EXECUTION COPY









                         CNH EQUIPMENT TRUST 2002-A


                          CASE PURCHASE AGREEMENT



                                  between



                          CASE CREDIT CORPORATION




                                    and



                        CNH CAPITAL RECEIVABLES INC.





                         Dated as of March 1, 2002










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                                 vii

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                  CASE PURCHASE AGREEMENT (as amended or supplemented from
         time to time, this "Agreement") dated as of March 1, 2002 between
         CASE CREDIT CORPORATION, a Delaware corporation ("Case Credit"),
         and CNH CAPITAL RECEIVABLES INC., a Delaware corporation
         ("CNHCR").

                                  RECITALS

                  WHEREAS, in the regular course of its business, Case
         Credit purchases, directly and indirectly, from equipment dealers
         and brokers, and directly originates, Contracts; and

                  WHEREAS, in the regular course of its business, Case
         Credit purchases from Case Corporation certain Contracts
         originated by Case Corporation in the ordinary course of business;
         and

                  WHEREAS, Case Credit and CNHCR wish to set forth the
         terms pursuant to which: (1) Contracts having an aggregate
         Contract Value of approximately $67,639,501.99 (the "Case
         Purchased Contracts") as of Initial Cutoff Date and Case Credit's
         right, title and interest in any True Lease Equipment related to
         such Contracts are to be sold by Case Credit to CNHCR on the date
         hereof and (2) certain Subsequent Case Receivables and Case
         Credit's right, title and interest in any True Lease Equipment
         related to such Subsequent Case Receivables are to be sold by Case
         Credit to CNHCR from time to time on each Subsequent Transfer
         Date; and

                  WHEREAS, CNHCR, as of the Initial Cutoff Date, owned
         Contracts previously purchased from Case Credit pursuant to an
         Amended and Restated Receivables Purchase Agreement dated as of
         December 15, 2000 (as amended from time to time, the "Case
         Liquidity Receivables Purchase Agreement") between Case Credit and
         CNHCR, having an aggregate Contract Value of approximately
         $330,290,526.53 (the "Case Owned Contracts", and together with the
         Case Purchased Contracts, the "Initial Case Receivables"); and

                  WHEREAS, the Initial Case Receivables and the Subsequent
         Case Receivables (collectively, the "Case Receivables"), the NH
         Receivables and any True Lease Equipment related to such Case
         Receivables or NH Receivables will be transferred by CNHCR,
         pursuant to the Sale and Servicing Agreement, to CNH Equipment
         Trust 2002-A (the "Trust"), which Trust will issue Asset Backed
         Certificates representing non-assessable, fully paid, undivided
         interests in, and 2.0825% Class A-1 Asset Backed Notes, 3.1300%
         Class A-2 Asset Backed Notes, Floating Rate Class A-3 Asset Backed
         Notes, Floating Rate Class A-4 Asset Backed Notes, Floating Rate
         Class B Asset Backed Notes and Floating Rate Class C Asset Backed
         Notes collateralized by, the Receivables and the other property of
         the Trust; and


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                  WHEREAS, Case Credit and CNHCR wish to set forth herein
         certain representations, warranties, covenants and indemnities of
         Case Credit with respect to the Case Receivables for the benefit
         of CNHCR, the Trust, the Noteholders and the Certificateholders.

                  NOW, THEREFORE, in consideration of the foregoing, other
         good and valuable consideration and the mutual terms and covenants
         contained herein the parties hereto agree as follows:

                                 ARTICLE I
                            Certain Definitions

          SECTION 1.1. Definitions. Capitalized terms used herein and not
          otherwise defined herein are defined in Appendix A to the
          Indenture dated as of the date hereof between CNH Equipment Trust
          2002-A and Bank One, National Association.

          SECTION 1.2. Other Definitional Provisions. (a) All terms defined
          in this Agreement shall have the defined meanings when used in
          any certificate or other document made or delivered pursuant
          hereto unless otherwise defined therein.

          (b)    As used in this Agreement and in any certificate or other
          document made or delivered pursuant hereto, accounting terms not
          defined in this Agreement or in any such certificate or other
          document, and accounting terms partly defined in this Agreement
          or in any such certificate or other document to the extent not
          defined, shall have the respective meanings given to them under
          generally accepted accounting principles as in effect on the date
          hereof. To the extent that the definitions of accounting terms in
          this Agreement or in any such certificate or other document are
          inconsistent with the meanings of such terms under generally
          accepted accounting principles, the definitions contained in this
          Agreement or in any such certificate or other document shall
          control.

          (c)    The words "hereof", "herein", "hereunder" and words of
          similar import when used in this Agreement shall refer to this
          Agreement as a whole and not to any particular provision of this
          Agreement; Section, Schedule and Exhibit references contained in
          this Agreement are references to Sections, Schedules and Exhibits
          in or to this Agreement unless otherwise specified; and the term
          "including" shall mean "including, without limitation,".

          (d)    The definitions contained in this Agreement are applicable to
          the singular as well as the plural forms of such terms and to the
          masculine as well as to the feminine and neuter genders of such
          terms.


