<PAGE>
                                                                  EXHIBIT 10.2.4

[Confidential and Proprietary Information removed and is available to the SEC on
                                    request]

                  THIRD AMENDMENT, dated as of January 13, 2004 (this
"Amendment"), to the Amended and Restated Transfer and Administration Agreement
(the "Agreement"), dated as of December 15, 2000, as amended as of January 15,
2002 and as of January 14, 2003, by and among CNH Capital Receivables Inc., a
Delaware corporation, as transferor (the "Transferor"), Case Credit Corporation,
a Delaware corporation ("Case Credit"), in its individual capacity and as
Servicer (the "Servicer"), the several commercial paper conduits listed on
Schedule I thereto and their respective permitted successors and assigns (the
"CP Conduit Purchasers"), the several banks party thereto (the "APA Banks"), the
agent banks party thereto (the "Funding Agents") and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as administrative agent for the CP
Conduit Purchasers, the APA Banks and the Funding Agents (the "Administrative
Agent").


                              W I T N E S S E T H:

                  WHEREAS, the Transferor has requested, and, upon this
Amendment becoming effective, the Servicer, the CP Conduit Purchasers, the APA
Banks, the Funding Agents and the Administrative Agent have agreed, that certain
provisions of the Agreement be amended in the manner provided for in this
Amendment.

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                  1. Defined Terms.  All capitalized terms defined in the
Agreement and used herein shall have the meanings given to them therein.

                  2. Amendments to Article I.  Article I of the Agreement is
hereby amended by:

                  (a) inserting the following new defined terms in alphabetical
         order:

                  "`Backup Servicer' shall mean (i) Systems & Services
         Technologies, Inc., a Delaware corporation, and its successors and
         assigns, or (ii) an institution that is selected by the Servicer with
         the consent of the Purchasers (which consent shall not be unreasonably
         withheld).

                  `Backup Servicer Account' is defined in Section 8.1(a).

                  `Backup Servicer Account Required Amount' shall mean $300,000;
         provided, however that the Backup Servicer Account Required Amount
         shall be zero on any Settlement Date on which the unsecured long-term
         debt of CNH Global N.V. is rated at least Ba2 by Moody's.

                  `Backup Servicer Account Shortfall Amount' is defined in
         Section 7.14.

                  `Backup Servicer Expenses' is defined in Section 7.14.

                  `Backup Servicer Fees' shall mean the fees payable to the
         Backup Servicer pursuant to the Backup Servicing Agreement which in any
         event shall not accrue at a rate per annum in excess of [Confidential].

                  `Backup Servicing Agreement' means the agreement to be entered
         into by the Transferor, the Servicer and the Backup Servicer pursuant
         to which the Backup Servicer agrees, among other things, to:



<PAGE>
                                                                               2




                           (a) on a one-time basis, obtain data and systems
                  information from the Servicer's servicing system, confirm that
                  such data is readable by the Backup Servicer and map such data
                  to the Backup Servicer's systems; and

                           (b) on a monthly basis, based on information relating
                  to the Pooled Receivables provided to the Backup Servicer by
                  the Servicer as of the last day of the immediately preceding
                  Collection Period, confirm the accuracy of the following
                  information contained in the Servicing Statement for such
                  Collection Period: the aggregate Realized Losses on all Pooled
                  Receivables that became Liquidated Receivables during such
                  Collection Period, the Pooled Receivable Delinquency Ratio on
                  the Settlement Date immediately succeeding such Collection
                  Period and the Pool Balance set forth in such Servicing
                  Statement.

                  `Realized Losses' means, with respect to any Liquidated
         Receivable, the excess of the Principal Balance of such Liquidated
         Receivable plus accrued and unpaid interest thereon over the amount of
         any related Liquidation Proceeds.";

                  (b) deleting therefrom the definitions of "Performance
Guarantor" and "Performance Guaranty" in their respective entireties;

                  (c) deleting therefrom the definitions of the following
defined terms in their respective entireties and substituting in lieu thereof
the following new definitions:

                  "`Basic Documents' shall mean the Receivables Purchase
         Agreements, the Assignments, this Agreement, the Backup Servicing
         Agreement, the Fee Letter, the Transferred Receivables Assignments, the
         Pooled Interest Rate Caps and the Interest Rate Cap Assignments.

