Owner, a beneficial interest in the Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect
to the obligations of the Issuer or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in
connection therewith, against: (i) the Indenture Trustee or the Trustee in
their individual capacities, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director
or employee of: (a) the Indenture Trustee or the Trustee in their
individual capacities, (b) any holder of a beneficial interest in the
Issuer, the Trustee or the Indenture Trustee or of (c) any successor or
assign of the Indenture Trustee or the Trustee in their individual
capacities, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing
to such entity.

         It is the intent of the Seller, the Servicer, the Noteholders and
the Note Owners that, for purposes of Federal and State income tax and any
other tax measured in whole or in part by income, the Notes qualify as
indebtedness of the Trust. Each Noteholder or Note Owner, by acceptance of
a Note, or, in the case of a Note Owner, a beneficial interest in a Note,
agrees to treat, and to take no action inconsistent with the treatment of,
the Notes for such tax purposes as indebtedness of the Trust.

         Each Noteholder or Note Owner, by acceptance of a Note, or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that by accepting the benefits of the Indenture that such Noteholder will
not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy,
reorganization or arrangement, insolvency or liquidation proceedings under
any United States Federal or State bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Basic
Documents.

         This Note and the Indenture 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 and thereunder shall be determined in accordance with such laws.

         No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest
on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither Bank One, National
Association, in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees, successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any
of the covenants, obligations or indemnifications contained in this Note or
the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Indenture Trustee
for the sole purposes of binding the interests of the Indenture Trustee in
the assets of the Issuer. The Holder of this Note by the acceptance hereof,
and each Note Owner by the acceptance of a beneficial interest herein, each
agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture, the Holder and Note Owner
shall have no claim against any of the foregoing for any deficiency, loss
or claim therefrom; provided, however, that nothing contained herein shall
be taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Note.



<PAGE>


                                 ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

-------------------------------------------------------------------------------

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ________________________________________________________________

_______________________________________________________________________________
                              (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.

Dated:_________________________        _______________________________________*/
                                        Signature Guaranteed:





--------------------------------------------------------------
                                            Signatures must be guaranteed
                                            by an "eligible guarantor
                                            institution" meeting the
                                            requirements of the Note
                                            Registrar, which requirements
                                            include membership or
                                            participation in STAMP or such
                                            other "signature guarantee
                                            program" as may be determined
                                            by the Note Registrar in
                                            addition to, or in substitution
                                            for, STAMP, all in accordance
                                            with the Securities Exchange
                                            Act of 1934, as amended.


------------------------------------

*/       NOTE: The signature to this assignment must correspond with the
         name of the registered owner as it appears on the face of the
         within Note in every particular without alteration, enlargement or
         any change whatsoever.



<PAGE>


                                                                  EXHIBIT A-2
                                                                 to Indenture



                             FORM OF A-2 NOTES


REGISTERED                                                      273,000,0002
No. R-1                                                   CUSIP NO.12613XAM3


         Unless this Note is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
or its agent for registration of transfer, exchange or payment, and any
Note issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                         CNH EQUIPMENT TRUST 2001-A

                 FLOATING RATE CLASS A-2 ASSET BACKED NOTES

         CNH Equipment Trust 2001-A, a trust organized and existing under
the laws of the State of Delaware (including any successor, the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED SEVENTY-THREE MILLION DOLLARS
($273,000,000), partially payable on each Payment Date in an amount equal
to the aggregate amount, if any, payable from the Note Distribution Account
in respect of principal on the A-2 Notes pursuant to Section 3.1 of the
Indenture; provided, however, that the entire unpaid principal amount of

_________________________
2   Denominations of $1,000 and in greater whole-dollar denominations in
excess thereof.

<PAGE>

this Note shall be due and payable on the earlier of the September 15, 2004
Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a)
of the Indenture. Except as provided in Section 5.4 of the Indenture, no
payments of principal of the Notes will be made until the principal of the
A-1 Notes has been paid in full. The Issuer will pay interest on this Note
at the A-2 Note Rate, on each Payment Date until the principal of this Note
is paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all
payments of principal made on the preceding Payment Date), subject to
certain limitations contained in Section 3.1 of the Indenture. Interest on
this Note will accrue for each Payment Date from the most recent Payment
Date on which interest has been paid to but excluding the then current
Payment Date or, if no interest has yet been paid, from the date hereof.
Interest will be computed on the basis of a 360-day year and actual days
elapsed. Such principal of and interest on this Note shall be paid in the
manner specified in the Indenture.