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                                ARTICLE II
                       Conveyance of Case Receivables

          SECTION 2.1. Conveyance of Case Purchased Contracts. In
          consideration of CNHCR's payment of $397,930,028.52 (the "Initial
          Case Purchase Price") in the manner set out in Section 2.5(a),
          Case Credit does hereby sell, transfer, assign, set over and
          otherwise convey to CNHCR, without recourse (subject to the
          obligations herein), all of its right, title, interest and, with
          respect to any Contracts that are Leases, obligations in, to and
          under (collectively, the "Initial Case Assets"):

          (i)    the Case Purchased Contracts, 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;

          (ii) the security interests in the Financed Equipment granted by
          Obligors pursuant to the Case Purchased Contracts and any other
          interest of Case Credit in such Financed Equipment;

          (iii) any proceeds with respect to the Case Purchased Contracts
          from claims on insurance policies covering Financed Equipment or
          Obligors;

          (iv) any proceeds from recourse to Dealers with respect to the
          Case Purchased Contracts other than any interest in the Dealers'
          reserve accounts maintained with Case Credit;

          (v) any Financed Equipment that shall have secured the Case
          Purchased Contracts and that shall have been acquired by or on
          behalf of CNHCR;

          (vi) any True Lease Equipment that is subject to any Case
          Purchased Contract; and

          (vii) the proceeds of any and all of the foregoing.

          SECTION 2.2. Conveyance of Subsequent Case Receivables. Subject
          to the conditions set forth in Section 4.1(b), in consideration
          of CNHCR's delivery on the related Subsequent Transfer Date to or
          upon the order of Case Credit of the related Subsequent Case
          Purchase Price pursuant to Section 2.5, Case Credit does hereby
          sell, transfer, assign, set over and otherwise convey to CNHCR,
          without recourse (subject to the obligations herein), all of its
          right, title, interest and, with respect to any Contracts that
          are Leases, obligations in, to and under (collectively, the
          "Subsequent Case Assets"; and together with the Initial Case
          Assets, the "Case Assets"):


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          (i) the Subsequent Case Receivables listed on Schedule A to the
          related Case Subsequent Transfer Assignment, including all
          documents constituting chattel paper included therewith, and all
          obligations of the Obligors thereunder, including all moneys paid
          thereunder on or after the related Subsequent Cutoff Date;

          (ii) the security interests in the Financed Equipment granted by
          Obligors pursuant to such Subsequent Case Receivables and any
          other interest of Case Credit in such Financed Equipment;

          (iii) any proceeds with respect to such Subsequent Case
          Receivables from claims on insurance policies covering Financed
          Equipment or Obligors;

          (iv) any proceeds with respect to such Subsequent Case
          Receivables from recourse to Dealers other than any interest in
          the Dealers' reserve accounts maintained with Case Credit;

          (v) any Financed Equipment that shall have secured any such
          Subsequent Case Receivable and that shall have been acquired by
          or on behalf of CNHCR;

          (vi) any True Lease Equipment that is subject to any Subsequent
          Case Receivable; and

          (vii) the proceeds of any and all of the foregoing.

          SECTION 2.3. Intention of the Parties. The parties to this
          Agreement intend that the transactions contemplated hereby shall
          be, and shall be treated as, a purchase by CNHCR and a sale by
          Case Credit of the Case Purchased Contracts and the Subsequent
          Case Receivables and any True Lease Equipment related to such
          Case Purchased Contracts or Subsequent Case Receivables, as the
          case may be, and not as a lending transaction. The foregoing
          sale, assignment, transfer and conveyance does not constitute,
          and is not intended to result in a creation or assumption by
          CNHCR of, any obligation or liability with respect to any Case
          Purchased Contract or any Subsequent Case Receivable, nor shall
          CNHCR be obligated to perform or otherwise be responsible for any
          obligation of Case Credit or any other Person in connection with
          the Case Purchased Contracts or the Subsequent Case Receivables
          or under any agreement or instrument relating thereto, including
          any contract or any other obligation to any Obligor, except that
          CNHCR accepts any Contracts that are Leases subject to (and
          assumes) the covenants benefiting the Obligors under such Leases.

         If (but only to the extent) that the transfer of the Case Assets
         hereunder is characterized by a court or other governmental
         authority as a loan rather than a sale, Case Credit shall be
         deemed hereunder to have granted to CNHCR a security interest in
         all of Case Credit's right, title and interest in and to the Case
         Assets. Such security interest shall secure all of Case Credit's
         obligations (monetary or otherwise) under this Agreement and the
         other Basic Documents to which it is a party, whether now or



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         hereafter existing or arising, due or to become due, direct or
         indirect, absolute or contingent. CNHCR shall have, with respect
         to the property described in Section 2.1 and Section 2.2, and in
         addition to all the other rights and remedies available to CNHCR
         under this Agreement and applicable law, all the rights and
         remedies of a secured party under any applicable UCC, and this
         Agreement shall constitute a security agreement under applicable
         law.

          SECTION 2.4. The Closing. The sale and purchase of the Case
          Purchased Contracts shall take place at a closing at the offices
          of Mayer, Brown, Rowe & Maw, 190 South LaSalle Street, Chicago,
          Illinois 60603 on the Closing Date, simultaneously with the
          closings under: (a) the NH Purchase Agreement, (b) the Sale and
          Servicing Agreement, (c) the Trust Agreement, (d) the
          Administration Agreement and (e) the Indenture.

          SECTION 2.5. Payment of the Purchase Price.

          (a) Case Purchased Contracts. The Initial Case Purchase Price is
          payable as follows: (i) partially in cash on the Closing Date,
          and (ii) the remainder shall be deemed to have been paid by CNHCR
          to Case Credit and returned by Case Credit to CNHCR as a
          contribution to capital.