                  `Discounted Present Value' shall mean, on any Settlement Date,
         an amount equal to the present value, discounted at a rate per annum
         equal to the sum of (i) the Cap Strike Rate for such Settlement Date
         and (ii) the sum of (A) the product of 1.50 times the Net Loss
         Percentage for such Settlement Date, (B) [Confidential] and (C)
         [Confidential], of the payments on a Receivable having (x) equal
         monthly payments in an amount equal to the Monthly Payment Amount on
         such Settlement Date and (y) a term to maturity equal to the Weighted
         Average Maturity on such Settlement Date.

                  `Required Enhancement Percentage' shall mean on any Settlement
         Date (i) during any period when the unsecured long-term debt of CNH
         Global N.V. is rated at least BB by S&P and at least Ba2 by Moody's,
         [Confidential] and (ii) during any period when the unsecured long-term
         debt of CNH Global N.V. does not satisfy the ratings required by clause
         (i) hereof, [Confidential]; provided, however, that if (A) the Net Loss
         Percentage on any Settlement Date exceeds [Confidential] or (B) the CNH
         Portfolio Delinquency Ratio on any Settlement Date exceeds
         [Confidential], the Required Enhancement Percentage on such Settlement
         Date shall equal the sum of [Confidential] and the percentage set forth
         in clause (i) or (ii) then applicable.

                  `Scheduled Expiry Date' shall mean, with respect to any
         Purchaser, the later of (a) January 11, 2005 and (b) the last day of
         any extension of such Purchaser's Commitment made in accordance with
         Section 3.1(c)."

                  3. Amendment to Article II of the Agreement.  Article II of
the Agreement is hereby amended by inserting the following new subsection (c) to
Section 2.4 thereof:



<PAGE>
                                                                               3


                  "(c) As collateral security for the Transferor's obligation to
         make funds available in the Backup Servicer Account available to the
         Administrative Agent to pay Backup Servicer Expenses, the Transferor
         hereby assigns to the Administrative Agent on behalf of the Purchasers,
         all of the Transferor's right, title and interest in and to the Backup
         Servicer Account and all funds on deposit from time to time in the
         Backup Servicer Account and in all investments and proceeds thereof
         (including all income thereon). The Administrative Agent, on behalf of
         the Purchasers, acknowledges such grant of security and agrees to
         perform its duties with respect thereto as expressly set forth in this
         Agreement."

                  4. Amendment to Article VII of the Agreement. Article VII of
the Agreement is hereby amended by inserting the following three new sentences
after the first sentence of Section 7.14 thereof:

         "All reasonable costs and expenses (including attorneys' fees) incurred
         in connection with the engagement of a Backup Servicer, including any
         engagement fees, travel expenses or due diligence costs (such fees,
         expenses and costs, the "Backup Servicer Expenses") shall be paid from
         funds available in the Backup Servicer Account upon presentation of
         reasonable documentation to the Administrative Agent. Distributions of
         Backup Servicer Expenses shall be made in accordance with Section 8.4.
         To the extent that Backup Servicer Expenses exceed the amount on
         deposit in the Backup Servicer Account (any such shortfall, a "Backup
         Servicer Account Shortfall Amount"), the Servicer agrees, within thirty
         days of demand thereof, to deposit in the Backup Servicer Account, such
         Backup Servicer Account Shortfall Amount."

                  5. Amendment to Article VIII of the Agreement. Article VIII of
the Agreement is hereby amended by: (a) inserting the following new sentence
after the first sentence of Section 8.1(a) thereof:

         "On or prior to January 13, 2004, the Servicer shall have established
         and shall thereafter maintain in the name of the Administrative Agent,
         an Eligible Deposit Account (the "Backup Servicer Account"), bearing a
         designation clearly indicating that the funds deposited therein are
         held for the Administrative Agent on behalf of the Purchasers and the
         Backup Servicer.";

         (b) deleting Section 8.1(b) thereof in its entirety and inserting the
following new Section 8.1(b) in lieu thereof:

                  "(b) Funds on deposit in the Collection Account, the Backup
         Servicer Account and the Spread Account shall be invested or reinvested
         by the Administrative Agent in Eligible Investments selected by and as
         directed in writing by the Servicer (which written direction may be in
         the form of standing instructions); provided, however, it is understood
         and agreed that the Administrative Agent shall not be liable for the
         selection of, or any loss arising from such investment in, Eligible
         Investments. All such Eligible Investments shall be held by the
         Administrative Agent for the benefit of the Purchasers (and for the
         purposes of Article 8 of the UCC, each Eligible Investment is intended
         to constitute a Financial Asset, and the Collection Account, the Backup
         Servicer Account and the Spread Account are intended to constitute
         Securities Accounts); provided, that on

