Exhibit 4.1


 


CNH Industrial Capital LLC


 


5.450% Notes due 2025


 


Officers’ Certificate


 


October 14, 2022


 


Pursuant to the Indenture, dated July 2, 2020 (the
“Indenture”), among CNH Industrial Capital LLC (the “Company”), CNH Industrial Capital America LLC
(“CNH Industrial Capital America”), New Holland Credit Company, LLC (“New Holland Credit Company”
and, together, with CNH Industrial Capital America, the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”),
this Officers’ Certificate is being delivered to the Trustee to establish the terms of a series of Securities in accordance with
Section 3.01 of the Indenture and to establish the form of the Securities of such series in accordance with Section 2.01 of the Indenture.


 


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


 


		A.	Establishment of series pursuant to Section 3.01 of the Indenture. 



 


There is hereby established, pursuant to Section
3.01 of the Indenture, a series of Securities which shall have the following terms:


 


		(1)	The Securities of this series issued pursuant to this Officers’ Certificate shall bear the title “5.450% Notes due 2025”
(the “Notes”).



 


		(2)	The aggregate principal amount of the Notes to be issued pursuant to this Officers’ Certificate shall be limited to $400,000,000
(except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant
to Section 3.04, 3.05, 3.06, 9.06 or 11.07 of the Indenture and except for any Notes which, pursuant to Section 3.03 of the Indenture,
are deemed never to have been authenticated and delivered thereunder). The Company may from time to time, without the consent of any Holder
of the Notes, create and issue additional Notes (the “Additional Notes”) having the same terms and conditions as the
Notes in all respects, except for the issue date, issue price and, under some circumstances, the first payment of interest thereon. Such
Additional Notes, at the Company’s determination and in accordance with the provisions of the Indenture, will be consolidated with
and form a single series with the previously outstanding Notes for U.S. federal income tax purposes and for all purposes under the Indenture,
including, without limitation, amendments, waivers and redemptions. The aggregate principal amount of the Additional Notes, if any, shall
be unlimited.



 






    


    


    

 


		(3)	Interest will be payable to the Person in whose name a Note is registered at the close of business on the Regular Record Date (as
defined below) for the Notes next preceding each Interest Payment Date (as defined below) for the Notes; provided, however, that
interest payable on the Stated Maturity of the Notes shall be payable to the Person to whom principal shall be payable.



 


		(4)	The Stated Maturity of the principal of the Notes shall be October 14, 2025.



 


		(5)	The Notes shall bear interest at the rate of 5.450% per annum (computed based upon a 360-day year consisting of twelve 30-day months).



 


The Notes shall bear interest from and including October 14,
2022, or from and including the most recent Interest Payment Date to which interest on the Notes has been paid or duly provided for, as
the case may be, payable semiannually in arrears in cash on April 14 and October 14 in each year, commencing on April 14, 2023, until
the principal thereof is paid or made available for payment. Each such April 14 or October 14 shall be an “Interest Payment Date”
for the Notes, and each March 31 or September 30 (whether or not a Business Day), as the case may be, next preceding an Interest Payment
Date for the Notes shall be the “Regular Record Date” for the interest payable on the Notes on such Interest Payment
Date.


 


		(6)	The principal of, any Redemption Price and the interest on the Notes shall be payable at the Corporate Trust Office of the Trustee,
at 388 Greenwich Street, New York, NY 10013, Attn: Agency & Trust – CNH Industrial Capital, LLC.



 


		(7)	The Notes shall be redeemable, at the Company’s option, in whole or in part at any time and from time to time, at a Redemption
Price equal to the greater of (i)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 25 basis points less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount thereof, plus, in
either case, accrued and unpaid interest, if any, to the Redemption Date.



 


“Treasury Rate” means, with respect to any
redemption date, the yield determined by the Company in accordance with the following two paragraphs.


 






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The Treasury Rate shall be determined by the Company after
4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of
the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption
or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity
on H.15 exactly equal to the period from the redemption date to the Stated Maturity (the “Remaining Life”); or (2) if there
is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the
Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately
longer than the Remaining Life – and shall interpolate to the Stated Maturity on a straight-line basis (using the actual number
of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15
shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life.
For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date
equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.


 


If on the third business day preceding the redemption date
H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate
per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding
such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Stated Maturity, as
applicable. If there is no United States Treasury security maturing on the Stated Maturity but there are two or more United States Treasury
securities with a maturity date equally distant from the Stated Maturity, one with a maturity date preceding the Stated Maturity and one
with a maturity date following the Stated Maturity, the Company shall select the United States Treasury security with a maturity date
preceding the Stated Maturity. If there are two or more United States Treasury securities maturing on the Stated Maturity or two or more
United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more
United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance
with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon
the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United
States Treasury security, and rounded to three decimal places.