          (b) Subsequent Case Receivables. As consideration for the
          conveyance of Subsequent Case Receivables pursuant to Section
          2.2, CNHCR shall pay or cause to be paid to Case Credit on each
          Subsequent Transfer Date an amount (a "Subsequent Case Purchase
          Price") equal to the aggregate Contract Value of the Subsequent
          Case Receivables as of the related Subsequent Cutoff Date, plus
          any premium or minus any discount agreed upon by Case Credit and
          CNHCR. Any Subsequent Case Purchase Price shall be payable as
          follows: (i) cash in the amount released to CNHCR in respect of
          the Subsequent Case Receivables from the Pre-Funding Account
          pursuant to Section 5.7(a) of the Sale and Servicing Agreement
          shall be paid to Case Credit on the related Subsequent Transfer
          Date; and (ii) the balance shall be paid in cash as and when
          amounts are released to, or otherwise realized by, CNHCR from the
          Spread Account, the Negative Carry Account, and the Principal
          Supplement Account in accordance with the Sale and Servicing
          Agreement, or otherwise are available for such purpose.

                                ARTICLE III
                       Representations and Warranties

          SECTION 3.1. Representations and Warranties of CNHCR. CNHCR
          hereby represents and warrants to Case Credit as of the date
          hereof and as of the Closing Date:



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          (a) Organization and Good Standing. CNHCR has been duly organized
          and is validly existing as a corporation in good standing under
          the laws of the State of Delaware, with the power and authority
          to own its properties and to conduct its business as such
          properties are currently owned and such business is presently
          conducted, and had at all relevant times, and has, the power and
          authority to acquire, own and sell the Case Receivables.

          (b) Due Qualification. CNHCR is duly qualified to do business as
          a foreign corporation in good standing, and has obtained all
          necessary licenses and approvals, in all jurisdictions in which
          the ownership or lease of property or the conduct of its business
          shall require such qualifications.

          (c) Power and Authority. CNHCR has the power and authority to
          execute and deliver this Agreement and to carry out its terms;
          and the execution, delivery and performance of this Agreement
          have been duly authorized by CNHCR by all necessary corporate
          action.

          (d) Binding Obligation. This Agreement constitutes a legal, valid
          and binding obligation of CNHCR enforceable against CNHCR in
          accordance with its terms.

          (e) No Violation. The consummation of the transactions
          contemplated by this Agreement and the fulfillment of the terms
          hereof do not conflict with, result in any breach of any of the
          terms and provisions of, or constitute (with or without notice or
          lapse of time) a default under, the certificate of incorporation
          or by-laws of CNHCR, or any indenture, agreement or other
          instrument to which CNHCR is a party or by which it is bound; or
          result in the creation or imposition of any Lien upon any of its
          properties pursuant to the terms of any such indenture, agreement
          or other instrument (other than the Sale and Servicing Agreement
          and the Indenture); or violate any law or, to the best of CNHCR's
          knowledge, any order, rule or regulation applicable to CNHCR of
          any court or of any Federal or State regulatory body,
          administrative agency or other governmental instrumentality
          having jurisdiction over CNHCR or its properties.

          (f) No Proceedings. There are no proceedings or investigations
          pending or, to CNHCR's best knowledge, threatened, before any
          court, regulatory body, administrative agency or other
          governmental instrumentality having jurisdiction over CNHCR or
          its properties: (i) asserting the invalidity of this Agreement,
          (ii) seeking to prevent the consummation of any of the
          transactions contemplated by this Agreement or (iii) seeking any
          determination or ruling that could reasonably be expected to
          materially and adversely affect the performance by CNHCR of its
          obligations under, or the validity or enforceability of, this
          Agreement.

          SECTION 3.2. Representations and Warranties of Case Credit. (a)
          Case Credit hereby represents and warrants to CNHCR as of the
          date hereof and as of the Closing Date:



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          (i) Organization and Good Standing. Case Credit has been duly
          organized and is validly existing as a corporation in good
          standing under the laws of the State of Delaware, with the power
          and authority to own its properties and to conduct its business
          as such properties are currently owned and such business is
          presently conducted, and had at all relevant times, and has, the
          power and authority to acquire, own and sell the Case
          Receivables.

          (ii) Due Qualification. Case Credit is duly qualified to do
          business as a foreign corporation in good standing, and has
          obtained all necessary licenses and approvals, in all
          jurisdictions in which the ownership or lease of property or the
          conduct of its business shall require such qualifications.

          (iii) Power and Authority. Case Credit has the power and
          authority to execute and deliver this Agreement and to carry out
          its terms; Case Credit has full power and authority to sell and
          assign the property to be sold and assigned to CNHCR hereby and
          has duly authorized such sale and assignment to CNHCR by all
          necessary corporate action; and the execution, delivery and
          performance of this Agreement have been, and the execution,
          delivery and performance of each Case Subsequent Transfer
          Assignment have been or will be on or before the related
          Subsequent Transfer Date, duly authorized by Case Credit by all
          necessary corporate action.

          (iv) Binding Obligation. This Agreement constitutes, and each
          Case Subsequent Transfer Assignment when executed and delivered
          by Case Credit will constitute, a legal, valid and binding
          obligation of Case Credit enforceable against Case Credit in
          accordance with their terms.

          (v) No Violation. The consummation of the transactions
          contemplated by this Agreement and the fulfillment of the terms
          hereof do not conflict with, result in any breach of any of the
          terms and provisions of, or constitute (with or without notice or
          lapse of time) a default under, the certificate of incorporation
          or by-laws of Case Credit, or any indenture, agreement or other
          instrument to which Case Credit is a party or by which it is
          bound; or result in the creation or imposition of any Lien upon
          any of its properties pursuant to the terms of any such
          indenture, agreement or other instrument (other than this
          Agreement); or violate any law or, to the best of Case Credit's
          knowledge, any order, rule or regulation applicable to Case
          Credit of any court or of any Federal or State regulatory body,
          administrative agency or other governmental instrumentality
          having jurisdiction over Case Credit or its properties.

