Exhibit 4(a)

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                         CNH EQUIPMENT TRUST 200_-_



                                 INDENTURE

                                  between

                         CNH EQUIPMENT TRUST 200_-_



                                    and

                         [______________________],
                           as Indenture Trustee.


                         Dated as of [____________]



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                            ||TABLE OF CONTENTS

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                                 ARTICLE I

                 Definitions and Incorporation by Reference

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

SECTION 2.1.      Form........................................................4
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..................7
SECTION 2.6.      Persons Deemed Owner........................................8
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...........................................10
SECTION 2.11.     Notices to Clearing Agency.................................10
SECTION 2.12.     Definitive Notes...........................................11

                                ARTICLE III
                                 Covenants

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
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



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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

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

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....................................34
SECTION 5.13.     Undertaking for Costs......................................34
SECTION 5.14.     Waiver of Stay or Extension Laws...........................34
SECTION 5.15.     Action on Notes............................................35
SECTION 5.16.     Performance and Enforcement of Certain Obligations.........35

                                 ARTICLE VI
                           The Indenture Trustee

SECTION 6.1.      Duties of the Indenture Trustee............................36
SECTION 6.2.      Rights of Indenture Trustee................................38
SECTION 6.3.      Individual Rights of the Indenture Trustee.................39
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



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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..............42
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

SECTION 7.1.      Issuer To Furnish Indenture Trustee Names and
                      Addresses of Noteholders...............................45
SECTION 7.2.      Preservation of Information; Communications to
                  Noteholders................................................46
SECTION 7.3.      Reports by Issuer..........................................46

                                ARTICLE VIII
                    Accounts, Disbursements and Releases

SECTION 8.1.      Collection of Money........................................47
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

                                 ARTICLE IX
                          Supplemental Indentures

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........................54
SECTION 9.6.      Reference in Notes to Supplemental Indentures..............54

                                 ARTICLE X
                            Redemption of Notes

SECTION 10.1.     Redemption.................................................54
SECTION 10.2.     Form of Redemption Notice..................................54
SECTION 10.3.     Notes Payable on Redemption Date...........................55




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                                 ARTICLE XI
                               Miscellaneous

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.............................60
SECTION 11.6.     Alternate Payment and Notice Provisions....................60
SECTION 11.7.     Conflict with Trust Indenture Act..........................61
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...............................................62
SECTION 11.15.    Recording of Indenture.....................................62
SECTION 11.16.    Trust Obligation...........................................62
SECTION 11.17.    No Petition................................................62
SECTION 11.18.    Inspection.................................................63
SECTION 11.19     Subordination..............................................63
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                                  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' Certificate




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         INDENTURE, dated as of [____________], between CNH EQUIPMENT TRUST
200_-_, a Delaware business trust (the "Issuer"), and
[_____________________________], a [_________] banking corporation, 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 [___]%
Class A-1 Asset Backed Notes (each an "A-1 Note"), [___]% Class A-2 Asset
Backed Notes (each an "A-2 Note"), [___]% Class A-3 Asset Backed Notes
(each an "A-3 Note"), [___]% Class A-4 Asset Backed Notes (each an "A-4
Note") and [___]% 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 [___________________] at the Closing
Date, as Indenture Trustee for the benefit of the Holders of the Notes, 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 Agreement (only
         with respect to Owned Contracts included in the Receivables) and
         the Purchase Agreement, including the right of the Issuer to cause
         Case Credit 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;

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



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                  (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
         Agreement and the Purchase Agreement assigned to the Issuer
         pursuant to the Sale and Servicing Agreement);

                  (i) 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

                 (j) 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.

         [___________________], 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 to the best of its ability to the end
that the interests of the Noteholders may be adequately and effectively
protected.



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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



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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
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 $[____________],
$[____________], $[____________], $[____________] and $[____________],
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 $[___]
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



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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.

         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(1) of the UCC are met, the Issuer
shall execute, the



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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.

         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(1) 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



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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, 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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         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. Notwithstanding the
foregoing, the entire Outstanding Amount shall be due and payable, ratably
to all Noteholders, on: (A) the 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, and (B) if any Notes remain Outstanding, on
and after the [____________] Payment Date. In all other circumstances, all
principal payments on each Class of Notes shall be made pro rata to the
Noteholders of such Class entitled thereto.

                  (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.

         (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



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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 Sections 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
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;




                                    9

<PAGE>

                  (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 ableto 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
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



                                      10
<PAGE>

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, the Notes will 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.

                                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.

         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



                                    11

<PAGE>

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).

         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;



                                      12
<PAGE>

                  (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
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



                                    13

<PAGE>

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.

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



                                       14

<PAGE>

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.

         (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



                                               15

<PAGE>

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
Trustee shall: (i) be an established financial institution having a net
worth of not less than $[_________] 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



                                      16
<PAGE>

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 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 under the Purchase Agreement; 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 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 Agreement 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;



                                     17

<PAGE>

                  (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 [____]), 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

                  (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



                                     18


<PAGE>

         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).

         (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



                                      19

<PAGE>

         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).

         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.



                                      20

<PAGE>

         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.

         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



                                      21

<PAGE>

Default hereunder, each default on the part of the Servicer or the Seller
of its obligations under the Sale and Servicing Agreement and each default
on the part of Case Credit of its obligations under the 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 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:





                                       22

<PAGE>

                                    (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;

                  (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



                                     23

<PAGE>

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;

                  (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 [__]% 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,



                                     24

<PAGE>

         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.

         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



                                         25
<PAGE>

                  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
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.



                                   26
<PAGE>

         (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 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



                                        27

<PAGE>

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.

         (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;



                                        28


<PAGE>

                  (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
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 [____]% 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 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;

                  THIRD: 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;

                  FOURTH: to Class A Noteholders for amounts due and unpaid on
         the Class A Notes for principal, ratably, without preference or
         priority of


                                        29

<PAGE>

         any kind, according to the amounts due and payable on the Class A Notes
         for principal;

                  FIFTH: 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

                  SIXTH: 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 [__]% 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;



                                        30
<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.



                                      31
<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
         [___]% of the Outstanding Amount of the Notes to sell or liquidate
         the Trust Estate shall be of no force and effect; and

                  (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.


                                     32

<PAGE>

         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
[__]% 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).

         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



                                      33


<PAGE>

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 Agreement 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 Agreement) 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 Agreement.

         (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 [___]% 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.

         (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 [_____]% of the Outstanding Amount
of the Notes shall,



                                       34

<PAGE>

exercise all rights, remedies, powers, privileges and claims of the Seller
against Case Credit under or in connection with the Purchase Agreement,
including the right or power to take any action to compel or secure
performance or observance by Case Credit of each of its obligations to the
Seller thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Purchase Agreement, 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

                  (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;




                                       35

<PAGE>

                  (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 [__]% 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.

         (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.



                                      36

<PAGE>

         (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.

         (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,



                                      37

<PAGE>

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).

         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



                                     38

<PAGE>

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;

                  (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



                                        39

<PAGE>

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.

         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


                                         40
<PAGE>

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;

                  (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,


                                        41

<PAGE>

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
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 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 $[_________]
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.


                                     42

<PAGE>

         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.

         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 an Illinois banking corporation in good standing under the laws of
Illinois 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

                                   43

<PAGE>

any of the terms and provisions of, or constitute (with or without notice
or lapse of time) a default under the articles of organization 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.

                                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 [__]% 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.


                                     44

<PAGE>

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

                  (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,


                                      45

<PAGE>

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.

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

                  (i) 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;

                  (ii) the Class B Noteholders' Class Interest Amount;

                  (iii) 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);

                  (iv) the Class B Noteholders' Monthly Principal Distributable
         Amount; and


                                        46

<PAGE>

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

         (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



                                    47

<PAGE>

funds in the Trust Accounts in the Eligible Investments identified in
clause (d) of the definition of Eligible Investments.

         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.



                                    48
<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


                                      49

<PAGE>

         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.

         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

                                    50

<PAGE>

         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);

                  (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


                                      51

<PAGE>

authorization of the execution thereof by Noteholders shall be subject to
such reasonable requirements as the Indenture Trustee may provide.

         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



                                     52

<PAGE>

executed by the Issuer and authenticated and delivered by the Indenture Trustee
in exchange for Outstanding Notes.


                                 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,



                                       53

<PAGE>

or any defect therein, to any Holder of any Note shall not impair or affect
the validity of the redemption of any other Note.

         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


                                      54


<PAGE>

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

         (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 [__]% 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
         $[________] 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


                                      55
<PAGE>

         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 [__]% 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 $[________] or less than one
         percent of the then Outstanding Amount of the Notes.

                  (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 [_____________], 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.


                                      56

<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.


                                      57

<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 200_-_, in care of [__________________],
         [__________________________________________], Attention:
         [_____________________], 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.

         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



                                     58

<PAGE>

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.


                                     59

<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.

         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


                                        60

<PAGE>

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



                                     61


<PAGE>

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.