<PAGE>
                                                                               4


         each Settlement Date, all Investment Earnings on funds on deposit in
         the Collection Account and the Spread Account shall be deposited into
         the Collection Account and shall be allocated in accordance with
         Section 8.2(c) or 8.2(d) on such Settlement Date. Investment earnings
         on funds on deposit in the Backup Servicer Account shall be retained in
         the Backup Servicer Account, subject to withdrawal pursuant to Section
         8.4. Funds on deposit in the Collection Account, the Backup Servicer
         Account and the Spread Account shall be invested in Eligible
         Investments that will mature so that such funds will be available at
         the close of business on the Business Day preceding the following
         Settlement Date; provided, however, that funds on deposit in the
         Collection Account, the Backup Servicer Account and the Spread Accounts
         may be invested in Eligible Investments of the entity serving as the
         Administrative Agent that may mature so that such funds will be
         available on the Settlement Date.";

         (c) inserting the following new sentence after the second sentence of
paragraph (i) of Section 8.1(c) thereof:

         "The Administrative Agent shall possess all right, title and interest
         in all funds on deposit from time to time in the Backup Servicer
         Account and in all proceeds thereof (including all income thereon). The
         Backup Servicer Account shall be under the sole dominion and control of
         the Administrative Agent for the benefit of the Purchasers and the
         Backup Servicer.";

         (d) deleting the third sentence of paragraph (i) of Section 8.1(c)
thereof in its entirety and inserting in lieu thereof the following new
sentence:

         "If, at any time, any of the Collection Account, the Backup Servicer
         Account or the Spread Account ceases to be an Eligible Deposit Account,
         the Administrative Agent (or the Servicer on its behalf) shall within
         10 Business Days (or such longer period, not to exceed 30 calendar
         days, as to which the Administrative Agent may consent) establish a new
         Collection Account, Backup Servicer Account or Spread Account, as the
         case may be, as an Eligible Deposit Account and shall transfer any cash
         and/or any investments held in the no-longer Eligible Deposit Account
         to such new Collection Account, Backup Servicer Account or Spread
         Account.";

         (e) deleting the words "the Collection Account and the Spread Account"
each time they appear in Section 8.1(f) thereof and inserting in lieu thereof
the words "the Collection Account, the Backup Servicer Account and the Spread
Account.";

         (f) deleting Section 8.2(c) thereof in its entirety and inserting the
following new Section 8.2(c) in lieu thereof:

                  (c) On each Settlement Date prior to the occurrence of a
         Termination Event, the Administrative Agent shall distribute, in
         accordance with the Servicing Statement delivered on the preceding
         Determination Date, the Total Cash Available for such Settlement Date
         and any amounts withdrawn from the Spread Account and deposited in the
         Collection Account pursuant to Section 8.2(b) in the following order of
         priority:

                           (i) first, to the Backup Servicer, any accrued and
                  unpaid Backup


<PAGE>

                                                                               5

                  Servicing Fees;

                           (ii) second, to the Administrative Agent, an amount
                  equal to the Aggregate Monthly Funding Costs for such
                  Settlement Date;

                           (iii) third, to the Administrative Agent, an amount
                  equal to the Principal Payment Amount for such Settlement
                  Date, to be used to reduce the Aggregate Net Investment;

                           (iv) fourth, to the Administrative Agent, an amount
                  equal to the Unused Fees payable to the Purchasers on such
                  Settlement Date in accordance with Section 3.3;

                           (v)  fifth, to the Servicer, the amount of the
                  Servicing Fee for such Settlement Date;

                           (vi) sixth, to the Spread Account, to the extent that
                  the amount on deposit in the Spread Account on such Settlement
                  Date is less than the Specified Spread Account Balance with
                  respect to such Settlement Date;

                           (vii) seventh, to the Administrative Agent, an amount
                  equal to the Article 14 Costs and any other amounts payable to
                  the Purchasers on such Settlement Date; and

                           (viii)  eighth, to the Transferor as deferred
                  purchase price, any remaining amounts.