          (vi) No Proceedings. There are no proceedings or investigations
          pending, or to Case Credit's best knowledge, threatened, before
          any court, regulatory body, administrative agency or other
          governmental instrumentality having jurisdiction over Case Credit
          or its properties: (A) asserting the invalidity of this
          Agreement, (B) seeking to prevent the consummation of any of the
          transactions contemplated by this Agreement, or (C) seeking any
          determination or ruling that could reasonably be expected to
          materially and adversely affect the performance by Case Credit of
          its obligations under, or the validity or enforceability of, this
          Agreement.



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          (b) Case Credit makes the following representations and
          warranties as to the Receivables on which CNHCR relies in
          accepting the Initial Receivables and the Subsequent Receivables
          and in transferring the Receivables to the Trust. Such
          representations and warranties speak as of the execution and
          delivery of this Agreement and as of the Closing Date, in the
          case of the Initial Receivables, and as of the applicable
          Subsequent Transfer Date, in the case of the Subsequent
          Receivables, but shall survive the sale, transfer and assignment
          of the Receivables to CNHCR and the subsequent assignment and
          transfer of such Receivables to the Trust pursuant to the Sale
          and Servicing Agreement and pursuant to the Indenture:

          (i) Characteristics of Case Receivables. Each Case Receivable:
          (A) (1) (i) was originated in the United States of America by a
          Dealer in connection with the retail sale or lease of Financed
          Equipment in the ordinary course of such Dealer's business, and
          (ii) was purchased by Case Credit from a Dealer and validly
          assigned by such Dealer to Case Credit in accordance with its
          terms, or (2) was originated in the United States of America by
          Case Credit in connection with the financing or lease of Financed
          Equipment in the ordinary course of Case Credit's business and,
          in either case, was fully and properly executed by the parties
          thereto, (B) has created a valid, subsisting and enforceable
          first priority security interest in the Financed Equipment in
          favor of Case Credit that, as of the Closing Date, has been
          assigned by Case Credit to CNHCR, by CNHCR to the Issuer and by
          the Issuer to the Indenture Trustee, except that (x) no security
          interest against the Obligor is created in True Lease Equipment,
          and (y) Case Credit makes no representation or warranty as to any
          such security interest granted by any Dealer to secure the
          Dealer's obligations to make payments in respect of Termination
          Values, (C) contains customary and enforceable provisions such
          that the rights and remedies of the holder thereof are adequate
          for realization against the collateral of the benefits of the
          security, and (D) (i) in the case of Retail Installment
          Contracts, provides for fixed payments on a periodic basis that
          fully amortize the Amount Financed by maturity and yield interest
          at the Annual Percentage Rate, and (ii) in the case of any
          Contracts sold, or to be sold, hereunder that are Leases,
          provides for fixed payments on a periodic basis that fully
          amortize the Amount Financed by maturity and yield interest at
          the Annual Percentage Rate, except that any Contracts sold, or to
          be sold, hereunder that are Leases also provide for payments of
          the related Termination Values.

          (ii) Schedule of Case Receivables. The information set forth on
          Schedule A to the Case Assignment delivered on the Closing Date
          is true and correct in all material respects as of the opening of
          business on the Initial Cutoff Date and the information set forth
          on Schedule A to the related Case Subsequent Transfer Assignment
          will be true and correct on each Subsequent Transfer Date related
          to such Case Subsequent Transfer Assignment and no selection
          procedures believed by Case Credit to be adverse to the interests
          of the Trust, the Noteholders or the Certificateholders were or
          will be utilized in selecting the Case Receivables. The computer
          tape regarding the Case Receivables made available to CNHCR and
          its assigns is true and correct in all respects.


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          (iii) Compliance with Law. Each Case Receivable and the sale or
          lease of the related Financed Equipment complied in all material
          respects at the time it was originated or made and at the
          execution of this Agreement and each Case Subsequent Transfer
          Assignment complies in all material respects with all
          requirements of applicable Federal, State and local laws and
          regulations thereunder, including usury law, the Federal
          Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair
          Credit Reporting Act, the Fair Debt Collection Practices Act, the
          Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the
          Federal Reserve Board's Regulations B and Z, the Wisconsin
          Consumer Act and State adaptations of the National Consumer Act
          and of the Uniform Consumer Credit Code, and other consumer
          credit laws and equal credit opportunity and disclosure laws.

          (iv) Binding Obligation. Each Case Receivable represents the
          genuine, legal, valid and binding payment obligation in writing
          of the Obligor, enforceable by the holder thereof in accordance
          with its terms.

          (v) No Government Obligor. None of the Case Receivables is due
          from the United States of America or any State or from any
          agency, department or instrumentality of the United States of
          America or any State.

          (vi) Security Interest in Financed Equipment. Immediately prior
          to the sale, assignment and transfer thereof, each Case
          Receivable shall be secured by a validly perfected first priority
          security interest in the Financed Equipment in favor of Case
          Credit as secured party or all necessary and appropriate actions
          have been commenced that would result in the valid perfection of
          a first priority security interest in the Financed Equipment in
          favor of Case Credit as secured party, except that (A) no
          security interest against the Obligor is created in True Lease
          Equipment and (B) Case Credit makes no representation or warranty
          as to any security interest granted by any Dealer to secure the
          Dealer's obligations to make payments in respect of Termination
          Values.

          (vii) Case Receivables in Force. No Case Receivable has been
          satisfied, subordinated or rescinded, nor has any Financed
          Equipment been released from the Lien granted by the related Case
          Receivable in whole or in part.