         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 CNCHR (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.


                                    62

<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 200_-_,

                          By: [___________________],

                          not in its individual capacity but solely as Trustee


                          By:_______________________________________
                             Name:
                             Title:


                          [_____________________],
                            not in its individual capacity but solely
                            as Indenture Trustee

                          By:_______________________________________
                             Name:
                             Title:




















                                     64


<PAGE>



                                                                   EXHIBIT A-1
                                                                  to Indenture

                             FORM OF A-1 NOTES

REGISTERED                                                    $______________1/
No. R-___                                         CUSIP NO. __________________


         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 200_-_

                    [___]% CLASS A-1 ASSET BACKED NOTES

         CNH Equipment Trust 200_-_, 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 _________________________ DOLLARS
($___________), 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 [___________]
Payment Date and the Redemption Date, if any, 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

------------------
1/ Denominations of $[____] and in greater whole-dollar denominations in
   excess thereof.





<PAGE>

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:  [____________]

                         CNH EQUIPMENT TRUST 200_-_

                         By: [___________________],
                         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:  [____________]



                    [___________________], 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 [____]% Class A-1 Asset Backed Notes (herein
called the "A-1 Notes" or the "Notes"), all issued under an Indenture dated
as of [____________] (such Indenture, as supplemented or amended, is herein
called the "Indenture"), between the Issuer and [___________________], 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 will qualify as
indebtedness of the Trust. Each Noteholder or Note Owner, by acceptance of
a Note, or, in the



<PAGE>

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 [___________________],
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                                                  $_______________2/
No. R-___                                       CUSIP NO. ___________________


         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 200_-_

                    [___]% CLASS A-2 ASSET BACKED NOTES

         CNH Equipment Trust 200_-_, 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 _________________________ DOLLARS
($___________), 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
this Note shall be due and payable on the earlier of the [____________]
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 until
the principal of the A-1 Notes has been

--------
2/ Denominations of $[_____] and in greater whole-dollar denominations in
   excess thereof.



                                     1

<PAGE>

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:  [____________]

                         CNH EQUIPMENT TRUST 200_-_

                         By: [___________________],
                             not in its individual capacity but solely as
                             Trustee under the Trust Agreement

                         By:_______________________________________
                            Name:__________________________________
                            Title:_________________________________



                                    2


<PAGE>

                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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



Dated:  [____________]



                      [___________________], not in its individual capacity but
                      solely as Indenture Trustee

                      By:_____________________________________
                         Authorized Signatory



                                  3

<PAGE>

                             [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its [___]% Class A-2 Asset Backed Notes (herein
called the "A-2 Notes" or the "Notes"), all issued under an Indenture dated
as of [____________] (such Indenture, as supplemented or amended, is herein
called the "Indenture"), between the Issuer and [___________________], 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 will qualify as
indebtedness of the Trust. Each Noteholder or Note Owner, by acceptance of
a Note, or, in the



                                    1

<PAGE>

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 [___________________],
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.


                                    2

<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                                                  $________________3/
No. R-____                                        CUSIP NO. ___________________


         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 200_-_
                    [___]% CLASS A-3 ASSET BACKED NOTES

         CNH Equipment Trust 200_-_, 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 _________________________ DOLLARS
($___________), 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 [____________]
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 until
the principal of the A-1 Notes and the

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

3/ Denominations of $[_____] and in greater whole-dollar denominations in
   excess thereof.



<PAGE>

A-2 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:  [____________]

                         CNH EQUIPMENT TRUST 200_-_

                         By: [___________________],
                         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:  [____________]



                           [_________________________], 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 [___]% Class A-3 Asset Backed Notes (herein
called the "A-3 Notes" or the "Notes"), all issued under an Indenture dated
as of [____________] (such Indenture, as supplemented or amended, is herein
called the "Indenture"), between the Issuer and [___________________], 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 will qualify as
indebtedness of the Trust. Each Noteholder or Note Owner, by acceptance of
a Note, or, in the




<PAGE>

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 [___________________],
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                                                 $_________________4/
No. R-___                                        CUSIP NO. ____________________


         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 200_-_
                    [___]% CLASS A-4 ASSET BACKED NOTES

         CNH Equipment Trust 200_-_, 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 _________________________ DOLLARS
($___________), 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 the [____________]
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 until
the principal of the A-1 Notes, the A-2

--------
4/ Denominations of $[_____] and in greater whole-dollar denominations in
   excess thereof.



<PAGE>

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:  [____________]

                           CNH EQUIPMENT TRUST 200_-_

                           By: [___________________],
                           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:  [____________]



                      [___________________], 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 [____]% Class A-4 Asset Backed Notes (herein
called the "A-4 Notes" or the "Notes"), all issued under an Indenture dated
as of [____________] (such Indenture, as supplemented or amended, is herein
called the "Indenture"), between the Issuer and [___________________], 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 will qualify as
indebtedness of the Trust. Each Noteholder or Note Owner, by acceptance of
a Note, or, in the



<PAGE>

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 [___________________],
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                                                      $____________5/
No. R-___                                                 CUSIP NO. ___________


         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 200_-_
                     [___]% CLASS B ASSET BACKED NOTES

         CNH Equipment Trust 200_-_, 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 __________________ DOLLARS ($___________),
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 principal amount of this Note
shall be due and payable on the earlier of the [____________] 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 until the
principal of the A-1 Notes, A-2 Notes, A-3 Notes

--------
5/ Denominations of $[_____] and in greater whole-dollar denominations in
   excess thereof.



<PAGE>

and A-4 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:  [____________]

                         CNH EQUIPMENT TRUST 200_-_

                         By: [___________________],
                         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:  [____________]



                    [___________________], 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 [___]% Class B Asset Backed Notes (herein called
the "Class B Notes" or the "Notes"), all issued under an Indenture dated as
of [____________] (such Indenture, as supplemented or amended, is herein
called the "Indenture"), between the Issuer and [___________________], 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 will qualify as
indebtedness of



<PAGE>

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 [___________________],
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
                                                                  to Indenture

                                Definitions

         "A-1 Note" means any of the Issuer's [___]% Class A-1 Asset Backed
Notes.

         "A-1 Note Final Scheduled Maturity Date" means [_____________] Payment
Date.

         "A-1 Note Rate" means [___] per annum, computed on the basis of
actual days elapsed and a 360-day year.

         "A-1 Noteholders" means the holders of record of the A-1 Notes.

         "A-2 Note" means any of the Issuer's [___]% Class A-2 Asset Backed
Notes.

         "A-2 Note Final Scheduled Maturity Date" means the [__________] Payment
Date.

         "A-2 Note Rate" means [___]% per annum, computed on the basis of a
360- day year of twelve 30-day months.

         "A-2 Noteholders" means the holders of record of the A-2 Notes.

         "A-3 Note" means any of the Issuer's [___]% Class A-3 Asset Backed
Notes.

         "A-3 Note Final Scheduled Maturity Date" means the [______________]
Payment Date.

         "A-3 Note Rate" means [___]% per annum, computed on the basis of a
360- day year of twelve 30-day months.

         "A-3 Noteholders" means the holders of record of the A-3 Notes.

         "A-4 Note" means any of the Issuer's [___]% Class A-4 Asset Backed
Notes.

         "A-4 Note Final Scheduled Maturity Date" means the [______________]
Payment Date.



                                      A-1

<PAGE>

         "A-4 Note Rate" means [___]% per annum, computed on the basis of a
360-day year of twelve 30-day months.

         "A-4 Noteholders" means the holders of record of the A-4 Notes.

         "Act" is defined in Section 11.3(a) of the Indenture.

         "Administration Agreement" means the Administration Agreement,
dated as of [__________________], among the Administrator, the Issuer and
the Indenture Trustee.

         "Administration Fee" means the fee payable to the Administrator
pursuant to Section 3 of the Administration Agreement.

         "Administrator" means Case Credit Corporation, a Delaware
corporation, or any successor Administrator under the Administration
Agreement.

         "Affiliate" means, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such
specified Person. For the purposes of this definition, "control" when used
with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and
the terms "controlling" and "controlled" have meanings correlative to the
foregoing. The term "Affiliated" has a correlative meaning.

         "Amount Financed" with respect to a Receivable (including an NH
Receivable) means the amount advanced under such Receivable toward the
purchase price of the Financed Equipment and any related costs, including
the Termination Value, and any insurance financed thereby.

         "Annual Percentage Rate" or "APR" of a Receivable (including an NH
Receivable) means, with respect to a Retail Installment Contract, the
annual rate of finance charges stated in the related Contract and, with
respect to a Lease, the implicit annual rate of finance charges used to
determine the periodic rental payments stated in the related Contract,
adjusted to reflect an annual yield, compounded monthly.