 






    -3-


    


    

 


The Company will be responsible for calculating the Treasury Rate and the redemption price. The Trustee shall have no duty to calculate
the Treasury Rate or the redemption price nor shall it have any duty to review or verify the Company’s calculations of the Treasury
Rate or the redemption price.



The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent
manifest error.


 


		(8)	The Notes shall be subject to a Change of Control Triggering Event as provided in Section 10.13 of the Indenture. Except as provided
under such section, the Company shall not be obligated to redeem or purchase any Notes pursuant to any sinking fund or analogous provisions
or at the option of any Holder thereof.



 


		(9)	The Notes may be issued only in fully registered form and the authorized denomination of the Notes shall be $2,000 and any integral
multiple of $1,000 in excess thereof.



 


		(10)	The Notes shall be denominated, and payments of the principal of, any Redemption Price and the interest on the Notes shall be made,
in United States dollars.



 


		(11)	The Notes shall be subject to Legal Defeasance and Covenant Defeasance as provided in Article 13 of the Indenture.



 


		(12)	The Notes will be represented by one or more global securities (each a “Global Security”) registered in the name
of a nominee of the Depositary. The Depository Trust Company (“DTC”) will act as the Depositary. Except as provided
in Section 3.05 of the Indenture, Notes will not be issuable in definitive form and will not be exchangeable or transferable. So long
as the Depositary or its nominee is the registered holder of any Global Security, the Depositary or its nominee, as the case may be, will
be considered the sole Holder of the Notes represented by such Global Security for all purposes under the Indenture and the Notes.
	 	 	 







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		(13)	The transferor of any note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to
comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal
Revenue Code Section 6045. In connection with any proposed exchange of a certificated note for a Global Security, the Issuer or DTC shall
be required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable
tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045.
The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.



 


		(14)	The Notes shall be entitled to the benefits of the Guarantee of each Guarantor pursuant to the Indenture (as provided by Article 14
thereof), which Guarantee shall be made on a senior basis and evidenced by a Notation of Guarantee executed by such Guarantor.



 


		(15)	The Trustee is hereby appointed as a Paying Agent for the Notes.



 


		B.	Establishment of form of Note pursuant to Section 2.01 of the Indenture.



 


It is hereby established pursuant to Section 2.01
of the Indenture that the Global Security representing the Notes shall be substantially in the form attached hereto as Annex A.


 


		C.	Other Matters.



 


Reference is hereby made to the resolutions of
the Board of Directors of the Company, dated March 8, 2022 (the “Resolutions”), relating to the offering and sale of
the Securities; the Resolutions have not been further amended, modified or rescinded and remain in full force and effect; and the Resolutions,
together with this Officers’ Certificate, are the only resolutions, approval or other action adopted by the Board of Directors of
the Company or by any Authorized Officer as defined in the Resolutions relating to the offering and sale of the Notes.


 


The undersigned, Douglas MacLeod and Daniel Willems
Van Dijk, respectively, being Authorized Officers as defined in the Resolutions, each certifies that he has approved the terms of the
Notes as set forth in this Officers’ Certificate, all in accordance with the authority of such officer pursuant to the Resolutions.
Pursuant to Section 1.02 of the Indenture, each of the undersigned certifies that: he has read and is familiar with the provisions of
the Indenture (including Articles Two and Three thereof relating to the issuance of the Notes thereunder and the definitions in the Indenture
relating thereto); he is generally familiar with the affairs of the Company and its corporate acts and proceedings; he has reviewed the
Resolutions and such other documents as he deems necessary and proper to give the opinion expressed herein; in his opinion, he has made
such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not the covenants and
conditions precedent provided in the Indenture relating to the establishment of the Notes have been complied with; and he is of the opinion
that all conditions precedent and covenants provided for in the Indenture relating to the establishment of the Notes have been complied
with.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, we have
executed this Officers’ Certificate as of the date first written above.


 


	 	By:	/s/ Douglas MacLeod
	 	 	Name:	Douglas MacLeod
	 	 	Title:	President
	 	 
	 	By:	/s/ Daniel Willems Van Dijk
	 	 	Name:	Daniel Willems Van Dijk
	 	 	Title:	Chief Financial Officer




 


[Officers’ Certificate
pursuant to Sections 3.01 and 2.01 of the Indenture]


 






    


    


    

 





Annex A


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO CNH INDUSTRIAL CAPITAL LLC OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE 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.