          (viii) No Amendment or Waiver. No provision of a Case Receivable
          has been waived, altered or modified in any respect, except
          pursuant to a document, instrument or writing included in the
          Receivable Files and no such amendment, waiver, alteration or
          modification causes such Case Receivable not to conform to the
          other warranties contained in this Section.



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          (ix) No Defenses. No right of rescission, setoff, counterclaim or
          defense has been asserted or threatened or exists with respect to
          any Case Receivable.

          (x) No Liens. To the best of Case Credit's knowledge, no Liens or
          claims, including claims for work, labor or materials, relating
          to any of the Financed Equipment have been filed that are Liens
          prior to, or equal or coordinate with, the security interest in
          the Financed Equipment granted by any Case Receivable, except
          those pursuant to the Basic Documents.

          (xi) No Default. No Case Receivable is a non-performing
          Receivable or has a payment that is more than 90 days overdue as
          of the Initial Cutoff Date or Subsequent Cutoff Date, as
          applicable, and, except for a payment default continuing for a
          period of not more than 90 days, no default, breach, violation or
          event permitting acceleration under the terms of any Case
          Receivable has occurred and is continuing; and no continuing
          condition that with notice or the lapse of time would constitute
          such a default, breach, violation or event permitting
          acceleration under the terms of any Case Receivable has arisen;
          and Case Credit has not waived and shall not waive any of the
          foregoing.

          (xii) Title. It is the intention of Case Credit that the
          transfers and assignments contemplated herein and in the Case
          Liquidity Receivables Purchase Agreement constitute a sale of the
          Case Receivables from Case Credit to CNHCR and that the
          beneficial interest in and title to the Case Receivables and any
          True Lease Equipment related to such Case Receivables not be part
          of the debtor's estate in the event of the filing of a bankruptcy
          petition by or against Case Credit under any bankruptcy or
          similar law. No Case Receivable has been sold, transferred,
          assigned or pledged by Case Credit to any Person other than
          CNHCR. Immediately prior to the transfers and assignments
          contemplated herein and in the Case Liquidity Receivables
          Purchase Agreement, Case Credit had good title to each Case
          Receivable and any True Lease Equipment related to such Case
          Receivable, free and clear of all Liens and, immediately upon the
          transfer thereof, CNHCR shall have good title to each Case
          Receivable and any True Lease Equipment, free and clear of all
          Liens; and the transfer and assignment of the Case Receivables to
          CNHCR has been perfected under the UCC.

          (xiii) Lawful Assignment. No Case Receivable has been originated
          in, or is subject to the laws of, any jurisdiction under which
          the sale, transfer and assignment of such Case Receivable or any
          Case Receivable under this Agreement, the Case Liquidity
          Receivables Purchase Agreement, the Sale and Servicing Agreement
          or the Indenture is unlawful, void or voidable.



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<PAGE>

          (xiv) All Filings Made. All filings (including UCC filings)
          necessary in any jurisdiction to give CNHCR a first priority
          perfected ownership interest in the Case Receivables have been
          made.

          (xv) One Original. There is only one original executed copy of
          each Case Receivable.

          (xvi) Maturity of Receivables. Each Receivable has a remaining
          term to maturity of not more than 72 months, in the case of the
          Initial Receivables, and 72 months, in the case of the Subsequent
          Receivables; the weighted average remaining term of the Initial
          Receivables is approximately 47.5 months as of the Initial Cutoff
          Date; the weighted average original term of the Receivables,
          including as of each Subsequent Transfer Date all Subsequent
          Receivables previously transferred to CNHCR, will not be greater
          than 55 months.

          (xvii) Scheduled Payments. No Receivable has a final scheduled
          payment date later than six months preceding the Final Scheduled
          Maturity Date; each Receivable provides for payments that fully
          amortize the Amount Financed over the original term of the
          Receivable, and is either a Precomputed Receivable or a Simple
          Interest Receivable.

          (xviii) Insurance. The Obligor on each Case Receivable is
          required to maintain physical damage insurance covering the
          Financed Equipment and, in the case of any Lease, public
          liability insurance relating to the use of such Financed
          Equipment, in each case in accordance with Case Credit's normal
          requirements.

          (xix) Concentrations. (A) No Receivable has a Statistical
          Contract Value (when combined with the Statistical Contract Value
          of any other Receivable with the same or an Affiliated Obligor)
          that exceeds 1% of the Initial Aggregate Statistical Contract
          Value.

          (xx) Financing. Approximately 58.25% of the aggregate Statistical
          Contract Value of the Initial Receivables, constituting 59.48% of
          the number of Initial Receivables as of the Initial Cutoff Date,
          were secured by or constitute Receivables of equipment that was
          new at the time the related Initial Receivable was originated;
          the remainder of the Initial Receivables represent financing or
          leases of used equipment; approximately 71.98% of the aggregate
          Statistical Contract Value of the Initial Receivables,
          constituting 74.55% of the number of Initial Receivables as of
          the Initial Cutoff Date, represent financing or leases of
          agricultural equipment; the remainder of the Initial Receivables
          represent financing or leases of construction equipment. The
          aggregate Statistical Contract Value of the Receivables for the
          purposes of the above calculations as of the Initial Cutoff Date
          is $674,351,153.55. Additionally, not more than 50% of the
          aggregate Contract Value of the Receivables, including, as of
          each Subsequent Transfer Date, all Subsequent Receivables
          previously transferred to CNHCR, will represent Contracts for the
          financing or lease of construction equipment. No Subsequent
          Receivable will represent the financing of truck equipment.



                                    11
<PAGE>

          (xxi) No Bankruptcies. No Obligor on any Case Receivable as of
          the Initial Cutoff Date or the Subsequent Cutoff Date, as
          applicable, was noted in the related Receivable File as being the
          subject of a bankruptcy proceeding.

          (xxii) No Repossessions. None of the Financed Equipment securing
          any Case Receivable is in repossession status.


          (xxiii) Chattel Paper. Each Case Receivable constitutes "chattel
          paper" as defined in the UCC of each State the law of which
          governs the perfection of the interest granted in it and/or the
          priority of such perfected interest.

          (xxiv) U.S. Obligors. None of the Case Receivables is denominated
          and payable in any currency other than United States Dollars or
          is due from any Person that does not have a mailing address in
          the United States of America.

          (xxv) Payment Frequency. As of the Initial Cutoff Date and as
          shown on the books of Case Credit: (A) Initial Receivables having
          an aggregate Statistical Contract Value equal to 47.55% of the
          Initial Aggregate Statistical Contract Value had annual scheduled
          payments, (B) Initial Receivables having an aggregate Statistical
          Contract Value equal to 3.15% of the Initial Aggregate
          Statistical Contract Value had semi-annual scheduled payments,
          (C) Initial Receivables having an aggregate Statistical Contract
          Value equal to 0.77% of the Initial Aggregate Statistical
          Contract Value had quarterly scheduled payments, (D) Initial
          Receivables having an aggregate Statistical Contract Value equal
          to 42.49% of the Initial Aggregate Statistical Contract Value had
          monthly scheduled payments, and (E) Initial Receivables having an
          aggregate Statistical Contract Value equal to 6.04% of the
          Initial Aggregate Statistical Contract Value had irregularly
          scheduled payments.

          (xxvi) Interest Accruing. Each Case Receivable, other than those
          Case Receivables consisting of Contracts that contain interest
          waivers for a specified period of time, is, as of the Closing
          Date or Subsequent Transfer Date, as applicable, accruing
          interest; no Case Receivable contains an interest waiver
          extending more than 12 months after the Initial Cutoff Date.

          (xxvii) Leases. Each Lease included in the Initial Case
          Receivables or the Subsequent Case Receivables has a Termination
          Value less than or equal to 10% of the purchase price of the
          equipment subject to such Lease and is a "lease intended as
          security" (rather than a true lease) within the meaning of
          Section 1-201(37) of the UCC.

          (xxviii) Case Credit's Representations. The representations and
          warranties of Case Credit contained in Section 3.2(a) are true
          and correct.



                                    12
<PAGE>

          (xxix) Case Credit's Obligations. Case Credit has no obligations
          under any Contract, other than the covenant of quiet enjoyment
          benefiting the Obligors under any Contracts that are Leases.

          (xxx) No Either/or Leases. No Lease included in the Initial Case
          Receivables or the Subsequent Case Receivables is a Either/or
          Lease, and no Financed Equipment transferred to CNHCR on the
          Closing Date or any Subsequent Transfer Date, as the case may be,
          constitutes True Lease Equipment.

          (xxxi) No Leases.  Notwithstanding anything to the contrary in the
          Basic Documents, none of the Initial Case Receivables or the
          Subsequent Case Receivables shall be Leases.

          (xxxii) Perfection Representations.  Case Credit further makes all
          the representations, warranties and covenants set forth in
          Schedule P.

                                ARTICLE IV
                                 Conditions

          SECTION 4.1. Conditions to Obligation of CNHCR.

          (a) Case Purchased Contracts. The obligation of CNHCR to purchase
          the Case Purchased Contracts is subject to the satisfaction of
          the following conditions:

          (i) Representations and Warranties True. The representations and
          warranties of Case Credit hereunder shall be true and correct on
          the Closing Date and Case Credit shall have performed all
          obligations to be performed by it hereunder on or prior to the
          Closing Date.

          (ii) Computer Files Marked. Case Credit shall, at its own
          expense, on or prior to the Closing Date, indicate in its
          computer files that Case Receivables created in connection with
          the Case Purchased Contracts have been sold to CNHCR pursuant to
          this Agreement and deliver to CNHCR the Schedule of Case
          Receivables certified by the Chairman, the President, a Vice
          President or the Treasurer of Case Credit to be true, correct and
          complete.

          (iii) Documents To Be Delivered by Case Credit on the Closing
          Date.

          (A) The Case Assignment. On the Closing Date (but only if the
          Contract Value of the Case Purchased Contracts is greater than
          zero), Case Credit will execute and deliver the Case Assignment,
          which shall be substantially in the form of Exhibit A.



                                    13
<PAGE>

          (B) Evidence of UCC Filing. On or prior to the Closing Date (but
          only if the Contract Value of the Case Purchased Contracts is
          greater than zero), Case Credit shall execute and file, at its
          own expense, a UCC financing statement in each jurisdiction in
          which such action is required by applicable law to fully perfect
          CNHCR's right, title and interest in the Case Purchased Contracts
          and the other property sold hereunder, executed by Case Credit,
          as seller or debtor, and naming CNHCR, as purchaser or secured
          party, describing the Case Purchased Contracts and the other
          property sold hereunder, meeting the requirements of the laws of
          each such jurisdiction and in such manner as is necessary to
          perfect the sale, transfer, assignment and conveyance of such
          Case Purchased Contracts and such other property to CNHCR. It is
          understood and agreed, however, that no filings will be made to
          perfect any security interest of CNHCR in Case Credit's interests
          in Financed Equipment. Case Credit shall deliver (or cause to be
          delivered) a file-stamped copy, or other evidence satisfactory to
          CNHCR of such filing, to CNHCR on or prior to the Closing Date.

          (C) Other Documents. Case Credit will deliver such other
          documents as CNHCR may reasonably request.

          (iv) Other Transactions. The transactions contemplated by the
          Sale and Servicing Agreement to be consummated on the Closing
          Date shall be consummated on such date.

          (b) Subsequent Case Receivables. The obligation of CNHCR to
          purchase any Subsequent Case Receivables is subject to the
          satisfaction of the following conditions on or prior to the
          related Subsequent Transfer Date:

          (i) Case Credit shall have delivered to CNHCR a duly executed
          written assignment in substantially the form of Exhibit B (the
          "Case Subsequent Transfer Assignment"), which shall include
          supplements to the Schedule of Case Receivables listing the
          Subsequent Case Receivables;

          (ii) Case Credit shall, to the extent required by Section 5.2 of
          the Sale and Servicing Agreement, have delivered to CNHCR for
          deposit in the Collection Account all collections in respect of
          the Subsequent Case Receivables;

          (iii) as of such Subsequent Transfer Date: (A) Case Credit was
          not insolvent and will not become insolvent as a result of the
          transfer of Subsequent Case Receivables on such Subsequent
          Transfer Date, (B) Case Credit did not intend to incur or believe
          that it would incur debts that would be beyond Case Credit's
          ability to pay as such debts matured, (C) such transfer was not
          made with actual intent to hinder, delay or defraud any Person
          and (D) the assets of Case Credit did not constitute unreasonably
          small capital to carry out its business as conducted;



                                    14
<PAGE>

          (iv) the applicable Spread Account Initial Deposit and Principal
          Supplement Account Deposit, if any, for such Subsequent Transfer
          Date shall have been made;

          (v) the Funding Period shall not have terminated;

          (vi) each of the representations and warranties made by Case
          Credit pursuant to Section 3.2(b) with respect to the Subsequent
          Case Receivables or the Subsequent Receivables shall be true and
          correct as of such Subsequent Transfer Date, and Case Credit
          shall have performed all obligations to be performed by it
          hereunder on or prior to such Subsequent Transfer Date;

          (vii) Case Credit shall, at its own expense, on or prior to such
          Subsequent Transfer Date, indicate in its computer files that the
          Subsequent Case Receivables identified in the related Case
          Subsequent Transfer Assignment have been sold to CNHCR pursuant
          to this Agreement and the Case Subsequent Transfer Assignment;

          (viii) Case Credit shall have taken any action required to give
          CNHCR a first priority perfected ownership interest in the
          Subsequent Case Receivables;

          (ix) no selection procedures believed by Case Credit to be
          adverse to the interests of CNHCR, the Trust, the Noteholders or
          the Certificateholders shall have been utilized in selecting the
          Subsequent Case Receivables;

          (x) the addition of the Subsequent Case Receivables will not
          result in a material adverse tax consequence to CNHCR, the Trust,
          the Noteholders or the Certificateholders;

          (xi) Case Credit shall have provided CNHCR a statement listing
          the aggregate Contract Value of such Subsequent Case Receivables
          and any other information reasonably requested by CNHCR with
          respect to such Subsequent Case Receivables;

          (xii) all the conditions to the transfer of the Subsequent Case
          Receivables to the Issuer specified in the Sale and Servicing
          Agreement shall have been satisfied; and

          (xiii) Case Credit shall have delivered to CNHCR an Officers'
          Certificate confirming the satisfaction of each condition
          precedent specified in this clause (b) (substantially in the form
          attached hereto as Annex A to the Case Subsequent Transfer
          Assignment).

          SECTION 4.2. Conditions to Obligation of Case Credit. The
          obligation of Case Credit to sell the Case Purchased Contracts
          and the Subsequent Case Receivables to CNHCR is subject to the
          satisfaction of the following conditions:



                                    15
<PAGE>

          (a) Representations and Warranties True. The representations and
          warranties of CNHCR hereunder shall be true and correct on the
          Closing Date or the applicable Subsequent Transfer Date with the
          same effect as if then made, and CNHCR shall have performed all
          obligations to be performed by it hereunder on or prior to the
          Closing Date or such Subsequent Transfer Date.

          (b) Receivables Purchase Price. On the Closing Date or the
          applicable Subsequent Transfer Date, CNHCR shall have delivered
          to Case Credit the portion of the Initial Case Purchase Price or
          the Subsequent Case Purchase Price, as the case may be, payable
          on the Closing Date or such Subsequent Transfer Date pursuant to
          Section 2.5.

                                 ARTICLE V
                          Covenants of Case Credit

          Case Credit agrees with CNHCR as follows; provided, however, that
          to the extent that any provision of this Article conflicts with
          any provision of the Sale and Servicing Agreement, the Sale and
          Servicing Agreement shall govern:

          SECTION 5.1. Protection of Right, Title and Interest. (a)
          Filings. Case Credit shall cause all financing statements and
          continuation statements and any other necessary documents
          covering the right, title and interest of CNHCR in and to the
          Case Receivables and the other property included in the Trust
          Estate to be promptly filed, and at all times to be kept
          recorded, registered and filed, all in such manner and in such
          places as may be required by law fully to preserve and protect
          the right, title and interest of CNHCR hereunder to the Case
          Receivables and the other property sold hereunder. It is
          understood and agreed, however, that no filings will be made to
          perfect any security interest of CNHCR in Case Credit's interests
          in Financed Equipment. Case Credit shall deliver (or cause to be
          delivered) to CNHCR file-stamped copies of, or filing receipts
          for, any document recorded, registered or filed as provided above
          as soon as available following such recordation, registration or
          filing. CNHCR shall cooperate fully with Case Credit in
          connection with the obligations set forth above and will execute
          any and all documents reasonably required to fulfill the intent
          of this paragraph.