         (g) deleting Section 8.2(d) thereof in its entirety and inserting the
following new Section 8.2(d) in lieu thereof:

                  "(d) On each Settlement Date after the occurrence of a
         Termination Event, the Administrative Agent shall distribute, in
         accordance with the Servicing Statement delivered on the preceding
         Determination Date, the Total Cash Available for such Settlement Date
         and any amounts withdrawn from the Spread Account and deposited in the
         Collection Account pursuant to Section 8.2(b) in the following order of
         priority:

                           (i) first, to the Backup Servicer, any accrued and
                  unpaid Backup Servicing Fees;

                           (ii) second, if Case Credit is not the Servicer, to
                  the Servicer, the amount of the Servicing Fee for such
                  Settlement Date;

                           (iii) third, to the Administrative Agent, an amount
                  equal to the Aggregate Monthly Funding Costs for such
                  Settlement Date and any unpaid Aggregate Monthly Funding Costs
                  for any prior Settlement Date;

                           (iv) fourth, to the Administrative Agent, an amount
                  equal to the Unused Fees payable to the Purchasers on such
                  Settlement Date in accordance with Section 3.3 and any unpaid
                  Unused Fees payable on any prior Settlement Date;

                           (v) fifth, if Case Credit is the Servicer, to the
                  Servicer, the amount of the Servicing Fee for such Settlement
                  Date and any unpaid Servicing Fee for any prior Settlement
                  Date;

                           (vi) sixth, to the Administrative Agent, an amount
                  equal to the Aggregate


<PAGE>

                                                                               6



                  Net Investment;

                           (vii) seventh, to the Administrative Agent, an amount
                  equal to the Article 14 Costs and any other amounts payable to
                  the Purchasers on such Settlement Date; and

                           (viii) eighth, to the Transferor as deferred purchase
                  price, any remaining amounts."; and

         (g) adding the following new Section 8.4 thereto:

                  "SECTION 8.4. Backup Servicer Account. On or prior to January
         13, 2004, the Transferor or the Servicer on its behalf, shall deposit
         an amount equal to the Backup Servicer Account Required Amount into the
         Backup Servicer Account. On each Settlement Date to the extent that any
         Backup Servicer Expenses are then due and payable, the Servicer will
         instruct the Administrative Agent in writing to withdraw an amount
         equal to such Backup Servicer Expenses then due and payable from the
         Backup Servicer Account, and distribute such amount to the Person
         entitled thereto. If the amount on deposit in the Backup Servicer
         Account on any Settlement Date (after giving effect to the withdrawal
         therefrom for the payment of Backup Servicer Expenses for such
         Settlement Date) is greater than the Backup Servicer Account Required
         Amount, the excess will be released to the Transferor. The Transferor
         (and any of its transferees and assignees) shall in no event be
         required to refund any amounts properly distributed to it pursuant to
         this Section 8.4. The only permitted withdrawals from the Backup
         Servicer Account are set forth in this Section 8.4 and in Section
         8.1(f)."

                  6. Amendment to Article XI of the Agreement. Article XI of the
Agreement is hereby amended by: (a) adding the word "or" at the end of paragraph
(d) and adding the following new paragraphs (e) and (f) to Section 11.1 thereof:

                  "(e) the failure by the Servicer on or prior to April 13, 2004
         to engage the Backup Servicer pursuant to a Backup Servicing Agreement
         acceptable to the Majority Purchasers or such Backup Servicing
         Agreement shall thereafter cease, for any reason, to be in full force
         and effect; provided, however that such failure of the Backup Servicing
         Agreement to be in full force and effect shall not constitute a
         Servicer Default during any period when the unsecured long-term debt of
         CNH Global N.V. is rated at least Ba2 by Moody's or during any
         ninety-day period following a reduction in the unsecured long-term debt
         of CNH Global N.V. such that its unsecured long-term debt is no longer
         rated at least Ba2 by Moody's; or

                  (f) any failure by the Servicer to deposit in the Backup
         Servicer Account, the Backup Servicer Account Shortfall Amount, which
         failure continues unremedied for three Business Days after written
         notice of such failure is received by the Servicer from the
         Administrative Agent or any Purchaser or after discovery of such
         failure by an officer of the Servicer;"

         (b) inserting the following words after the words "vested in" in the
first sentence of the third paragraph of Section 11.1 thereof: "the Backup
Servicer, or if no Backup Servicer has been engaged,"; and



<PAGE>

                                                                               7

         (c) inserting the following words after the words "In the event of the
Servicer's termination hereunder," in the second sentence of Section 11.2
thereof: "the Administrative Agent shall appoint the Backup Servicer as the
successor Servicer hereunder or, if no Backup Servicer has been engaged,".