         The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made
by the Issuer with respect to this Note shall be applied first to interest
due and payable on this Note as provided above and then to the unpaid
principal of this Note.

         Reference is made to the further provisions of this Note set forth
on the reverse hereof, which shall have the same effect as though fully set
forth on the face of this Note.

         Unless the certificate of authentication hereon has been executed
by the Indenture Trustee by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse
hereof, or be valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Dated:  May ___, 2001

                            CNH EQUIPMENT TRUST 2001-A

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


                            By:  _____________________________________________
                                 Name:________________________________________
                                 Title________________________________________




<PAGE>


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Dated:  May ___, 2001




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


                            By:  ______________________________________________
                                 Authorized Signatory




<PAGE>

                             [REVERSE OF NOTE]


         This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Floating Rate Class A-2 Asset Backed Notes
(herein called the "A-2 Notes" or the "Notes"), all issued under an
Indenture dated as of May 1, 2001 (such Indenture, as supplemented or
amended, is herein called the "Indenture") between the Issuer and Bank One,
National Association, not in its individual capacity but solely as trustee
(the "Indenture Trustee", which term includes any successor Indenture
Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of
the Indenture. All terms used in this Note that are not otherwise defined
herein and that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.

         The Notes, the A-1 Notes, the A-3 Notes and the A-4 Notes are and
will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture.

         The Issuer shall pay interest on overdue installments of interest
at the A-2 Note Rate to the extent lawful.

         Each Noteholder or Note Owner, by acceptance of a Note, or, in the
case of a Note Owner, a beneficial interest in the Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect
to the obligations of the Issuer or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in
connection therewith, against: (i) the Indenture Trustee or the Trustee in
their individual capacities, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director
or employee of: (a) the Indenture Trustee or the Trustee in their
individual capacities, (b) any holder of a beneficial interest in the
Issuer, the Trustee or the Indenture Trustee or of (c) any successor or
assign of the Indenture Trustee or the Trustee in their individual
capacities, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing
to such entity.

         It is the intent of the Seller, the Servicer, the Noteholders and
the Note Owners that, for purposes of Federal and State income tax and any
other tax measured in whole or in part by income, the Notes qualify as
indebtedness of the Trust. Each Noteholder or Note Owner, by acceptance of
a Note, or, in the case of a Note Owner, a beneficial interest in a Note,
agrees to treat, and to take no action inconsistent with the treatment of,
the Notes for such tax purposes as indebtedness of the Trust.

         Each Noteholder or Note Owner, by acceptance of a Note, or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that by accepting the benefits of the Indenture that such Noteholder will
not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy,
reorganization or arrangement, insolvency or liquidation proceedings under
any United States Federal or State bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Basic
Documents.

         This Note and the Indenture 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 and thereunder shall be determined in accordance with such laws.

         No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest
on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither Bank One, National
Association, in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees, successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any
of the covenants, obligations or indemnifications contained in this Note or
the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Indenture Trustee
for the sole purposes of binding the interests of the Indenture Trustee in
the assets of the Issuer. The Holder of this Note by the acceptance hereof,
and each Note Owner by the acceptance of a beneficial interest herein, each
agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture, the Holder and Note Owner
shall have no claim against any of the foregoing for any deficiency, loss
or claim therefrom; provided, however, that nothing contained herein shall
be taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Note.