 


THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY.
THIS NOTE IS NOT EXCHANGEABLE IN WHOLE OR IN PART FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A
WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY)
MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, AND TRANSFERS OF INTERESTS IN THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN SECTION 3.05 OF THE INDENTURE.


 






    


    


    

 





CUSIP No.: 12592B AP9


ISIN No.: US12592BAP94


CNH INDUSTRIAL CAPITAL LLC



5.450% NOTE DUE 2025


 


	No. 2025-1	 	$400,000,000




 


CNH INDUSTRIAL CAPITAL LLC,
a Delaware limited liability company (the “Company,” which term includes any successor entity), for value received
promises to pay to CEDE & CO. or registered assigns, the principal sum of FOUR HUNDRED MILLION DOLLARS on October 14, 2025.


 


Interest Payment Dates: April
14 and October 14, commencing April 14, 2023.


 


Regular Record Dates: March
31 and September 30.


 


Reference is made to the further
provisions of this Note contained herein and the Indenture (as defined), which will for all purposes have the same effect as if set forth
at this place.


 






    


    


    

 


In
Witness Whereof, the Company has caused this instrument to be duly executed under its corporate seal.


 


Dated: October 14, 2022


 


	 	CNH INDUSTRIAL CAPITAL LLC  
	 	 
	 	[SEAL]
	 	 
	 	By:	 
	 	 	Daniel Willems Van Dijk
	 	 	Chief Financial Officer




 


	Attest:	 
	 	 
	By:	 	 
	 	Eric N. Mathison	 
	 	Secretary	 


 






    


    


    

 





Certificate of Authentication


 


This
is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.


 


Dated: October 14, 2022


 


	 	CITIBANK, N.A.,
	 	As Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory








  


CUSIP No.: 12592B AP9


ISIN No.: US12592BAP94


 


[Certificate of Authentication]


 






    


    


    

 



 


(REVERSE OF SECURITY)


 


5.450% NOTE DUE 2025


 


1.       Interest.
CNH Industrial Capital LLC, a Delaware limited liability company (the “Company”), promises to pay interest on the principal
amount of this Note at the rate per annum shown above. Interest on the Notes will accrue from the most recent date on which interest
has been paid or, if no interest has been paid, from October 14, 2022. The Company will pay interest semi-annually in arrears on each
Interest Payment Date, commencing April 14, 2023. Interest will be computed on the basis of a 360-day year of twelve 30-day months.


 


The Company shall pay interest on overdue principal
and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful from time to time on demand
at the rate borne by the Notes.


 


2.       Method
of Payment. The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are the registered Holders
at the close of business on the March 31 or September 30 immediately preceding the Interest Payment Date (whether or not such day is a
Business Day) even if the Notes are cancelled on registration of transfer or registration of exchange after such Regular Record Date.
Holders must surrender Notes to a Paying Agent to collect principal payments. Payments of principal and premium, if any, will be made
(on presentation of such Notes if in certificated form) in money of the United States that at the time of payment is legal tender for
payment of public and private debts; provided, however, that the Company may pay principal, premium, if any, and interest by check
payable in such money. The Company may deliver any such interest payment to the Paying Agent or to a Holder at the Holder’s registered
address.


 


3.       Paying
Agent and Registrar. Initially, Citibank, N.A., a national banking association (the “Trustee”), will act as Paying
Agent and Security Registrar. The Company may change any Paying Agent, Security Registrar or co-Security Registrar without notice to the
Holders.


 


4.       Indenture.
The Company issued this Note under an Indenture, dated July 2, 2020 (herein called the “Indenture,” which term shall
have the meaning assigned to it in such instrument and which shall include the terms of the Notes established by the Officers’ Certificate,
dated October 14, 2022, pursuant to such instrument), among the Company, the Guarantors and the Trustee. Capitalized terms herein are
used as defined in the Indenture unless otherwise defined herein. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the “TIA”),
as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of them. The Notes are general unsecured obligations of the Company.


 



     


     


    

 


5.       Redemption.
The Notes shall be redeemable, at the Company’s option, in whole or in part at any time and from time to time, at a Redemption Price
equal to the greater of (i)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted
to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25
basis points less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount thereof, plus, in either case,
accrued and unpaid interest, if any, to the Redemption Date.