                  7. Amendments to Article XII. Article XII of the Agreement is
hereby amended by (a) inserting the parenthetical clause "(other than the Backup
Servicing Agreement)" after the words "Basic Documents" in paragraph (f) of
Section 12.1 thereof; (b) deleting the word "or" at the end of paragraph (p) and
deleting paragraphs (q) and (r) of Section 12.1 thereof; (c) changing each
reference to "(m) through (r)" in Section 12.1 to "(m) through (p)"; and (d)
deleting the last sentence of Section 12.2 thereof.

                  8.Deletion of Exhibit L. The Agreement is hereby amended by
deleting Exhibit L thereto.

                  9. Amendments to Fee Letter. The Fee Letter referred to in the
Agreement is hereby amended (a) to provide that the Program Fee Rate shall be:

                                 [Confidential]
<PAGE>

                                                                               8



                  10. Conditions to Effectiveness. This Amendment shall become
effective on January 13, 2004 (the "Amendment Effective Date") if each of the
following conditions precedent shall have been satisfied on or prior to such
day:

                  (a) The Administrative Agent shall have received, with a copy
for each Funding Agent, this Amendment duly executed and delivered by the
Transferor, the Servicer, each CP Conduit Purchaser, each APA Bank and the
Administrative Agent;



<PAGE>
                                                                               9


                  (b) The representations and warranties of the Transferor, the
Servicer and each Seller contained in the Basic Documents shall be true and
correct in all material respects as of the Amendment Effective Date;

                  (c) The Transferor shall have paid to each CP Conduit
Purchaser or the APA Bank with respect to each CP Conduit Purchaser a
non-refundable renewal fee in an amount equal to [Confidential] of the APA Bank
Commitment Amount of such APA Bank;

                  (d) Compass US Acquisition LLC and Westlb, New York Branch,
shall have assigned its Purchaser Net Investment and its Maximum Purchaser Net
Investment to Starbird Funding Corporation and BNP Paribas, New York Branch, in
accordance with Section 16.9(e) of the Agreement, and shall have delivered the
related Purchaser Supplement to the Administrative Agent and the Transferor;

                  (e) [reserved];

                  (f) The Administrative Agent shall have received a certificate
of a Responsible Officer of the Servicer to the effect that the Backup Servicer
Account has been established and the amount on deposit therein is at least equal
to the Backup Servicer Account Required Amount; and

                  (g) The Administrative Agent shall have received evidence that
the Transferor shall have filed any financing statements or amendments to the
financing statements, naming the Transferor as the debtor and the Administrative
Agent as secured party as may be necessary or in the opinion of the
Administrative Agent desirable in order to perfect the security interest granted
by the Transferor to the Administrative Agent in the Backup Servicer Account and
the amounts on deposit therein in connection with the execution and delivery of
this Amendment or other similar instruments or documents as may be necessary or
in the opinion of the Administrative Agent desirable under the UCC or any
comparable law to perfect the Administrative Agent's security interest in the
Backup Servicer Account and the amounts on deposit therein.

                  11. Miscellaneous.

                  (a) Payment of Expenses. The Transferor agrees to pay or
reimburse the Administrative Agent and each Purchaser for all of its
out-of-pocket costs and reasonable expenses incurred in connection with this
Amendment; provided, however, that the obligation of the Transferor to pay or
reimburse the Administrative Agent and the Purchasers for the reasonable fees
and disbursements of counsel in connection with this Amendment shall be limited
to the reasonable fees and disbursements of Simpson Thacher & Bartlett LLP.

                  (b) No Other Amendments; Confirmation. Except as expressly
amended, modified and supplemented hereby, the provisions of the Agreement are
and shall remain in full force and effect.

                  (c) Governing Law; Counterparts.  (i)  THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE

<PAGE>

                                                                              10


PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                           (i) This Amendment may be executed in two or more
                  counterparts (and by different parties on separate
                  counterparts), each of which shall be an original, but all of
                  which together shall constitute one and the same instrument. A
                  set of the copies of this Amendment signed by all the parties
                  shall be lodged with the Administrative Agent. This Amendment
                  may be delivered by facsimile transmission of the relevant
                  signature pages hereof.