<PAGE>


                                 ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

-------------------------------------------------------------------------------

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto __________________________________________________________________________

_______________________________________________________________________________
                      (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints ______________________, attorney, to transfer said
Note on the books kept for registration thereof, with full power of
substitution in the premises.

Dated: ______________________      __________________________________________*/

                                      Signature Guaranteed:





-------------------------------------------------------
                                            Signatures must be guaranteed
                                            by an "eligible guarantor
                                            institution" meeting the
                                            requirements of the Note
                                            Registrar, which requirements
                                            include membership or
                                            participation in STAMP or such
                                            other "signature guarantee
                                            program" as may be determined
                                            by the Note Registrar in
                                            addition to, or in substitution
                                            for, STAMP, all in accordance
                                            with the Securities Exchange
                                            Act of 1934, as amended.


-------------------------

*/       NOTE: The signature to this assignment must correspond with the
         name of the registered owner as it appears on the face of the
         within Note in every particular without alteration, enlargement or
         any change whatsoever.



<PAGE>

                                                                  EXHIBIT A-3
                                                                 to Indenture



                             FORM OF A-3 NOTES


REGISTERED                                                       $212,000,0003
No. R-1                                                    CUSIP NO. 12613XAN1


         Unless this Note is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
or its agent for registration of transfer, exchange or payment, and any
Note issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                         CNH EQUIPMENT TRUST 2001-A

                 FLOATING RATE CLASS A-3 ASSET BACKED NOTES

         CNH Equipment Trust 2001-A, a trust organized and existing under
the laws of the State of Delaware (including any successor, the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED TWELVE MILLION DOLLARS
($212,000,000), partially payable on each Payment Date in an amount equal
to the aggregate amount, if any, payable from the Note Distribution Account
in respect of principal on the A-3 Notes pursuant to Section 3.1 of the
Indenture; provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the November 15, 2005

_____________________
3  Denominations of $1,000 and in greater whole-dollar denominations in
excess thereof.

<PAGE>

Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a)
of the Indenture. Except as provided in Section 5.4 of the Indenture, no
payments of principal of the Notes will be made until the principal of the
A-1 Notes and the A-2 Notes has been paid in full. The Issuer will pay
interest on this Note at the A-3 Note Rate, on each Payment Date until the
principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding
Payment Date), subject to certain limitations contained in Section 3.1 of
the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but
excluding the then current Payment Date or, if no interest has yet been
paid, from the date hereof. Interest will be computed on the basis of a
360-day year and actual days elapsed. Such principal of and interest on
this Note shall be paid in the manner specified in the Indenture.

         The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made
by the Issuer with respect to this Note shall be applied first to interest
due and payable on this Note as provided above and then to the unpaid
principal of this Note.

         Reference is made to the further provisions of this Note set forth
on the reverse hereof, which shall have the same effect as though fully set
forth on the face of this Note.

         Unless the certificate of authentication hereon has been executed
by the Indenture Trustee by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse
hereof, or be valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Dated:  May ___, 2001

                             CNH EQUIPMENT TRUST 2001-A

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


                             By:  _____________________________________________
                                  Name:________________________________________
                                  Title:_______________________________________




<PAGE>


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Dated:  May ___, 2001




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


                            By:  ______________________________________________
                                         Authorized Signatory




<PAGE>
                             [REVERSE OF NOTE]


         This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Floating Rate Class A-3 Asset Backed Notes
(herein called the "A-3 Notes" or the "Notes"), all issued under an
Indenture dated as of May 1, 2001 (such Indenture, as supplemented or
amended, is herein called the "Indenture") between the Issuer and Bank One,
National Association, not in its individual capacity but solely as trustee
(the "Indenture Trustee", which term includes any successor Indenture
Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of
the Indenture. All terms used in this Note that are not otherwise defined
herein and that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.

         The Notes, the A-1 Notes, the A-2 Notes and the A-4 Notes are and
will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture.

         The Issuer shall pay interest on overdue installments of interest
at the A-3 Note Rate to the extent lawful.