 


6.       Notice
of Redemption. Notice of redemption under paragraph 5 of this Note will be mailed or electronically delivered (or otherwise transmitted
in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder
of Notes to be redeemed.


 


Unless the Company defaults in the payment of such
Redemption Price, the Notes called for redemption will cease to bear interest from and after such Redemption Date and the only right of
the Holders of such Notes will be to receive payment of the Redemption Price.


 


7.       Offers
to Purchase. The Indenture provides that upon the occurrence of a Change of Control Triggering Event, and subject to further limitations
contained therein, the Company will make an offer to purchase the Notes in accordance with the procedures set forth in the Indenture.


 


8.       Denominations;
Transfer; Exchange. The Notes are in registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000
in excess thereof. A Holder shall register the transfer or exchange of Notes in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar
governmental charges payable in connection therewith as permitted by the Indenture. The Registrar need not register the transfer of or
exchange of any Notes or portions thereof selected for redemption.


 


9.       Persons
Deemed Owners. The registered holder of a Note shall be treated as the owner of it for all purposes.


 


10.     Unclaimed
Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay
the money back to the Company on Company Request. After that, Holders entitled to money must look to the Company for payment as unsecured
general creditors.


 


11.     Legal
Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance at any time of the entire indebtedness of the
Notes or certain restrictive covenants with respect to the Notes and Events of Default with respect to the Notes, in each case upon compliance
with certain conditions set forth in the Indenture.


 



     


     


    

 


12.     Amendments,
Supplements, and Waivers. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of a majority in principal amount of the Outstanding Notes at that time. The Indenture
also contains provisions (i) permitting the Holders of not less than a majority in principal amount of the Outstanding Notes, on
behalf of all Holders of the Notes, to waive compliance by the Company with certain provisions of the Indenture with respect to the Notes
and (ii) permitting the Holders of a majority in principal amount of the Outstanding Notes, on behalf of all Holders of the Notes,
to waive certain past defaults in respect of the Notes under the Indenture and their consequences. Any such consent or waiver by the Holder
of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.


 


13.     Restrictive
Covenants. The Indenture imposes certain limitations on, among other things, the Company’s ability and the ability of its Restricted
Subsidiaries with respect to the Notes to incur Secured Indebtedness or enter into certain sale and leaseback transactions; and the Company’s
ability and the ability of the Guarantors of the Notes to consolidate, merge, convey, transfer or lease all or substantially all of its
or their respective properties and assets. Such limitations are subject to a number of important qualifications and exceptions. The Company
must annually report to the Trustee on compliance with such limitations.


 


14.     Successor
Entity. When a successor entity assumes, in accordance with the Indenture, all the obligations in respect of the Notes of its predecessor
under the Notes and the Indenture, and immediately before and thereafter no Default with respect to the Notes or Event of Default with
respect to the Notes exists and certain other conditions are satisfied, the predecessor entity will be released from those obligations.


 


15.     Defaults
and Remedies. Events of Default are set forth in the Indenture. If an Event of Default (other than an Event of Default specified in
Section 5.01(7) or (8)) shall occur and be continuing with respect to the Notes, the Trustee or the Holders of at least 25%
in principal amount of the Outstanding Notes may declare the principal of, premium, if any, and accrued interest on all of the Outstanding
Notes to be due and payable by notice in writing to the Company and (if given by the Holders) the Trustee specifying the respective Events
of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable; provided,
however, that after such acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders
of a majority in aggregate principal amount of the Outstanding Notes may rescind and annul such acceleration and its consequences if all
existing Events of Default with respect to the Notes, other than the nonpayment of principal, premium, if any, or interest that has become
due solely because of the acceleration, have been cured or waived. No such rescission shall affect any subsequent Default or Event of
Default or impair any right consequent thereto. In case an Event of Default specified in Section 5.01(7) or (8) of the Indenture
occurs with respect to the Notes and is continuing with respect to the Notes, such principal amount, together with premium, if any, and
interest with respect to all of the Notes, shall be due and payable immediately without any declaration or other act on the part of the
Trustee or the Holders.


 


16.     Trustee
Dealings with Company. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject
to Sections 6.08 and 6.13 of the Indenture, may otherwise deal with the Company and the Guarantors with the same rights it would have
if it were not Trustee.


 



     


     


    

 


17.     No
Recourse Against Others. As more fully described in the Indenture, no director, officer, employee, stockholder or incorporator, as
such, of the Company shall have any liability for any obligation of the Company under the Notes or the Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability.
Such waiver and release are part of the consideration for the issuance of the Notes.


 


18.     Authentication.
This Note shall not be valid until the Trustee or Authenticating Agent manually signs the certificate of authentication on this Note.


 


19.    Governing
Law; Waiver of Jury Trial. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW OR ANY SUCCESSOR STATUTE). EACH OF THE PARTIES TO THE INDENTURE HAS AGREED TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION
OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA AND THE COURTS OF THE STATE OF NEW YORK, IN EACH CASE LOCATED IN THE CITY OF NEW
YORK, IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF, RELATING TO OR BASED ON THE INDENTURE, THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY. THE COMPANY, THE GUARANTORS AND THE TRUSTEE, AND EACH HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF, IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING
OUT OF, RELATING TO OR BASED ON THE INDENTURE, THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. 


 


20.     Abbreviations
and Defined Terms. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


21.     CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes as a convenience to the Holders. No representation is made as to the accuracy of such
numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.


 


22.     Indenture.
Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from
time to time.


 


The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture. Requests may be made to: CNH Industrial Capital LLC, Attention: General Counsel, 5729
Washington Avenue, Racine, WI 53406.


 



     


     


    

 


NOTATION OF GUARANTEE


 


Each Guarantor (capitalized
terms used herein have the meanings given such terms in the Indenture referred to in the Security upon which this notation is endorsed)
signing below hereby unconditionally, jointly and severally, guarantees (such guarantee being referred to herein as the “Guarantee”),
to the extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment of the principal
of, premium, if any, and interest (if such Security provides for the payment of interest) on the Securities to which this notation is
affixed and all other amounts due and payable under the Indenture and the Securities to which this notation is affixed by the Company.


 


The terms of the Guarantee
evidenced by this Notation of Guarantee include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb), as in effect on the date of the Indenture. For the avoidance of doubt,
the terms of Article 14 of the Indenture are incorporated by reference into this Notation of Guarantee as if set forth herein.


 


The Guarantee evidenced by
this Notation of Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Securities
upon which this Notation of Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of
one of its authorized officers.


 


The Guarantee evidenced by
this Notation of Guarantee shall be governed by and construed in accordance with the laws of the State of New York.


 


The Guarantee evidenced by
this Notation of Guarantee is subject to release upon the terms set forth in the Indenture.


 


		GUARANTORS:
	 	 
	 	CNH INDUSTRIAL CAPITAL AMERICA
LLC



 


	 	By:	                      
	 	 	Daniel Willems Van Dijk
	 	 	Assistant Treasurer






 


	 	NEW HOLLAND CREDIT COMPANY, LLC
	 	 
	 	By:	                    
	 	 	Daniel Willems Van Dijk
	 	 	Assistant Treasurer






 


[Notation of Guarantee]


 



     


     


    

 


ASSIGNMENT FORM


 


If you the Holder want to assign this Note, fill
in the form below and have your signature guaranteed:


 


I or we assign and transfer this Note to:


 


 


 





(Print or type name, address and zip code and

social security or tax ID number of assignee)


 


and irrevocably appoint                                                                                                                                                                                                                 ,agent
to transfer this Note on the books of CNH Industrial Capital LLC. The agent may substitute another to act for him.


 


	Date:	 	 	Signed:	 
	 	 	 	 	(Sign exactly as your name appears on the other
    side of this Note)




 


	Medallion Guarantee:	 	 




 


Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion
Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition
to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 



     


     


    

 


[OPTION OF HOLDER TO ELECT PURCHASE]


 


If you want to elect to have this Note purchased
by CNH Industrial Capital LLC pursuant to Section 10.13 of the Indenture, check the following box:


 


Section 10.13 o


 


If you want to elect to have only part of this
Note purchased by CNH Industrial Capital LLC pursuant to Section 10.13 of the Indenture, state the amount you elect to have purchased:


 


	$	 	 




 


	Date:	 	 	 
	 	 	 	NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Note in every particular
without alteration or enlargement or any change whatsoever and be guaranteed by the endorser’s bank or broker.




 


	Medallion Guarantee:	 	 




 


Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion
Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition
to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 



     


     


    

 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


 


The initial principal amount of this Global Security
is $400,000,000. The following increases or decreases in this Global Security have been made:


 


	Date of Exchange	 	Amount of decrease in

 Principal Amount of this

 Global Security	 	Amount of increase in

 Principal Amount of this

 Global Security	 	Principal amount of this

 Global Security 

following such decrease

 or increase	 	Signature of authorized

 signatory of Trustee or

 Global Security 

custodian