         "Authorized Officer" means, with respect to the Issuer, any
officer of the Trustee who is authorized to act for the Trustee in matters
relating to the Issuer and who is identified on the list of Authorized
Officers delivered by the Trustee to the Indenture Trustee on the Closing
Date (as such list may be modified or supplemented from time to time
thereafter) and, so long as the Administration Agreement is in effect, any
Vice President or more senior officer of the Administrator who is
authorized to act for the Administrator in matters relating to the Issuer
and to be


                                    A-2

<PAGE>

acted upon by the Administrator pursuant to the Administration Agreement
and who is identified on the list of Authorized Officers delivered by the
Administrator to the Indenture Trustee on the Closing Date (in each case as
such list may be modified or supplemented from time to time thereafter).

         "Basic Documents" means the Certificate of Trust, the Trust
Agreement, the NH Purchase Agreement, the Purchase Agreement, the Sale and
Servicing Agreement, the Indenture, the Administration Agreement, the Note
Depositary Agreement and other documents and certificates delivered in
connection therewith.

         "Benefit Plan" is defined in Section 3.4 of the Trust Agreement.

         "Book-Entry Notes" means a beneficial interest in the Notes of a
particular Class, ownership and transfers of which shall be made through
book entries by a Clearing Agency as described in Section 2.10 of the
Indenture.

         "Business Day" means any day other than a Saturday, a Sunday or a
day on which banking institutions or trust companies in The City of New
York and The City of Chicago, Illinois are authorized or obligated by law,
regulation or executive order to remain closed.

         "Case" means Case Corporation, a Delaware corporation, and its
successors and assigns.

         "Case Credit" means Case Credit Corporation, a Delaware
corporation, and its successors and assigns.

         "Certificate Balance" equals, initially, $[_________] and,
thereafter, equals such amount reduced by all amounts allocable to
principal previously distributed to Certificateholders.

         "Certificate Distribution Account" is defined in Section 5.1 of
the Trust Agreement.

         "Certificate of Trust" means the Certificate of Trust
substantially in the form of Exhibit B to the Trust Agreement to be filed
for the Trust pursuant to Section 3810(a) of the Trust Statute.

         "Certificate Pool Factor" means, as of the close of business on
any Payment Date, the Certificate Balance divided by the initial
Certificate Balance (carried out to the seventh decimal place). The
Certificate Pool Factor is 1.0000000 as of the Closing Date, and,
thereafter, will decline to reflect reductions in the Certificate Balance.


                                               A-3

<PAGE>

         "Certificate Register" and "Certificate Registrar" means the
register mentioned and the registrar appointed pursuant to Section 3.4 of
the Trust Agreement.

         "Certificated Security" has the meaning assigned thereto in
Section 8-102(a)(4) of Article 8 of the UCC.

         "Certificateholder" means a Person in whose name a Trust
Certificate is registered.

         "Certificateholders' Distributable Amount" means, with respect to
any Payment Date, the sum of the Certificateholders' Monthly Principal
Distributable Amount and the Certificateholders' Interest Distributable
Amount.

         "Certificateholders' Interest Distributable Amount" means, with
respect to any Payment Date (the "current Payment Date") the sum of (a)
interest accrued from and including the preceding Payment Date (or, in the
case of the first Payment Date, the Closing Date) to but excluding the
current Payment Date at the Pass-Through Rate on the Certificate Balance on
the preceding Payment Date after giving effect to all changes therein on
such preceding Payment Date, except that during the Funding Period no
interest will accrue on the Pre-Funded Percentage of the Certificate
Balance, plus (b) the Certificateholders' Interest Shortfall for the
current Payment Date.

         "Certificateholders' Interest Shortfall" means, with respect to
any Payment Date (the "current Payment Date"), the excess of the
Certificateholders' Interest Distributable Amount for the preceding Payment
Date over the amount in respect of interest that was actually deposited in
the Certificate Distribution Account on such preceding Payment Date, plus
interest on such excess, to the extent permitted by law, at the
Pass-Through Rate from such preceding Payment Date to but excluding the
current Payment Date.

         "Certificateholders' Monthly Principal Distributable Amount"
means, with respect to any payment date, the excess of (1) the sum of the
outstanding principal balances of the Class A Notes and the Class B Notes
(after giving effect to payments on the Class A Notes and Class B Notes on
such payment date) and the Certificates; provided however, that for
purposes of the foregoing calculation any Remaining Pre-Funded Amount
shall be deemed to have been withdrawn from the Pre-Funding Account as of
the beginning of the Collection Period during which such Remaining
Pre-Funded Amount is transferred from the Pre-Funding Account to the
Collection Account pursuant to Section 5.7(b) of the Sale and Servicing
Agreement, minus (2) 100% of the sum of (x) the Pool Balance, and (y) any
amounts on deposit in the Pre-Funding Account; provided, however, in no
event shall the Certificateholders'



                                 A-4

<PAGE>

Monthly Principal Distributable Amount exceed the outstanding amount of
Certificates.

         "Certificates" means the Trust Certificates (as defined in the
Trust Agreement).

         "Class" means any class of Notes.

         "Class A Noteholder" means any holder of a Class A Note.

         "Class A Noteholders' Monthly Principal Distributable Amount"
means, with respect to any Payment Date (a) on which any principal of the
A-1 Notes remains outstanding as of the related record date, the greater of
(1) the aggregate scheduled principal payments on the Receivables received
during the related Collection Period and (2) the excess of (x) of sum of
the outstanding Principal Balance of the Class A Notes and the Certificates
minus (y) [__]% of the sum of (I) the Pool Balance and (II) any amounts on
deposit in the Pre-Funding Account, in each case as of the end of the
immediately preceding Collection Period, and (b) after the Payment Date on
which the A-1 Notes have been reduced to zero, the excess of (1) the sum of
the outstanding Principal Balance of the Class A Notes and the Certificates
minus (2) [__]% of the sum of (I) the Pool Balance and (II) any amounts on
deposit in the Pre-Funding Account, in each case as of the end of the
immediately preceding Collection Period; provided, however, that in no
event shall the Class A Noteholders' Monthly Principal Distributable Amount
exceed the Outstanding Amount of Class A Notes; and provided further, that
for purposes of the foregoing calculation any Remaining Pre-Funded Amount
shall be deemed to have been withdrawn from the Pre-Funding Account as of
the beginning of the Collection Period during which such Remaining
Pre-Funded Amount is transferred from the Pre-Funding Account to the
Collection Account pursuant to Section 5.7(b) of the Sale and Servicing
Agreement.

         "Class A Notes" means the A-1 Notes, the A-2 Notes, the A-3 Notes
and the A-4 Notes.

         "Class B Note" means any of the Issuer's [___]% Class B Asset
Backed Notes.

         "Class B Note Rate" means [___]% per annum, computed on the basis
of a 360-day year of twelve 30-day months.

         "Class B Noteholder" means any holder of a Class B Note.

         "Class B Noteholders' Monthly Principal Distributable Amount"
means, with respect to any Payment Date, the excess of (1) the sum of the
outstanding Principal Balance of the Class A Notes (after giving effect to
payments on the Class A Notes



                                 A-5

<PAGE>

on such Payment Date), the Class B Notes and the Certificates minus (2)
100% of the sum of (x) the Pool Balance, and (y) any amounts on deposit in
the Pre-Funding Account, in each case as of the end of the immediately
preceding Collection Period; provided, however, in no event shall the Class
B Noteholders' Monthly Principal Distributable Amount exceed the
Outstanding Amount of the Class B Notes; and provided further, that for
purposes of the foregoing calculation any Remaining Pre- Funded Amount
shall be deemed to have been withdrawn from the Pre-Funding Account as of
the beginning of the Collection Period during which such Remaining
Pre-Funded Amount is transferred from the Pre-Funding Account to the
Collection Account pursuant to Section 5.7(b) of the Sale and Servicing
Agreement.

         "Class B Note Final Scheduled Maturity Date" means the [______________]
Payment Date.

         "Class Interest Amount" means, with respect to any Payment Date
(the "current Payment Date") and any Class of Notes, an amount equal to the
sum of (a) the aggregate amount of interest accrued on that Class of Notes
at the applicable Interest Rate from and including the preceding Payment
Date (or, in the case of the initial Payment Date, from and including the
Closing Date) to but excluding the current Payment Date plus (b) the Class
Interest Shortfall for that Class of Notes and the current Payment Date.

         "Class Interest Shortfall" means, with respect to any Payment Date
(the "current Payment Date") and any Class of Notes, the excess of the
Class Interest Amount for the preceding Payment Date over the amount in
respect of interest on that Class of Notes that was actually deposited in
the Note Distribution Account on such preceding Payment Date, plus interest
on such excess, to the extent permitted by law, at a rate per annum equal
to the Interest Rate on that Class of Notes, from such preceding Payment
Date to but excluding the current Payment Date.

         "Class Principal Distributable Amount" means, with respect to any
Class of Class A Notes on a Payment Date, the remainder, if any, of the
Class A Noteholders' Monthly Principal Distributable Amount for that
Payment Date after subtracting the Class Principal Distributable Amount for
each Class of Class A Notes having priority of payment over such Class of
Class A Notes; provided that (a) in no event shall the Class Principal
Distributable Amount for any Class exceed the outstanding principal amount
of that Class, (b) on the A-1 Note Final Scheduled Maturity Date, the Class
Principal Distributable Amount for the A-1 Notes will include the amount,
to the extent of available funds, necessary (after giving effect to the
other amounts to be deposited in the Note Distribution Account on such
Payment Date and allocable to principal) to reduce the outstanding
principal amount of the A-1 Notes to zero and (c) on the applicable final
scheduled maturity date, the Class Principal Distributable Amount for each
other Class of Class A Notes will include the amount, to the extent of
available funds, necessary (after giving effect to the other amounts to be
deposited


                                  A-6
<PAGE>

in the Note Distribution Account on such Payment Date and allocable to
principal) to reduce the outstanding principal amount of such Class of
Notes to zero. For purposes of the foregoing, the various Classes of Class
A Notes shall have the following priority (beginning with the highest
priority and descending to the lowest): the A-1 Notes, the A-2 Notes, the
A-3 Notes and the A-4 Notes.

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act that has been
designated as the "Clearing Agency" for purposes of the Indenture.

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited
with the Clearing Agency.

         "Closing Date" means [_______________].

         "CNH Global" means CNH Global N.V., a company organized in the
Kingdom of The Netherlands, and its successors and assigns.

         "CNHCR" means CNH Capital Receivables Inc., a Delaware corporation,
and its successors in interest to the extent permitted hereunder.

         "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and Treasury Regulations promulgated thereunder.

         "Collateral" is defined in the Granting Clause of the Indenture.

         "Collection Account" means the account designated as such,
established and maintained pursuant to Section 5.1(a) of the Sale and
Servicing Agreement.

         "Collection Period" means, with respect to any Payment Date, the
period from and including the end of the preceding Collection Period (or,
if for the first Payment Date, the day after the Initial Cutoff Date) to
and including the last day of the calendar month preceding the calendar
month in which the Payment Date occurs.

         "Commission" means the Securities and Exchange Commission.

         "Contract" means a Retail Installment Contract or a Lease.

         "Contract Value" means, with respect to any day (including the
Initial Cutoff Date or any Subsequent Cutoff Date), the sum of (a) the
present value of the future Scheduled Payments discounted monthly at an
annual rate equal to (i) in the case of any Contract transferred on the
Closing Date, the Initial Cutoff Date APR and (ii) in the case of any
Contract transferred on a Subsequent Transfer Date, the applicable



                                     A-7

<PAGE>

Subsequent Cutoff Date APR, plus (b) the amount of any past due payments.
There shall be deemed to be no Scheduled Payments due on a Liquidated
Receivable.

         "Control" with respect to any Federal Book Entry Security, the
Indenture Trustee shall have obtained control if:

                  (i) the Indenture Trustee is a participant in the book
         entry system maintained by the Federal Reserve Bank that is acting
         as fiscal agent for the issuer of such Federal Book Entry
         Security, and such Federal Reserve Bank has indicated by book
         entry that such Federal Book Entry Security has been credited to
         the Indenture Trustee's securities account in such book entry
         system; or

                  (ii) (a) the Indenture Trustee (1) is registered on the
         records of a Securities Intermediary as the person having a
         Securities Entitlement in respect of such Federal Book Entry
         Security against such Securities Intermediary; or (2) has obtained
         the agreement, in writing, of the Securities Intermediary for such
         Securities Entitlement that such Securities Intermediary will
         comply with Entitlement Orders of the Indenture Trustee without
         further consent of any other Person; and (b) the Securities
         Intermediary is a participant in the book entry system maintained
         by the Federal Reserve Bank that is acting as fiscal agent for the
         issuer of such Federal Book Entry Security; and (c) such Federal
         Reserve Bank has indicated by book entry that such Federal Book
         Entry Security has been credited to the Securities Intermediary's
         securities account in such book entry system.

         "Corporate Trust Office" means, (a) with respect to the Indenture
Trustee, the principal office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which
office at the date of the Indenture is located at 311 West Monroe Street,
12th Floor, Chicago, Illinois 60606, Attention: Indenture Trust
Administration (facsimile no.(312) 461-3525); or at such other address as
the Indenture Trustee may designate from time to time by notice to the
Noteholders and the Seller, or the principal corporate trust office of any
successor Indenture Trustee (the address of which the successor Indenture
Trustee will notify the Noteholders and the Seller), and (b) with respect
to the Trustee, the principal corporate trust office of the Trustee located
at 101 Barclay Street, Floor 12E, New York, New York 10286, Attention:
Corporate Trust Administration - Asset Backed Finance Unit; or at such
other address as the Trustee may designate from time to time by notice to
the Certificateholders and the Depositor, or the principal corporate trust
office of any successor Trustee (the address of which the successor Trustee
will notify the Certificateholders and the Depositor).



                                    A-8

<PAGE>

         "Dealer" means the dealer (which may include retail outlets owned
by Case, or, in whole or in part, by New Holland North America, Inc.) or
broker who originated and assigned the respective Receivable to Case Credit
or NH Credit, as applicable, under a Dealer Agreement.

         "Dealer Agreement" means the retail financing agreement, warranty
agreement or other agreement between the applicable Dealer and Case Credit
or NH Credit, as applicable, which governs the terms of sales of
Receivables from that Dealer to Case Credit or NH Credit, as applicable.

         "Default" means any occurrence that is, or with notice or the
lapse of time or both would become, an Event of Default.

         "Definitive Notes" is defined in Section 2.10 of the Indenture.

         "Delivery" means, when used with respect to Trust Account
Property:

                  (i) with respect to a Certificated Security, transfer of
         such Certificated Security to the Indenture Trustee or its nominee
         or custodian by physical delivery to the Indenture Trustee or its
         nominee or custodian, endorsed to, or registered in the name of,
         the Indenture Trustee or its nominee or custodian or endorsed in
         blank; and

                  (ii) with respect to any such Trust Account Property that
         constitutes an Uncertificated Security (including any investments
         in money market mutual funds, but excluding any Federal Book Entry
         Security), (A) registration of the Indenture Trustee as the
         registered owner by the issuer, or (B) satisfaction of the
         requirements for obtaining "control" pursuant to Section
         8-106(c)(2) of Article 8 of the UCC.

         "Depositor" means the Seller in its capacity as Depositor under
the Trust Agreement.

         "Determination Date" means, with respect to any Transfer Date, the
second Business Day prior to such Transfer Date.

         "Either/or Lease" means any Lease with a Termination Value of
greater than [__]% of the purchase price of the Financed Equipment subject
to such Lease.

         "Eligible Deposit Account" means either: (a) a segregated account
with an Eligible Institution or any other segregated account, the deposit
of funds in which satisfies the Rating Agency Condition or (b) a segregated
trust account with the corporate trust department of a depository
institution organized under the laws of the United States of America or any
State (or any domestic branch of a foreign bank),



                                      A-9

<PAGE>

having corporate trust powers and acting as trustee for funds deposited in
such account, so long as any of the securities of such depository
institution have a credit rating from each Rating Agency in one of its
generic rating categories that signifies investment grade.

         "Eligible Institution" means: (a) the corporate trust department
of the Indenture Trustee or the Trustee or (b) a depository institution
organized under the laws of the United States of America or any State (or
any domestic branch of a foreign bank), which: (i) has either a long-term
or short-term senior unsecured debt rating or certificate of deposit rating
acceptable to the Rating Agencies and (ii) whose deposits are insured by
the FDIC.

         "Eligible Investments" mean book-entry securities, negotiable
instruments or securities represented by instruments in bearer or
registered form that evidence:

                  (a) direct obligations of, and obligations fully guaranteed
         as to timely payment by, the United States of America;

                  (b) demand deposits, time deposits or certificates of
         deposit of any depository institution or trust company
         incorporated under the laws of the United States of America or any
         State (or any domestic branch of a foreign bank) and subject to
         supervision and examination by Federal or State banking or
         depository institution authorities; provided, however, that at the
         time of the investment or contractual commitment to invest
         therein, the commercial paper or other short-term senior unsecured
         debt obligations (other than such obligations the rating of which
         is based on the credit of a Person other than such depository
         institution or trust company) thereof shall have a credit rating
         from each of the Rating Agencies in the highest investment
         category granted thereby;

                  (c) commercial paper having, at the time of the
         investment or contractual commitment to invest therein, a rating
         from each of the Rating Agencies in the highest investment
         category granted thereby;

                  (d) investments in money market funds having a rating
         from each of the Rating Agencies in the highest investment
         category granted thereby (including funds for which the Indenture
         Trustee or the Trustee or any of their respective Affiliates is
         investment manager or advisor); provided, that during the Funding
         Period no investments in money market funds shall be made with
         funds in any Trust Account other than the Collection Account;

                  (e) bankers' acceptances issued by any depository institution
         or trust company referred to in clause (b);




                                     A-10
<PAGE>

                  (f) repurchase obligations with respect to any security
         that is a direct obligation of, or fully guaranteed as to timely
         payment by, the United States of America or any agency or
         instrumentality thereof the obligations of which are backed by the
         full faith and credit of the United States of America, in either
         case entered into with a depository institution or trust company
         (acting as principal) described in clause (b); and

                  (g) any other investment permitted by each of the Rating
         Agencies as set forth in writing delivered to the Indenture
         Trustee; provided, that investments described in clauses (d) and
         (g) shall be made only so long as making such investments will not
         require the Issuer to register as an investment company under the
         Investment Company Act of 1940, as amended.

         "Entitlement Order" has the meaning assigned thereto in Section
8-102(a)(8) of Article 8 of the UCC.

         "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

         "Event of Default" is defined in Section 5.1 of the Indenture.

         "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         "Executive Officer" means, with respect to any corporation, the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, Executive Vice President, any Vice President, the Secretary or
the Treasurer of such corporation; and with respect to any partnership, any
general partner thereof.

         "Expected Excess Spread" means, with respect to each Subsequent
Cutoff Date, an amount determined by the Servicer to represent excess cash
flows from the Receivables that can reasonably be expected to be available
to cover the amounts described in clause (a) of the definition of Required
Principal Supplement Account Balance, provided that each Rating Agency has
confirmed that use of such amount determined by the Servicer in calculating
the Required Principal Supplement Account Balance for such Subsequent
Transfer Date will not result in a withdrawal or downgrade of its rating of
any Class of Notes.

         "Expenses" is defined in Section 8.2 of the Trust Agreement.

         "Federal Book Entry Security" means an obligation (i) issued by
the U.S. Treasury, the Federal Home Loan Mortgage Corporation or the
Federal National Mortgage Association, or any other direct obligation of,
or obligation fully guaranteed as to timely payment or principal and



                                   A-11

<PAGE>

interest by, the United States of America, that is a book-entry security
held through the Federal Reserve System pursuant to Federal book entry
regulations, and (ii) the perfection of a security interest in which is
governed pursuant to federal regulations by Article 8 of the UCC.

         "FDIC" means the Federal Deposit Insurance Corporation or any
successor.

         "Final Scheduled Maturity Date" means the [___________] Payment Date.

         "Financed Equipment" means property, including any over-the-road
trucks and trailers, agricultural, construction, forestry or other
equipment, together with all accessions thereto, securing an Obligor's
indebtedness under a Retail Installment Contract, or subject to a Lease.

         "Financial Asset" has the meaning assigned thereto in Section
8-102(a)(9) of Revised Article 8.

         "First-Tier Case Assignment" means the document of assignment
attached to the Purchase Agreement as Exhibit A.

         "First-Tier Case Subsequent Transfer Assignment" is defined in
Section 4.1(b)(i) of the Purchase Agreement.

         "First-Tier NH Assignment" means the document of assignment
attached to the NH Purchase Agreement as Exhibit A.

         "First-Tier NH Subsequent Transfer Assignment" is defined in
Section 4.1(b)(i) of the NH Purchase Agreement.

         "Funding Period" means the period from and including the Closing
Date and ending on the earliest of: (a) the Determination Date on which the
amount on deposit in the Pre-Funding Account (after giving effect to any
transfers therefrom in connection with the transfer of Subsequent
Receivables to the Issuer on or before such Determination Date) is less
than $[__________], (b) the date on which an Event of Default or a Servicer
Default occurs, (c) the date on which an Insolvency Event occurs with
respect to the Seller or the Servicer and (d) the close of business on the
[_______________] Payment Date.

         "Grant" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create and grant a Lien upon and
a security interest in and right of set-off against, deposit, set over and
confirm pursuant to the Indenture, and other forms of the verb "to Grant"
shall have correlative meanings. A Grant of the Collateral or of any other
agreement or instrument shall include all rights, powers and options (but
none of the obligations) of the Granting party thereunder, including the




                                     A-12
<PAGE>

immediate and continuing right to claim for, collect, receive and give
receipt for principal and interest payments in respect of the Collateral
and all other moneys payable thereunder, to give and receive notices and
other communications, to make waivers or other agreements, to exercise all
rights and options, to bring Proceedings in the name of the Granting party
or otherwise and generally to do and receive anything that the Granting
party is or may be entitled to do or receive thereunder or with respect
thereto.

         "Holder" means (a) with respect to a Note, the Person in whose
name a Note is registered on the Note Register and (b) with respect to a
Certificate, a Certificateholder, as the context may require.

         "Indemnified Parties" is defined in Section 8.2 of the Trust
Agreement.

         "Indenture" means the Indenture, dated [_____________], between
the Issuer and the Indenture Trustee, as the same may be amended and
supplemented from time to time.

         "Indenture Trustee" means [______________], not in its individual
capacity but solely as Indenture Trustee under the Indenture, or any successor
Indenture Trustee under the Indenture.

         "Independent" means, when used with respect to any specified
Person, that the Person: (a) is in fact independent of the Issuer, any
other obligor upon the Notes, the Seller and any Affiliate of any of the
foregoing Persons, (b) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor,
the Seller or any Affiliate of any of the foregoing Persons and (c) is not
connected with the Issuer, any such other obligor, the Seller or any
Affiliate of any of the foregoing Persons as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing
similar functions.

         "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in,
and otherwise complying with, the applicable requirements of Section 11.1
of the Indenture, made by an Independent appraiser or other expert
appointed by an Issuer Order and approved by the Indenture Trustee in the
exercise of reasonable care, and such opinion or certificate shall state
that the signer has read the definition of "Independent" in the Indenture
and that the signer is Independent within the meaning thereof.

         "Initial Certificate Balance" means the amount specified as the
Initial Certificate Balance in a letter of instruction from the Depositor
to the Trustee.

         "Initial Class B Percentage" means [_]%, which is the percentage
equivalent of (a) the initial balance of the Class B Notes divided by (b)
the Pool Balance as of the Initial Cutoff Date plus the Pre-Funded Amount
as of the Closing Date.

                                  A-13

<PAGE>

         "Initial Cutoff Date" means [__________________].

         "Initial Cutoff Date APR" means [___]%, which is an annual rate
that exceeds the weighted average APR of the Initial Receivables as of the
Initial Cutoff Date.

         "Initial NH Receivable" means any Contract included in the
schedule delivered by NH Credit to Case Credit on the Closing Date (which
schedule may be in the form of microfiche).

         "Initial Pool Balance" means: (i) the Pool Balance as of the
Initial Cutoff Date, which is $[_______________] plus (ii) the aggregate
Contract Value of all Subsequent Receivables sold to the Issuer as of their
respective Subsequent Cutoff Dates.

         "Initial Receivable" means any Contract included in the schedule
delivered by the Servicer to the Trustee on the Closing Date (which
schedule may be in the form of microfiche).

         "Insolvency Event" means, with respect to a specified Person: (a)
the filing of a decree or order for relief by a court having jurisdiction
in the premises in respect of such Person or any substantial part of its
property 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 for such Person or for any substantial
part of its property, or ordering the winding-up or liquidation of such
Person's affairs, and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days, or (b) the commencement by such
Person 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 such Person to the entry of an order for relief in an
involuntary case under any such law, or the consent by such Person to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for such Person or for
any substantial part of its property, or the making by such Person of any
general assignment for the benefit of creditors, or the failure by such
Person generally to pay its debts as such debts become due, or the taking
of action by such Person in furtherance of any of the foregoing.

         "Instruments" has the meaning assigned thereto in Section
9-105(l)(i) of Article 9 of the UCC.

         "Interest Rate" means (a) as to the A-1 Notes, the A-1 Note Rate,
(b) as to the A-2 Notes, the A-2 Note Rate, (c) as to the A-3 Notes Class,
the A-3 Note Rate,


                                     A-14

<PAGE>

(d) as to the A-4 Notes, the A-4 Note Rate and (e) as to the Class B Notes,
the Class B Note Rate.

         "Investment Earnings" means, with respect to any Payment Date, the
interest and other investment earnings (net of losses and investment
expenses) on amounts on deposit in the Trust Accounts to be deposited into
the Collection Account on the related Transfer Date pursuant to Section
5.1(b) of the Sale and Servicing Agreement.

         "Investment Property" is defined in Section 9-115(1)(f) of the
UCC.

         "Issuer" means CNH Equipment Trust 200_-_ until a successor
replaces it and, thereafter, means the successor and, for purposes of any
provision contained in the Indenture and required by the TIA, each other
obligor on the Notes.

         "Issuer Order" and "Issuer Request" means a written order or
request, respectively, signed in the name of the Issuer by any one of its
Authorized Officers and delivered to the Indenture Trustee.

         "Lease" means a lease of agricultural, construction or forestry
equipment.

         "Lien" means a security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than tax liens, mechanics' liens and any
liens that attach to the related Receivable by operation of law as a result
of any act or omission by the related Obligor.

         "Liquidated Receivable" means any Receivable liquidated by the
Servicer through the sale or other disposition of the related Financed
Equipment or that the Servicer has, after using all reasonable efforts to
realize upon the Financed Equipment, determined to charge off without
realizing upon the Financed Equipment.

         "Liquidation Proceeds" means, with respect to any Liquidated
Receivable, the moneys collected in respect thereof from whatever source
(including the proceeds of insurance policies with respect to the related
Financed Equipment or Obligor and payments made by a Dealer pursuant to the
related Dealer Agreement with respect to such Receivable (other than
amounts paid from Dealer reserve accounts maintained with Case Credit)),
other than Recoveries, net of the sum of any amounts expended by the
Servicer in connection with such liquidation and any amounts required by
law to be remitted to the Obligor on such Liquidated Receivable.

         "Liquidity Receivables Purchase Agreement" is defined in the Recitals
of the Purchase Agreement.



                                     A-15
<PAGE>

         "Maximum Negative Carry Amount" means the product of: (i) the
difference between: (a) the weighted average of the interest rates on the
A-1 Notes, the A-2 Notes, the A-3 Notes, the A-4 Notes and the Class B
Notes, minus (b) [__]%, multiplied by (ii) the Note Percentage of the
amount on deposit in the Pre-Funding Account multiplied by (iii) the
fraction of a year represented by the number of days until the expected end
of the Funding Period (calculated on the basis of a 360-day year of twelve
30-day months).

         "Moody's" means Moody's Investors Service, Inc., or its successor.

         "Negative Carry Account" means the account designated as such,
established and maintained pursuant to Section 5.1(a) of the Sale and
Servicing Agreement.

         "Negative Carry Account Initial Deposit" means $[_______________].

         "Negative Carry Amount" means an amount for each Collection Period
calculated by the Servicer as the difference (if positive) between: (a) the
product of: (i) the sum of the Class Interest Amounts for each Class of
Notes multiplied by (ii) the Pre-Funded Percentage as of the immediately
prior Payment Date (or, in the case of the first Payment Date, the Closing
Date) minus (b) the Pre-Funding Account Investment Earnings.

         "NH Credit" means New Holland Credit Company, LLC, a Delaware
limited liability company, and its successors and assigns.

         "NH Purchase Agreement" means the NH Purchase Agreement dated as of
[______________], between NH Credit and CNHCR, as the same may be amended or
supplemented from time to time.

         "NH Receivable" means, collectively, any Contract listed on the
First-Tier NH Assignment and each First-Tier NH Subsequent Transfer
Assignment.

         "Note Balance" means the aggregate Outstanding Amount of the Notes
from time to time.

         "Note Depository Agreement" means the agreement among the Issuer,
the Indenture Trustee, the Administrator and The Depository Trust Company,
as the initial Clearing Agency, dated as of the Closing Date.

         "Note Distribution Account" means the account designated as such,
established and maintained pursuant to Section 5.1(a) of the Sale and
Servicing Agreement.

         "Note Owner" means, with respect to a Book-Entry Note, the Person
who is the owner of such Book-Entry Note, as reflected on the books of the
Clearing Agency, or on the books of a Person maintaining an account with
the Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of the
Clearing Agency).


                                    A-16

<PAGE>

         "Note Percentage" means the percentage equivalent to a fraction
the numerator of which is the Note Balance and the denominator of which is
the sum of the Note Balance and the Certificate Balance.

         "Note Pool Factor" means, as of the close of business on any
Payment Date with respect to any Class of Notes, the Outstanding Amount of
that Class of Notes divided by the original Outstanding Amount of that
Class of Notes (carried out to the seventh decimal place). The Note Pool
Factor for each Class will be 1.0000000 as of the Closing Date, and,
thereafter, will decline to reflect reductions in the Outstanding Amount of
the Notes.

         "Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.4 of the Indenture.

         "Noteholders" means the Class A Noteholders and the Class B
Noteholders.

         "Noteholders' Distributable Amount" means, with respect to any
Payment Date, the sum of: (a) the Class Interest Amount for each Class of
Notes, (b) the Class Principal Distributable Amount for each Class of Class
A Notes, and (c) the Class B Noteholders' Monthly Principal Distributable
Amount.

         "Notes" means the Class A Notes and the Class B Notes.

         "Obligor" on a Receivable means the purchaser or co-purchasers or
lessee or co-lessees of the Financed Equipment and any other Person who
owes payments under the Receivable (including, with respect to the
Termination Value, the related Dealer).

         "Officers' Certificate" means a certificate signed by at least one
of the Chairman of the Board, the President, the Vice Chairman of the
Board, an Executive Vice President, any Vice President, a Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary of the Seller or the
Servicer, as appropriate.

         "Opinion of Counsel" means a written opinion of counsel (who may,
except as otherwise expressly provided in this Agreement, be an employee of
or counsel to the Seller or the Servicer), which counsel and opinion shall
be acceptable to the Indenture Trustee, the Trustee or the Rating Agencies,
as applicable.

         "Originator" means Case Credit Corporation, a Delaware
corporation, its successors and assigns.



                                    A-17
<PAGE>

         "Outstanding" means, as of the date of determination, all Notes
theretofore authenticated and delivered under the Indenture except:

                  (i) Notes theretofore canceled by the Note Registrar or
         delivered to the Note Registrar for cancellation;

                  (ii) Notes or portions thereof the payment for which
         money in the necessary amount has been theretofore deposited with
         the Indenture Trustee or any Paying Agent in trust for the Holders
         of such Notes (provided, however, that if such Notes are to be
         redeemed, notice of such redemption has been duly given pursuant
         to the Indenture); and

                  (iii) Notes in exchange for or in lieu of other Notes
         that have been authenticated and delivered pursuant to the
         Indenture unless proof satisfactory to the Indenture Trustee is
         presented that any such Notes are held by a bona fide purchaser;

provided, that in determining whether the Holders of the requisite
Outstanding Amount of the Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any
Basic Document, Notes owned by the Issuer, any other obligor upon the
Notes, the Seller or any Affiliate of any of the foregoing Persons shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Notes that a Responsible Officer of the Indenture Trustee actually knows to
be so owned shall be so disregarded. Notes so owned that have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Indenture Trustee the pledgee's right so to act
with respect to such Notes and that the pledgee is not the Issuer, any
other obligor upon the Notes, the Seller or any Affiliate of any of the
foregoing Persons.

         "Outstanding Amount" means the aggregate principal amount of all
Notes, or Class of Notes, as applicable, Outstanding at the date of
determination.

         "Owned Contracts" is defined in the Recitals of the Purchase
Agreement.

         "Pass-Through Rate" means [___]% per annum, computed on the basis
of a 360-day year of twelve 30-day months.

         "Paying Agent" means (a) with respect to the Notes, the Indenture
Trustee or any other Person that meets the eligibility standards for the
Indenture Trustee specified in Section 6.11 of the Indenture and is
authorized by the Issuer to make the payments to and distributions from the
Collection Account and the Note Distribution Account, including payment of
principal of or interest on the Notes on behalf of the


                                              A-18

<PAGE>

Issuer, and (b) with respect to the Certificates, any paying agent or
co-paying agent appointed pursuant to Section 3.9 of the Trust Agreement,
and shall initially be [_________________].

         "Payment Date" means, with respect to each Collection Period, the
fifteenth day of the calendar month following the end of that Collection
Period, or, if such day is not a Business Day, the next Business Day,
commencing on [_____________] provided, however, that interest and
principal on the A-1 Notes will also be paid on [_____________] if any A-1
Notes remain outstanding after the [__________] Payment Date.

         "Person" means any individual, corporation, limited liability
company, estate, partnership, joint venture, association, joint stock
company, trust (including any beneficiary thereof), unincorporated
organization or government or any agency or political subdivision thereof.

         "Pool Balance" means, at any time, the sum of the aggregate
Contract Values of the Receivables as of the beginning of a Collection
Period, after giving effect to all payments received from Obligors and
Purchase Amounts to be remitted by the Servicer or the Seller, as the case
may be, with respect to the preceding Collection Period and all Realized
Losses on Receivables liquidated during such preceding Collection Period.

         "Precomputed Receivable" means any Receivable under which the
portion of a payment allocable to earned interest (which may be referred to
in the related Contract as an add-on finance charge) and the portion
allocable to the Amount Financed are determined according to the sum of
periodic balances, the sum of monthly payments or any equivalent method or
are monthly actuarial receivables.

         "Predecessor Note" means, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purpose of this definition,
any Note authenticated and delivered under Section 2.5 of the Indenture in
lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Note.

         "Pre-Funded Amount" means, with respect to any date, the amount on
deposit in the Pre-Funding Account on such date.

         "Pre-Funded Percentage" means, for each Collection Period, the
quotient (expressed as a percentage) of: (i) the Pre-Funded Amount divided
by (ii) the sum of the Pool Balance and the Pre-Funded Amount, after taking
into account all transfers of Subsequent Receivables during such Collection
Period.



                                   A-19

<PAGE>

         "Pre-Funding Account" means the account designated as such,
established and maintained pursuant to Section 5.1(a) of the Sale and
Servicing Agreement.

         "Pre-Funding Account Investment Earnings" means, with respect to
any Payment Date, the interest and other investment earnings (net of losses
and investment expenses) on amounts on deposit in the Pre-Funding Account
to be deposited into the Collection Account on the related Transfer Date
pursuant to Section 5.1(b) of the Sale and Servicing Agreement.

         "Principal Balance" of a Receivable, as of the close of business
on the last day of a Collection Period, means the Amount Financed minus the
sum of: (i) that portion of all Scheduled Payments due on or prior to such
day allocable to principal using (x) in the case of a Precomputed
Receivable, the actuarial or constant yield method and (y) in the case of a
Simple Interest Receivable, the simple interest method, (ii) any refunded
portion of insurance premiums included in the Amount Financed, (iii) any
payment of the Purchase Amount with respect to the Receivable allocable to
principal and (iv) any prepayment in full or any partial prepayments
applied to reduce the Principal Balance of the Receivable.

         "Principal Supplement Account" means the account designated as
such, established and maintained pursuant to Section 5.1(a) of the Sale and
Servicing Agreement.

         "Principal Supplement Account Deposit" means, with respect to each
Subsequent Transfer Date, an amount equal to the Required Principal
Supplement Account Balance applicable to such Subsequent Transfer Date
minus any amount then on deposit in the Principal Supplement Account.

         "Proceeding" means any suit in equity, action at law or other
judicial or administrative proceeding.

         "Prospectus" means the Prospectus dated [____________] and the
Prospectus Supplement dated [________________], relating to the Notes.

         "Purchase Agreement" means the Purchase Agreement dated as of
[______________] between the Seller and the Originator, as the same may be
amended and supplemented from time to time, which term shall also include,
as the context requires, the Liquidity Receivables Purchase Agreement.

         "Purchase Amount" means, as of the close of business on the last
day of a Collection Period, an amount equal to the Contract Value of the
applicable Contract, as of the first day of the immediately following
Collection Period (or, with respect to any applicable Contract that is a
Liquidated Receivable, as of the day immediately prior to such Contract
becoming a Liquidated Receivable less any Liquidation


                                      A-20

<PAGE>

Proceeds actually received by the Issuer) plus interest accrued and unpaid
thereon as of such last day at a rate per annum equal to: (a) in the case
of any Contract transferred on the Closing Date, the Initial Cutoff Date
APR and (b) in the case of any Contract transferred or a Subsequent
Transfer Date, the applicable Subsequent Cutoff Date APR.

         "Purchased Contracts" is defined in the Recitals of the Purchase
Agreement.

         "Purchased Receivable" means a Receivable purchased as of the
close of business on the last day of a Collection Period by the Servicer
pursuant to Section 4.6 of the Sale and Servicing Agreement or by the
Seller pursuant to Section 3.2 of the Sale and Servicing Agreement, or as
of the first day of a Collection Period by the Servicer pursuant to Section
9.1(a) of the Sale and Servicing Agreement.

         "Purchaser" means CNH Capital Receivables Inc., a Delaware corporation,
its successors and assigns.

         "Rating Agency" means each of Moody's and Standard & Poor's. If
either of such organizations or its successor is no longer in existence,
the Seller shall designate a nationally recognized statistical rating
organization or other comparable Person as a substitute Rating Agency,
notice of which designation shall be given to the Indenture Trustee, the
Trustee and the Servicer.

         "Rating Agency Condition" means, with respect to any action, that
each Rating Agency shall have been given 10 days' prior notice thereof and
that each of the Rating Agencies shall have notified the Seller, the
Servicer, the Trustee and the Indenture Trustee in writing that such action
will not result in a reduction or withdrawal of the then current rating of
any Class of the Notes.

         "Realized Losses" means the excess of the Principal Balance of
Liquidated Receivable plus accrued but unpaid interest thereon over
Liquidation Proceeds.

         "Receivable" means, collectively, any Contract listed on the
Second-Tier Case Assignment and each Second-Tier Case Subsequent Transfer
Assignment.

         "Receivable Files" means the documents specified in Section 3.3 of
the Sale and Servicing Agreement.

         "Record Date" means, with respect to a Payment Date or Redemption
Date, the close of business on the fourteenth day of the calendar month in
which such Payment Date or Redemption Date occurs, or, if Definitive Notes
are issued, the close of business on the last day of the calendar month
preceding the month of such Payment Date, whether or not such day is a
Business Day, or if Definitive Notes were not outstanding on such date, the
date of issuance of the Definitive Notes;


                                     A-21

<PAGE>

provided, however, that a special Record Date of [___________] will apply
for the special Payment Date relating to the A-1 Notes.

         "Recoveries" means, with respect to any Liquidated Receivable,
monies collected in respect thereof, from whatever source (other than from
the sale or other disposition of the Financed Equipment), after such
Receivable became a Liquidated Receivable.

         "Redemption Date" means the Payment Date specified by the Servicer
or the Issuer pursuant to Section 10.1(a) or (b) of the Indenture, as
applicable.

         "Redemption Price" means the unpaid principal amount of the Notes
redeemed, plus accrued and unpaid interest thereon at the applicable
interest rate to but excluding the Redemption Date.

         "Registered Holder" means the Person in whose name a Note is
registered on the Note Register on the applicable Record Date.

         "Remaining Pre-Funded Amount" has the meaning assigned thereto in
Section 5.7(b) of the Sale and Servicing Agreement.

         "Required Negative Carry Account Balance" means, as of the
beginning of each Collection Period, an amount equal to the lesser of: (a)
the Negative Carry Account Initial Deposit minus all previous withdrawals
from the Negative Carry Account and (b) the Maximum Negative Carry Amount
as of such day.

         "Required Principal Supplement Account Balance" means, with
respect to each Subsequent Cutoff Date, the excess, if any, of (a) an
amount equal to the difference (if positive) between (x) the Contract Value
of the Receivables and (y) the aggregate of the contractual payoff amounts
for each Receivable (as specified by the Servicer for each Receivable in
the applicable Schedule of Receivables), in each case, as of the end of the
prior collection period (or the applicable Subsequent Transfer Cutoff Date
for Subsequent Receivables being transferred on that Subsequent Transfer
Date), over (b) the Expected Excess Spread.

         "Responsible Officer" means, with respect to the Indenture
Trustee, any officer within the Corporate Trust Office of the Indenture
Trustee, including any Vice President, Assistant Vice President, Secretary
or Assistant Secretary, or any other officer of the Indenture Trustee
customarily performing functions similar to those performed by any of the
above designated officers and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.



                                    A-22
<PAGE>

         "Retail Installment Contract" means an equipment retail
installment contract secured by Financed Equipment.

         "Sale and Servicing Agreement" means the Sale and Servicing
Agreement, dated as of [________________], among the Issuer, the Seller and
the Servicer.

         "Sale Proceeds" is defined in Section 9.1(b) of the Sale and
Servicing Agreement.

         "Schedule of NH Receivables" means, collectively, the listing of
the NH Receivables attached to the First-Tier NH Assignment, and the
listing of NH Receivables attached to each First-Tier NH Subsequent
Transfer Assignment.

         "Schedule of Receivables" means, collectively, the listing of the
Receivables attached to the First-Tier Case Assignment and Second-Tier Case
Assignment, and the listings of Receivables attached to each First-Tier
Case Subsequent Transfer Assignment and Second-Tier Case Subsequent
Transfer Assignment.

         "Scheduled Payment" on a Receivable means that portion of the
payment required to be made by the Obligor during any Collection Period
sufficient to amortize the Principal Balance under (x) in the case of a
Precomputed Receivable, the actuarial method or (y) in the case of a Simple
Interest Receivable, the simple interest method, in each case, over the
term of the Receivable and to provide interest at the APR, provided that
Termination Values shall also constitute Scheduled Payments.

         "Second-Tier Case Assignment" has the meaning assigned thereto in
Section 2.1 of the Sale and Servicing Agreement.

         "Second-Tier Case Subsequent Transfer Assignment" has the meaning
assigned thereto in Section 2.2(b)(i) of the Sale and Servicing Agreement.

         "Secretary of State" means the Secretary of State of the State of
Delaware.

         "Securities Account" has the meaning assigned thereto in Section
8-501(a) of Article 8 of the UCC.



                                    A-23
<PAGE>

         "Securities Entitlement" has the meaning assigned thereto in
Section 8- 102(a)(17) of Article 8 of the UCC.

         "Securities Intermediary" is defined in Section 8-102(a)(14) of
Article 8 of the UCC.

         "Seller" means CNH Capital Receivables Inc., a Delaware corporation,
and its successors in interest to the extent permitted hereunder.

         "Servicer" means Case Credit, as the Servicer of the Receivables,
and each successor to Case Credit (in the same capacity) pursuant to
Section 7.3 or 8.2 of the Sale and Servicing Agreement.

         "Servicer Default" means an event specified in Section 8.1 of the
Sale and Servicing Agreement.

         "Servicer's Certificate" means an Officers' Certificate of the
Servicer delivered pursuant to Section 4.8 of the Sale and Servicing
Agreement, substantially in the form of Exhibit C thereto.

         "Servicing Fee" means the fee payable to the Servicer for services
rendered during the respective Collection Period, determined pursuant to
Section 4.7 of the Sale and Servicing Agreement.

         "Simple Interest Receivable" means any Receivable under which the
portion of a payment allocable to interest and the portion allocable to
principal is determined by allocating a fixed level payment between
principal and interest, such that such payment is allocated first to the
accrued and unpaid interest at the Annual Percentage Rate for such
Receivable on the unpaid principal balance and the remainder of such
payment is allocable to principal.

         "Specified Spread Account Balance" means, with respect to any
Payment Date, the lesser of (a) [____]% of the Initial Pool Balance and (b)
the Note Balance.

         "Spread Account" means the account designated as such, established
and maintained pursuant to Section 5.1(a) of the Sale and Servicing
Agreement.

         "Spread Account Initial Deposit" means, initially,
$[__________________] and, with respect to each Subsequent Transfer Date,
cash or Eligible Investments having a value approximately equal to [___]%
of the aggregate Contract Value of the Subsequent Receivables conveyed to
the Issuer on such Subsequent Transfer Date.

         "Standard & Poor's" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., or its successor.



                                     A-24
<PAGE>

         "State" means any one of the 50 states of the United States of
America or the District of Columbia.

         "Subsequent Cutoff Date" means, with respect to any Subsequent
Receivables, the close of business on the last day of the calendar month
preceding the related Subsequent Transfer Date.

         "Subsequent Cutoff Date APR" means, with respect to any Subsequent
Cutoff Date, the Initial Cutoff Date APR or such higher annual rate
specified by the Servicer, which in any case exceeds the weighted average
APR of the Subsequent Receivables being purchased as of such Subsequent
Cutoff Date.

         "Subsequent NH Receivables" means the NH Receivables transferred
to CNHCR pursuant to Section 2.2 of the NH Purchase Agreement, which shall
be listed on Schedule A to the related First-Tier NH Subsequent Transfer
Assignment.

         "Subsequent Receivables" means the Receivables transferred to the
Issuer pursuant to Section 2.2 of the Sale and Servicing Agreement, which
shall be listed on Schedule A to the related Second-Tier Case Subsequent
Transfer Assignment.

         "Subsequent Transfer Date" means (i) with respect to a Subsequent
Receivable, any Business Day during the Funding Period on which Subsequent
Receivables are to be transferred to the Issuer and a Second-Tier Case
Subsequent Transfer Assignment is executed and delivered to the Trustee and
the Indenture Trustee pursuant to Section 2.2 of the Sale and Servicing
Agreement, or (ii) with respect to a Subsequent NH Receivable, any Business
Day during the Funding Period on which Subsequent NH Receivables are to be
transferred to CNHCR and a First-Tier NH Subsequent Transfer Assignment is
executed and delivered to CNHCR pursuant to Section 2.2 of the NH Purchase
Agreement, which in the case of clauses (i) and (ii) above may be the same
day.

         "Successor Servicer" is defined in Section 3.7(e) of the
Indenture.

         "Termination Value" means, the "Termination Value" (if any)
payable by a lessee or Dealer pursuant to the applicable Lease.

         "TIA" means the Trust Indenture Act.

         "Total Distribution Amount" means, with respect to any Payment
Date, the aggregate amount of collections on or with respect to the
Receivables (including collections received after the end of the preceding
calendar month on any Subsequent



                                    A-25
<PAGE>

Receivables added to the Trust after the end of that preceding calendar
month and on or before that Payment Date) with respect to the related
Collection Period plus the Negative Carry Amount for such Collection
Period. Collections on or with respect to the Receivables include all
payments made by or on behalf of the Obligors (including any late fees,
prepayment charges, extension fees and other administrative fees or similar
charges allowed by applicable law with respect to the Receivables), any
proceeds from insurance policies covering the Financed Equipment or related
Obligor, Liquidation Proceeds, the Purchase Amount of each Receivable that
became a Purchased Receivable in respect of the related Collection Period
(to the extent deposited into the Collection Account), Investment Earnings
for such Payment Date, payments made by a Dealer pursuant to its obligation
(if any) to pay the Termination Value pursuant to the related Lease and
pursuant to the related Dealer Agreement with respect to such Receivable
(other than amounts paid from Dealer reserve accounts maintained with Case
Credit) and the Remaining Pre-Funded Amount, on the Payment Date specified
in Section 5.7(b) of the Sale and Servicing Agreement; provided, however,
that the Total Distribution Amount shall not include: (i) all payments or
proceeds (including Liquidation Proceeds) of any Receivables the Purchase
Amount of which has been included in the Total Distribution Amount in a
prior Collection Period, (ii) any Recoveries or (iii) amounts released from
the Pre-Funding Account.

         "Transfer Date" means the Business Day preceding the fifteenth day
of each calendar month.

         "Treasury Regulations" means regulations, including proposed or
temporary regulations, promulgated under the Code. References to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

         "True Lease Equipment" means the Financed Equipment subject to an
Either/or Lease that is properly characterized as a true lease, rather than
a lease intended as security, within the meaning of Section 1-201(37) of
the UCC.

         "Trust" means the Issuer.

         "Trust Account Property" means the Trust Accounts, all amounts and
investments held from time to time in any Trust Account (whether in the
form of deposit accounts, physical property, book-entry securities,
uncertificated securities or otherwise), and all proceeds of the foregoing.

         "Trust Accounts" has the meaning assigned thereto in Section
5.1(b) of the Sale and Servicing Agreement.


                                  A-26
<PAGE>

         "Trust Agreement" means the Trust Agreement dated as of
[_______________], between the Seller and the Trustee, as the same may be
amended and supplemented from time to time.

         "Trust Certificate" means a certificate evidencing the beneficial
interest of a Certificateholder in the Trust, substantially in the form of
Exhibit A to the Trust Agreement.

         "Trust Estate" means (a) with respect to the Indenture, all the
money, instruments, rights and other property that are subject or intended
to be subject to the Lien and security interest of the Indenture for the
benefit of the Noteholders (including all property and interests Granted to
the Indenture Trustee), including all proceeds thereof, and (b) with
respect to the Trust Agreement, all right, title and interest of the Trust
in and to the property and rights assigned to the Trust pursuant to Article
II of the Sale and Servicing Agreement, all funds on deposit from time to
time in the Trust Accounts and the Certificate Distribution Account and all
other property of the Trust from time to time, including any rights of the
Trustee and the Trust pursuant to the Sale and Servicing Agreement and the
Administration Agreement.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as in
force on the date of the Indenture unless otherwise specifically provided.

         "Trust Officer" means, in the case of the Indenture Trustee, any
officer within the Corporate Trust Office of the Indenture Trustee,
including any Vice President, Assistant Vice President, Secretary,
Assistant Secretary or any other officer of the Indenture Trustee
customarily performing functions similar to those performed by any of the
above designated officers and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject and, with respect
to the Trustee, any officer in the Corporate Trustee Administration
Department of the Trustee with direct responsibility for the administration
of the Trust Agreement and the Basic Documents on behalf of the Trustee.

         "Trust Statute" means Chapter 38 of Title 12 of the Delaware Code,
12 Del. Code ss. 3801 et seq., as the same may be amended from time to
time.

         "Trustee" means [________________], a [_________] banking
corporation, not in its individual capacity but solely as trustee under the
Trust Agreement, and any successor Trustee thereunder.

         "Uncertificated Security" has the meaning assigned thereto in
Section 8-102(a)(18) of Article 8 of the UCC.

         "UCC" means, unless the context otherwise requires, the Uniform
Commercial Code as in effect in the relevant jurisdiction, as amended from
time to time.

         "Underwriting Agreement" means the Underwriting Agreement, dated
[_______________], among [________________], as representative of the
several underwriters named therein, the Purchaser and Case Credit.


                                     A-27
<PAGE>

                                                                   EXHIBIT B
                                                                to Indenture

                 FORM OF SECTION 3.9 OFFICERS' CERTIFICATE


____________, _____


[_________________]
[______________________]
[______________________]
Attention: [___________________]

         Pursuant to Section 3.9 of the Indenture, dated as of [__________]
(the "Indenture"), between CNH Equipment Trust 200_-_ (the "Issuer") and
[___________________], 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 200_-_


                           By:_______________________________
                                Name:________________________
                                Title:_______________________

                           By:_______________________________
                                Name:________________________
                                Title:_______________________