<PAGE>
                                                                              11


                  IN WITNESS WHEREOF, the Transferor, the Servicer, the CP
Conduit Purchasers, the APA Banks and the Administrative Agent have caused this
Amendment to be duly executed by their respective officers as of the day and
year first above written.

                                         CNH CAPITAL RECEIVABLES INC.



                                         By: /s/
                                             -----------------------------------
                                             Name:
                                             Title:


                                         CASE CREDIT CORPORATION



                                         By: /s/
                                             -----------------------------------
                                             Name:
                                             Title:



                                         JPMORGAN CHASE BANK,
                                            as Administrative Agent



                                         By: /s/
                                             -----------------------------------
                                             Name:
                                             Title:




<PAGE>



                                   PARK AVENUE RECEIVABLES
                                      CORPORATION, as a CP Conduit Purchaser



                                   By: /s/
                                       -----------------------------------
                                       Name:
                                       Title:


                                   DELAWARE FUNDING COMPANY, LLC, as
                                      a CP Conduit Purchaser

                                   By:  JPMORGAN CHASE BANK,
                                   as attorney-in-fact for Delaware
                                   Funding Company, LLC



                                   By: /s/
                                       -----------------------------------
                                          Authorized Signatory

                                   JPMORGAN CHASE BANK,
                                      as an APA Bank



                                   By: /s/
                                       -----------------------------------
                                       Name:
                                       Title:


                                   JPMORGAN CHASE BANK,
                                      as a Funding Agent


                                   By: /s/
                                       -----------------------------------
                                       Name:
                                       Title:




<PAGE>







                               YC SUSI TRUST,
                                  as a CP Conduit Purchaser



                               By: Bank of America, National Association,
                                   as Administrative Trustee

                               By: /s/
                                   -----------------------------------------
                                   Name:
                                   Title:

                               BANK OF AMERICA, N.A., as an APA Bank


                               By: /s/
                                   -----------------------------------------
                                   Name:
                                   Title:


                               BANK OF AMERICA, N.A., as a Funding Agent



                               By: /s/
                                   -----------------------------------------
                                   Name:
                                   Title:




<PAGE>






                              ALPINE SECURITIZATION CORP., as a CP
                                 Conduit Purchaser


                              By Credit Suisse First Boston as Attorney in Fact



                                       By: /s/
                                           ---------------------------------
                                           Name:
                                           Title:


                                       By: /s/
                                           ---------------------------------
                                           Name:
                                           Title:


                              CREDIT SUISSE FIRST BOSTON, NEW YORK
                                 BRANCH, as an APA Bank



                                       By: /s/
                                           ---------------------------------
                                           Name:
                                           Title:


                                       By: /s/
                                           ---------------------------------
                                           Name:
                                           Title:


                              CREDIT SUISSE FIRST BOSTON, NEW YORK
                                 BRANCH, as a Funding Agent


                                       By: /s/
                                           ---------------------------------
                                           Name:
                                           Title:


                                       By: /s/
                                           ---------------------------------
                                           Name:
                                           Title:




<PAGE>


                                 NIEUW AMSTERDAM RECEIVABLES CORPORATION,
                                 as a CP Conduit Purchaser


                                By: /s/
                                    ---------------------------------
                                    Title:


                                 COOPERATIEVE CENTRALE RAFFEISEN-
                                 BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL",
                                 NEW YORK BRANCH, as an APA Bank


                                By: /s/
                                    ---------------------------------
                                    Title:


                                By: /s/
                                    ---------------------------------
                                    Title:

                                 COOPERATIEVE CENTRALE RAFFEISEN-
                                 BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL",
                                 NEW YORK BRANCH, as a Funding Agent


                                By: /s/
                                    ---------------------------------
                                    Title:


                                By: /s/
                                    ---------------------------------
                                    Title:

<PAGE>




                                   STARBIRD FUNDING CORPORATION, as a CP Conduit
                                   Purchaser


                                  By: /s/
                                      ---------------------------------
                                      Title:


                                   BNP PARIBAS, acting through its New York
                                   Branch, as an APA Bank


                                  By: /s/
                                      ---------------------------------
                                      Title:


                                  By: /s/
                                      ---------------------------------
                                      Title:

                                   BNP PARIBAS, acting through its New York
                                   Branch, as a Funding Agent


                                  By: /s/
                                      ---------------------------------
                                      Title:


                                  By: /s/
                                      ---------------------------------
                                      Title: