Exhibit 4.5


 


CNH EQUIPMENT TRUST 2010-A


 


ADMINISTRATION AGREEMENT


 


among


 


CNH EQUIPMENT TRUST 2010-A,


 


as Issuing Entity,


 


and


 


NEW HOLLAND CREDIT COMPANY, LLC,


 


as Administrator,


 


and


 


THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,


 


as Indenture Trustee,


 


and


 


WILMINGTON TRUST COMPANY,


 


as Trustee


 


Dated as of March 1, 2010


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  Duties
  of the Administrator

  	
  2

  
	
   

  	
  (a)

  	
  Duties with Respect to the Indenture and the Depository
  Agreement

  	
  2

  
	
   

  	
  (b)

  	
  Duties with Respect to the Trust

  	
  4

  
	
   

  	
  (c)

  	
  Non-Ministerial Matters

  	
  6

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Records

  	
  6

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Compensation

  	
  6

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Additional
  Information to be Furnished to the Issuing Entity

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Independence
  of the Administrator

  	
  6

  
	
   

  	
   

  	
   

  
	
  6.

  	
  No
  Joint Venture

  	
  7

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Other
  Activities of the Administrator

  	
  7

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Term
  of Agreement; Resignation and Removal of the Administrator

  	
  7

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Action
  upon Termination, Resignation or Removal

  	
  9

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Notices

  	
  9

  
	
   

  	
  (a)

  	
  if to the Issuing Entity or the Trustee

  	
  9

  
	
   

  	
  (b)

  	
  if to the Administrator

  	
  9

  
	
   

  	
  (c)

  	
  if to the Indenture Trustee

  	
  10

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Amendments

  	
  10

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Successors
  and Assigns

  	
  11

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Governing
  Law

  	
  11

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Headings

  	
  11

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Counterparts

  	
  11

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Severability

  	
  12

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Not
  Applicable to New Holland Credit Company, LLC in Other Capacities

  	
  12

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Limitation
  of Liability of the Trustee and the Indenture Trustee

  	
  12

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Indemnification

  	
  12

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Information
  Requests

  	
  12

  



 


i

















 


ADMINISTRATION
AGREEMENT dated as of March 1, 2010, among CNH EQUIPMENT
TRUST 2010-A, a Delaware statutory trust (the “Issuing Entity”), NEW HOLLAND
CREDIT COMPANY, LLC, a Delaware limited liability company, as administrator
(the “Administrator”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a
national banking association, not in its individual capacity but solely as
Indenture Trustee (the “Indenture Trustee”), and Wilmington Trust Company, not
in its individual capacity but solely as Trustee under the Trust Agreement (the
“Trustee”).


 


RECITALS


 


WHEREAS, the Issuing Entity is issuing the Notes pursuant
to the Indenture, dated as of the date hereof (as amended and supplemented from
time to time in accordance with the provisions thereof, the “Indenture”),
between the Issuing Entity and the Indenture Trustee (capitalized terms used
herein and not otherwise defined herein are defined in Appendix A to the
Indenture, and the provisions of Section 1.3 of the Indenture shall be
incorporated herein).


 


WHEREAS, the Issuing Entity has entered into certain
agreements in connection with the issuance of the Notes and of certain
beneficial ownership interests of the Issuing Entity, including: (i) a
Sale and Servicing Agreement, dated as of the date hereof (as amended and
supplemented from time to time, the “Sale and Servicing Agreement”), among the
Issuing Entity, New Holland Credit Company, LLC, as servicer (the “Servicer”),
and CNH Capital Receivables LLC, a Delaware limited liability company, as
seller (the “Seller”), (ii) a Depository Agreement, dated March 25,
2010 (the “Depository Agreement”), among the Issuing Entity and The Depository
Trust Company, (iii) the Indenture, and (iv) a Trust Agreement, dated
as of the date hereof (the “Trust Agreement”), between the Seller and the
Trustee (the Sale and Servicing Agreement, the Depository Agreement, the
Indenture and the Trust Agreement being hereinafter referred to collectively as
the “Related Agreements”);


 


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


 


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


 


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


 


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


 

















 


1.             Duties of the Administrator.


 


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


 


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


 


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


 


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


 


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


 


(v)           [reserved];


 


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


 


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


 


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


 


(ix)           the preparation of all supplements, amendments,
financing statements, continuation statements, instruments of further assurance
and other


 


2

















 


instruments, in accordance with Section 3.5 of
the Indenture, necessary to protect the Trust Estate (Section 3.5);


 


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


 


(xi)           the identification to the Indenture Trustee in an
Officer’s Certificate of a Person with whom the Issuing Entity has contracted
to perform its duties under the Indenture (Section 3.7(b));


 


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


 


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


 


(xiv)        the delivery of notice to the Indenture Trustee and
the Rating Agencies of (a) each Event of Default under the Indenture, (b) each
default by the Servicer or Seller under the Sale and Servicing Agreement and (c) each
default by CNHCA under the Purchase Agreement (Section 3.19);


 


(xv)         the monitoring of the Issuing Entity’s obligations as
to the satisfaction and discharge of the Indenture and the preparation of an
Officer’s Certificate and the obtaining of the Opinion of Counsel and the
Independent Certificate relating thereto (Section 4.1);


 


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


 


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


 


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


 


3

















 


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


 


(xx)          the preparation of an Issuing Entity Request and
Officer’s Certificate and the obtaining of an Opinion of Counsel and
Independent Certificates, if necessary, for the release of the Trust Estate as
defined in the Indenture (Sections 8.4 and 8.5);


 


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


 


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


 


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


 


(xxiv)       the preparation of all Officer’s Certificates,
Opinions of Counsel and Independent Certificates with respect to any requests
by the Issuing Entity to the Indenture Trustee to take any action under the
Indenture (Section 11.1(a));


 


(xxv)        the preparation and delivery of Officer’s Certificates
and the obtaining of Independent Certificates, if necessary, for the release of
property from the Lien of the Indenture (Section 11.1(b));


 


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


 


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


 


(b)           Duties with Respect to the Trust.


 


(i)            In addition to the duties of the Administrator set
forth above, the Administrator shall perform such calculations, and shall
prepare for execution by the Issuing Entity or the Trustee or shall cause the
preparation by other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions, as it shall be the duty of the
Issuing Entity or the Trustee to perform, prepare, file or deliver pursuant to
the Related Agreements, and at the request of the Trustee shall take all
appropriate action that it is the duty of the Issuing Entity or the Trustee to
take pursuant to the Related Agreements (other than with respect to Sections
11.14, 11.15 and 11.16 of the Trust Agreement). 
Subject to Section 5 of this Agreement, the Administrator shall
administer, perform or supervise the performance of such other activities in
connection with


 


4

















 


the Collateral (including the Related Agreements) as
are not covered by any of the foregoing and as are expressly requested by the
Trustee and are reasonably within the capability of the Administrator.


 


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


 


(iii)          Notwithstanding anything in this Agreement or the
Related Agreements to the contrary, the Administrator shall be responsible for
performance of the duties of the Trustee (if any) set forth in Sections 5.2(a),
(b) and (c), the first sentence of Section 5.5 and Section 5.6(a) of
the Trust Agreement with respect to, among other things, accounting and reports
to Owners; provided, however, that the Trustee shall retain responsibility for
the distribution of the Schedule K-1s necessary to enable each Owner to prepare
its federal and state income tax returns.


 


(iv)          If any Certificates are held by any Person other than
the Depositor, the Administrator shall satisfy its obligations with respect
to  clauses (ii)  and  (iii)  by retaining, at the expense of
the Trust payable by the Servicer, a firm of Independent certified public
accountants (the “Accountants”) reasonably acceptable to the Trustee, which
Accountants shall perform the obligations of the Administrator thereunder. In
connection with clause (ii), the Accountants will provide, on or prior to the
date on which the Trustee receives its notice from the Administrator under such
clause, a letter in form and substance satisfactory to the Trustee as to
whether any tax withholding is then required and, if required, the procedures
to be followed with respect thereto to comply with the requirements of the
Code. The Accountants shall be required to update the letter in each instance
that any additional tax withholding is subsequently required or any previously
required tax withholding shall no longer be required.


 


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


 


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


 


5
















 


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


 


(c)           Non-Ministerial Matters.


 


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


 


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


 


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


 


(C)           the removal of the Indenture Trustee.


 


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


 


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


 


3.             Compensation.   As
compensation for the performance of the Administrator’s obligations under this
Agreement and as reimbursement for its expenses related thereto, the
Administrator shall be entitled to $500 per quarter payable in arrears on each
Payment Date, which payment shall be solely an obligation of the Issuing Entity
(the “Administration Fee”).


 


4.             Additional Information to be Furnished to the
Issuing Entity.   The Administrator shall furnish to the Issuing
Entity from time to time such additional information regarding the Collateral
as the Issuing Entity shall reasonably request.


 


5.             Independence of the Administrator. 
For all purposes of this Agreement, the Administrator shall be an
independent contractor and shall not be subject to the supervision of


 


6

















 


the Issuing Entity
or the Trustee with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless expressly authorized by the
Issuing Entity, the Administrator shall have no authority to act for or
represent the Issuing Entity or the Trustee in any way (other than as permitted
hereunder) and shall not otherwise be deemed an agent of the Issuing Entity or
the Trustee.


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


 


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


 


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


 


(a)           This Agreement shall continue in force until the
dissolution of the Issuing Entity, upon which event this Agreement shall
automatically terminate.


 


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


 


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


 


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


 


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


 


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


 


7

















 


the Administrator or any substantial part of its
property or order the winding-up or liquidation of its affairs; or


 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


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


 


10.          Notices.  Any notice,
report or other communication given hereunder shall be in writing and addressed
and personally delivered, mailed or sent by facsimile transmission as follows:


 


(a)           if to the Issuing Entity or the Trustee, to:


 


CNH
Equipment Trust 2010-A


c/o
Wilmington Trust Company


Rodney Square North


1100 North Market Street


Wilmington, Delaware  19890-0001


Attention: Corporate
Trust Administrator


Facsimile: (302) 636-4140


 


(b)           if to the Administrator, to:


 


New Holland Credit
Company, LLC


100 Brubaker Avenue


New Holland,
Pennsylvania  17557


Attention: Finance
Manager


Facsimile: (630) 887-5448


 


9

















 


with a copy to:


 


New Holland Credit
Company, LLC


6900 Veterans Boulevard


Burr Ridge, Illinois  60527


Attention: Assistant
Treasurer


Facsimile: (630) 887-5448


 


(c)           if to the Indenture Trustee, to:


 


The Bank of New York
Mellon Trust Company, N.A.


2 North LaSalle Street


Suite 1020


Chicago, Illinois 60602


Attention: Structured
Finance-ABS


Facsimile: (312) 827-8562


 


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


 


11.          Amendments.  Any term or
provision of this Agreement may be amended by the Issuing Entity,
Administrator, Indenture Trustee and the Trustee without the consent of any
Noteholder, any Certificateholder or any other Person subject to the
satisfaction of one of the following conditions:


 


(i)            the Administrator delivers an Opinion of Counsel to
the Indenture Trustee to the effect that such amendment will not materially and
adversely affect the interests of the Noteholders or the Certificateholders; or


 


(ii)           the Administrator delivers an Officer’s Certificate of
the Administrator to the Indenture Trustee to the effect that such amendment
will not materially or adversely affect the interests of the Noteholders or the
Certificateholders.


 


An amendment shall be deemed
not to adversely affect in any material respect the interests of any
Noteholders of a Class of Notes if the Rating Agency Condition has been
satisfied with respect to such amendment for such Class of Notes.


 


This Agreement may also be
amended from time to time by the Issuing Entity, the Administrator and the
Indenture Trustee with the written consent of (w) the Trustee, (x) Noteholders
holding Notes evidencing not less than a majority of the Note Balance and (y) the
Certificateholders holding in the aggregate more than 50% of the beneficial
interest in the Issuing Entity at the time of such amendment, for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Noteholders or the Certificateholders; provided, however, that no such
amendment shall: (i) reduce the interest rate or principal of any Note, or
delay the Class


 


10

















 


Final
Maturity Date of any Note or (ii) reduce the aforesaid percentage of the
Holders of Notes and Certificates that are required to consent to any such
amendment, without the consent of the Holders of all the outstanding Notes and
Certificates. Notwithstanding the foregoing, the Administrator may not amend
this Agreement without the permission of the Depositor, which permission shall
not be unreasonably withheld.


 


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


 


It shall not be necessary
for the consent of the Certificateholders or the Noteholders pursuant to this Section to
approve the particular form of any proposed amendment or consent, but it shall
be sufficient if such consent shall approve the substance thereof.


 


Notwithstanding anything
herein to the contrary (other than as provided in the following paragraph), any
term or provision of this Agreement may be amended by the Administrator without
the consent of the Certificateholders, the Noteholders or any other Person to
add, modify or eliminate any provisions as may be necessary or advisable in
order to comply with or obtain more favorable treatment under or with respect
to any law or regulation or any accounting rule or principle (whether now
or in the future in effect); it being a condition to any such amendment that
the Rating Agency Condition shall have been satisfied.


 


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


 


13.          Governing Law.  This
Agreement shall be construed in accordance with the laws of the State of New
York, and the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws.


 


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


 


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


 


11

















 


16.          Severability.  Any provision
of this Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.


 


17.          Not Applicable to New Holland Credit Company, LLC
in Other Capacities.  Nothing in this Agreement
shall affect any obligation New Holland Credit Company, LLC or any successor
administrator may have in any other capacity.


 


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


 


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


 


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


 


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


 


20.          Information Requests.  The parties
hereto shall provide any information reasonably requested by the Administrator
or any of its Affiliates, at the expense of the Administrator or any of its
Affiliates, as applicable, in order to comply with or obtain more favorable
treatment under any current or future law, rule, regulation, accounting rule or
principle.


 


*   *   *  
*   *


 


12

















 


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


 




	
   

  	
   

  	
  CNH EQUIPMENT TRUST
  2010-A

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Wilmington Trust
  Company,

  
	
   

  	
   

  	
   

  	
   

  	
  not in its individual
  capacity but solely as Trustee on behalf of the Issuing Entity

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dorri Costello

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Dorri Costello

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Financial Services
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
  not in its individual
  capacity but solely as Indenture Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert Castle

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Robert Castle

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEW HOLLAND CREDIT
  COMPANY, LLC

  
	
   

  	
   

  	
   

  	
   

  	
  as Administrator

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Thomas N. Beckmann

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Thomas N. Beckmann

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILMINGTON TRUST
  COMPANY,

  
	
   

  	
   

  	
   

  	
   

  	
  not in its individual
  capacity but solely as Trustee under the Trust Agreement

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dorri Costello

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Dorri Costello

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Financial Services
  Officer