         Each Noteholder or Note Owner, by acceptance of a Note, or, in the
case of a Note Owner, a beneficial interest in the Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect
to the obligations of the Issuer or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in
connection therewith, against: (i) the Indenture Trustee or the Trustee in
their individual capacities, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director
or employee of: (a) the Indenture Trustee or the Trustee in their
individual capacities, (b) any holder of a beneficial interest in the
Issuer, the Trustee or the Indenture Trustee or of (c) any successor or
assign of the Indenture Trustee or the Trustee in their individual
capacities, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing
to such entity.

         It is the intent of the Seller, the Servicer, the Noteholders and
the Note Owners that, for purposes of Federal and State income tax and any
other tax measured in whole or in part by income, the Notes qualify as
indebtedness of the Trust. Each Noteholder or Note Owner, by acceptance of
a Note, or, in the case of a Note Owner, a beneficial interest in a Note,
agrees to treat, and to take no action inconsistent with the treatment of,
the Notes for such tax purposes as indebtedness of the Trust.

         Each Noteholder or Note Owner, by acceptance of a Note, or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that by accepting the benefits of the Indenture that such Noteholder will
not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy,
reorganization or arrangement, insolvency or liquidation proceedings under
any United States Federal or State bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Basic
Documents.

         This Note and the Indenture 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 and thereunder shall be determined in accordance with such laws.

         No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest
on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither Bank One, National
Association, in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees, successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any
of the covenants, obligations or indemnifications contained in this Note or
the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Indenture Trustee
for the sole purposes of binding the interests of the Indenture Trustee in
the assets of the Issuer. The Holder of this Note by the acceptance hereof,
and each Note Owner by the acceptance of a beneficial interest herein, each
agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture, the Holder and Note Owner
shall have no claim against any of the foregoing for any deficiency, loss
or claim therefrom; provided, however, that nothing contained herein shall
be taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Note.



<PAGE>


                                 ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

-------------------------------------------------------------------------------

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ___________________________________________________________________________

--------------------------------------------------------------------------------
                       (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.

Dated:________________________        _______________________________________*/

                                       Signature Guaranteed:





----------------------------------------------------
                                            Signatures must be guaranteed
                                            by an "eligible guarantor
                                            institution" meeting the
                                            requirements of the Note
                                            Registrar, which requirements
                                            include membership or
                                            participation in STAMP or such
                                            other "signature guarantee
                                            program" as may be determined
                                            by the Note Registrar in
                                            addition to, or in substitution
                                            for, STAMP, all in accordance
                                            with the Securities Exchange
                                            Act of 1934, as amended.


------------------------------------

*/       NOTE: The signature to this assignment must correspond with the
         name of the registered owner as it appears on the face of the
         within Note in every particular without alteration, enlargement or
         any change whatsoever.



<PAGE>


                                                                   EXHIBIT A-4
                                                                  to Indenture



                             FORM OF A-4 NOTES


REGISTERED                                                      $220,750,0004
No. R-1                                                   CUSIP NO. 12613XAP6


         Unless this Note is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
or its agent for registration of transfer, exchange or payment, and any
Note issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                         CNH EQUIPMENT TRUST 2001-A

                     5.38% CLASS A-4 ASSET BACKED NOTES

         CNH Equipment Trust 2001-A, a trust organized and existing under
the laws of the State of Delaware (including any successor, the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED TWENTY MILLION SEVEN HUNDRED
FIFTY THOUSAND DOLLARS ($220,750,000), partially payable on each Payment
Date in an amount equal to the aggregate amount, if any, payable from the
Note Distribution Account in respect of principal on the A-4 Notes pursuant
to Section 3.1 of the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of

________________________
4  Denominations of $1,000 and in greater whole-dollar denominations in
excess thereof.

<PAGE>

the August 15, 2007 Payment Date and the Redemption Date, if any, pursuant
to Section 10.1(a) of the Indenture. Except as provided in Section 5.4 of
the Indenture, no payments of principal of the Notes will be made until the
principal of the A-1 Notes, the A-2 Notes and the A-3 Notes has been paid
in full. The Issuer will pay interest on this Note at the rate per annum
shown above, on each Payment Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all
payments of principal made on the preceding Payment Date), subject to
certain limitations contained in Section 3.1 of the Indenture. Interest on
this Note will accrue for each Payment Date from the most recent Payment
Date on which interest has been paid to but excluding the then current
Payment Date or, if no interest has yet been paid, from the date hereof.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the
manner specified in the Indenture.

         The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made
by the Issuer with respect to this Note shall be applied first to interest
due and payable on this Note as provided above and then to the unpaid
principal of this Note.

         Reference is made to the further provisions of this Note set forth
on the reverse hereof, which shall have the same effect as though fully set
forth on the face of this Note.

         Unless the certificate of authentication hereon has been executed
by the Indenture Trustee by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse
hereof, or be valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Dated:  May ___, 2001

                           CNH EQUIPMENT TRUST 2001-A

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


                           By:  _______________________________________________
                                Name:__________________________________________
                                Title:_________________________________________




<PAGE>


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Dated:  May ___, 2001




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

                          By:  ______________________________________________
                               Authorized Signatory
<PAGE>


                             [REVERSE OF NOTE]


         This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its 5.38% Class A-4 Asset Backed Notes (herein called
the "A-4 Notes" or the "Notes"), all issued under an Indenture dated as of
May 1, 2001 (such Indenture, as supplemented or amended, is herein called
the "Indenture") between the Issuer and Bank One, National Association, not
in its individual capacity but solely as trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the
Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in
the Indenture shall have the meanings assigned to them in or pursuant to
the Indenture.

         The Notes, the A-1 Notes, the A-2 Notes and the A-3 Notes are and
will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture.

         The Issuer shall pay interest on overdue installments of interest
at the A-4 Note Rate to the extent lawful.

         Each Noteholder or Note Owner, by acceptance of a Note, or, in the
case of a Note Owner, a beneficial interest in the Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect
to the obligations of the Issuer or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in
connection therewith, against: (i) the Indenture Trustee or the Trustee in
their individual capacities, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director
or employee of: (a) the Indenture Trustee or the Trustee in their
individual capacities, (b) any holder of a beneficial interest in the
Issuer, the Trustee or the Indenture Trustee or of (c) any successor or
assign of the Indenture Trustee or the Trustee in their individual
capacities, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing
to such entity.

         It is the intent of the Seller, the Servicer, the Noteholders and
the Note Owners that, for purposes of Federal and State income tax and any
other tax measured in whole or in part by income, the Notes qualify as
indebtedness of the Trust. Each Noteholder or Note Owner, by acceptance of
a Note, or, in the case of a Note Owner, a beneficial interest in a Note,
agrees to treat, and to take no action inconsistent with the treatment of,
the Notes for such tax purposes as indebtedness of the Trust.

         Each Noteholder or Note Owner, by acceptance of a Note, or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that by accepting the benefits of the Indenture that such Noteholder will
not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy,
reorganization or arrangement, insolvency or liquidation proceedings under
any United States Federal or State bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Basic
Documents.

         This Note and the Indenture 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 and thereunder shall be determined in accordance with such laws.

         No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest
on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither Bank One, National
Association, in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees, successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any
of the covenants, obligations or indemnifications contained in this Note or
the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Indenture Trustee
for the sole purposes of binding the interests of the Indenture Trustee in
the assets of the Issuer. The Holder of this Note by the acceptance hereof,
and each Note Owner by the acceptance of a beneficial interest herein, each
agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture, the Holder and Note Owner
shall have no claim against any of the foregoing for any deficiency, loss
or claim therefrom; provided, however, that nothing contained herein shall
be taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Note.



<PAGE>


                                 ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

-------------------------------------------------------------------------------

       FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers

unto __________________________________________________________________________


-------------------------------------------------------------------------------
                              (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.

Dated:__________________________     ________________________________________*/

                                      Signature Guaranteed:





--------------------------------------------------
                                            Signatures must be guaranteed
                                            by an "eligible guarantor
                                            institution" meeting the
                                            requirements of the Note
                                            Registrar, which requirements
                                            include membership or
                                            participation in STAMP or such
                                            other "signature guarantee
                                            program" as may be determined
                                            by the Note Registrar in
                                            addition to, or in substitution
                                            for, STAMP, all in accordance
                                            with the Securities Exchange
                                            Act of 1934, as amended.





------------------------------------

*/       NOTE: The signature to this assignment must correspond with the
         name of the registered owner as it appears on the face of the
         within Note in every particular without alteration, enlargement or
         any change whatsoever.



<PAGE>

                                                                   EXHIBIT A-5
                                                                  to Indenture



                           FORM OF CLASS B NOTES


REGISTERED                                                      $38,250,0005
No. R-1                                                  CUSIP NO. 12613XAQ4


         Unless this Note is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
or its agent for registration of transfer, exchange or payment, and any
Note issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                         CNH EQUIPMENT TRUST 2001-A

                      5.73% CLASS B ASSET BACKED NOTES

         CNH Equipment Trust 2001-A, a trust organized and existing under
the laws of the State of Delaware (including any successor, the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of THIRTY-EIGHT MILLION TWO HUNDRED FIFTY
THOUSAND DOLLARS ($38,250,000), partially payable on each Payment Date in
an amount equal to the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class B Notes pursuant
to Section 3.1 of the Indenture; provided, however, that the entire unpaid

________________________
5  Denominations of $1,000 and in greater whole-dollar denominations in
excess thereof.

<PAGE>

principal amount of this Note shall be due and payable on the earlier of
the May 15, 2008 Payment Date and the Redemption Date, if any, pursuant to
Section 10.1(a) of the Indenture. No payments of principal of the Notes
will be made on any Payment Date until the principal of the A-1 Notes, A-2
Notes, A-3 Notes and A-4 Notes due on that Payment Date has been paid in
full. The Issuer will pay interest on this Note at the rate per annum shown
above, on each Payment Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all
payments of principal made on the preceding Payment Date), subject to
certain limitations contained in Section 3.1 of the Indenture. Interest on
this Note will accrue for each Payment Date from the most recent Payment
Date on which interest has been paid to but excluding the then current
Payment Date or, if no interest has yet been paid, from the date hereof.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the
manner specified in the Indenture.

         The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made
by the Issuer with respect to this Note shall be applied first to interest
due and payable on this Note as provided above and then to the unpaid
principal of this Note.

         Reference is made to the further provisions of this Note set forth
on the reverse hereof, which shall have the same effect as though fully set
forth on the face of this Note.

         Unless the certificate of authentication hereon has been executed
by the Indenture Trustee by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse
hereof, or be valid or obligatory for any purpose.



<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Dated:  May ___, 2001




                              CNH EQUIPMENT TRUST 2001-A

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


                              By:  ____________________________________________
                                   Name:_______________________________________
                                   Title:______________________________________




<PAGE>


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Dated:  May ___, 2001

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

                                    By:  ______________________________________
                                         Authorized Signatory




<PAGE>

                             [REVERSE OF NOTE]


         This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its 5.73% Class B Asset Backed Notes (herein called
the "Class B Notes" or the "Notes"), all issued under an Indenture dated as
of May 1, 2001 (such Indenture, as supplemented or amended, is herein
called the "Indenture") between the Issuer and Bank One, National
Association, not in its individual capacity but solely as trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
and obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes. The Notes are subject to all terms of the Indenture.
All terms used in this Note that are not otherwise defined herein and that
are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.

         The Class B Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture,
but the interest of the Class B Noteholders in such collateral is
subordinated and second to the rights of the Class A Noteholders.

         The Issuer shall pay interest on overdue installments of interest
at the Class B Note Rate to the extent lawful.

         Each Noteholder or Note Owner, by acceptance of a Note, or, in the
case of a Note Owner, a beneficial interest in the Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect
to the obligations of the Issuer or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in
connection therewith, against: (i) the Indenture Trustee or the Trustee in
their individual capacities, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director
or employee of: (a) the Indenture Trustee or the Trustee in their
individual capacities, (b) any holder of a beneficial interest in the
Issuer, the Trustee or the Indenture Trustee or of (c) any successor or
assign of the Indenture Trustee or the Trustee in their individual
capacities, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing
to such entity.

         It is the intent of the Seller, the Servicer, the Noteholders and
the Note Owners that, for purposes of Federal and State income tax and any
other tax measured in whole or in part by income, the Notes qualify as
indebtedness of the Trust. Each Noteholder or Note Owner, by acceptance of
a Note, or, in the case of a Note Owner, a beneficial interest in a Note,
agrees to treat, and to take no action inconsistent with the treatment of,
the Notes for such tax purposes as indebtedness of the Trust.

         Each Noteholder or Note Owner, by acceptance of a Note, or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that by accepting the benefits of the Indenture that such Noteholder will
not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy,
reorganization or arrangement, insolvency or liquidation proceedings under
any United States Federal or State bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Basic
Documents.

         This Note and the Indenture 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 and thereunder shall be determined in accordance with such laws.

         No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest
on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither Bank One, National
Association, in its individual capacity, any owner of a beneficial interest
in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees, successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any
of the covenants, obligations or indemnifications contained in this Note or
the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Indenture Trustee
for the sole purposes of binding the interests of the Indenture Trustee in
the assets of the Issuer. The Holder of this Note by the acceptance hereof,
and each Note Owner by the acceptance of a beneficial interest herein, each
agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture, the Holder and Note Owner
shall have no claim against any of the foregoing for any deficiency, loss
or claim therefrom; provided, however, that nothing contained herein shall
be taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Note.



<PAGE>


                                 ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

-------------------------------------------------------------------------------

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto __________________________________________________________________________

-------------------------------------------------------------------------------
                              (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer said Note on the books
kept for registration thereof, with full power of substitution in the
premises.

Dated:__________________________      _______________________________________*/

                                       Signature Guaranteed:





-------------------------------------------------
                                            Signatures must be guaranteed
                                            by an "eligible guarantor
                                            institution" meeting the
                                            requirements of the Note
                                            Registrar, which requirements
                                            include membership or
                                            participation in STAMP or such
                                            other "signature guarantee
                                            program" as may be determined
                                            by the Note Registrar in
                                            addition to, or in substitution
                                            for, STAMP, all in accordance
                                            with the Securities Exchange
                                            Act of 1934, as amended.





------------------------------------

*/       NOTE: The signature to this assignment must correspond with the
         name of the registered owner as it appears on the face of the
         within Note in every particular without alteration, enlargement or
         any change whatsoever.



<PAGE>


                                                                     EXHIBIT B
                                                                  to Indenture



                 FORM OF SECTION 3.9 OFFICERS' CERTIFICATE



---------------------------, ----------


Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126

         Pursuant to Section 3.9 of the Indenture, dated as of May 1, 2001
(the "Indenture") between CNH Equipment Trust 2001-A (the "Issuer") and
Bank One, National Association, as Indenture Trustee, the undersigned
hereby certify that:

                  (a) a review of the activities of the Issuer during the
         previous fiscal year and of performance under the Indenture has
         been made under the supervision of the undersigned; and

                  (b) to the best knowledge of the undersigned, based on
         such review, the Issuer has complied with all conditions and
         covenants under the Indenture throughout such year. [or, if there
         has been a default in the compliance of any such condition or
         covenant, this certificate is to specify each such default known
         to the undersigned and the nature and status thereof]

                             CNH EQUIPMENT TRUST 2001-A

                             By:  _____________________________________________
                                  Name:________________________________________
                                  Title:_______________________________________


                             By:  _____________________________________________
                                  Name:________________________________________
                                  Title:_______________________________________