          (b) Name Change. Within 15 days after Case Credit makes any
          change in its name, identity or corporate structure that would,
          could or might make any financing statement or continuation
          statement filed in accordance with paragraph (a) seriously
          misleading within the applicable provisions of the UCC or any
          title statute, Case Credit shall give CNHCR notice of any such
          change, and no later than five days after the effective date
          thereof, shall file such financing statements or amendments as
          may be necessary to continue the perfection of CNHCR's interest
          in the property included in the Trust Estate.



                                    16
<PAGE>

          (c) Location Change. Within 15 days after Case Credit makes any
          change to its "location" as defined in Section 9-307 of the UCC,
          Case Credit shall give CNHCR notice of any such change, and no
          later than five days after the effective date thereof, shall file
          such financing statements or amendments as may be necessary to
          continue the perfection of CNHCR's interest in the property
          included in the Trust Estate.

          SECTION 5.2. Other Liens or Interests. Except for the conveyances
          hereunder and pursuant to the Case Liquidity Receivables Purchase
          Agreement, the Sale and Servicing Agreement, the Indenture and
          the other Basic Documents, Case Credit: (a) will not sell,
          pledge, assign or transfer to any Person, or grant, create,
          incur, assume or suffer to exist any Lien on, any interest in, to
          and under the Case Receivables, and (b) shall defend the right,
          title and interest of CNHCR in, to and under the Case Receivables
          against all claims of third parties claiming through or under
          Case Credit; provided, however, that Case Credit's obligations
          under this Section shall terminate upon the termination of the
          Trust pursuant to the Trust Agreement.

          SECTION 5.3. Chief Executive Office. During the term of the Case
          Receivables, Case Credit will maintain its chief executive office
          and "location," as defined in the UCC, in one of the States.

          SECTION 5.4. Costs and Expenses. Case Credit agrees to pay all
          reasonable costs and disbursements in connection with the
          perfection, as against all third parties, of CNHCR's right, title
          and interest in, to and under the Case Receivables.

          SECTION 5.5. Indemnification. Case Credit shall indemnify, defend
          and hold harmless CNHCR for any liability as a result of the
          failure of a Case Receivable to be originated in compliance with
          all requirements of law and for any breach of any of its
          representations and warranties contained herein. These indemnity
          obligations shall be in addition to any obligation that Case
          Credit may otherwise have. Case Credit shall indemnify, defend
          and hold harmless CNHCR, the Issuer, the Trustee and the
          Indenture Trustee (and their respective officers, directors,
          employees and agents) from and against any taxes that may at any
          time be asserted against such Person with respect to the sale of
          the Case Receivables to CNHCR hereunder or the sale of the Case
          Receivables to the Issuer by CNHCR or the issuance and original
          sale of the Certificates and the Notes, including any sales,
          gross receipts, general corporation, tangible personal property,
          privilege or license taxes (but, in the case of CNHCR and the
          Issuer, not including any taxes asserted with respect to
          ownership of the Case Receivables on Federal or other income
          taxes arising out of the transactions contemplated by this
          Agreement) and costs and expenses in defending against the same.



                                    17
<PAGE>

          SECTION 5.6. Transfer of Subsequent Case Receivables. Case Credit
          covenants to transfer to CNHCR, pursuant to Section 2.2,
          Subsequent Case Receivables with an aggregate Contract Value
          approximately equal to $352,897,821.32 minus the aggregate
          Contract Value of any Receivables sold to CNHCR by NH Credit
          pursuant to Section 5.6 of the NH Purchase Agreement, subject
          only to the availability of such Subsequent Case Receivables.

                                ARTICLE VI
                          Miscellaneous Provisions

          SECTION 6.1. Obligations of Case Credit. The obligations of Case
          Credit under this Agreement shall not be affected by reason of
          any invalidity, illegality or irregularity of any Case
          Receivable.

          SECTION 6.2. Repurchase Events. Case Credit hereby covenants and
          agrees with CNHCR for the benefit of CNHCR, the Indenture
          Trustee, the Noteholders, the Trustee and the Certificateholders
          that the occurrence of a breach of any of Case Credit's
          representations and warranties contained in Section 3.2(b), shall
          constitute events obligating Case Credit to repurchase any Case
          Receivable and, with respect to a breach of any of Case Credit's
          representations and warranties contained in Sections 3.2(b)(xvi),
          (xvii), (xix), (xx), (xxv) and (xxvi), any NH Receivable
          materially and adversely affected by any such breach ("Repurchase
          Events") at the Purchase Amount from CNHCR or from the Trust.
          Except as set forth in Section 5.5, the repurchase obligation of
          Case Credit shall constitute the sole remedy of CNHCR, the
          Indenture Trustee, the Noteholders, the Trust, the Trustee or the
          Certificateholders against Case Credit with respect to any
          Repurchase Event.

          SECTION 6.3. CNHCR Assignment of Repurchased Receivables. With
          respect to all Receivables repurchased by Case Credit pursuant to
          this Agreement, CNHCR shall sell, transfer, assign, set over and
          otherwise convey to Case Credit, without recourse, representation
          or warranty, all of CNHCR's right, title and interest in, to and
          under such Receivables, and all security and documents relating
          thereto.

          SECTION 6.4. Trust. Case Credit acknowledges and agrees that: (a)
          CNHCR will, pursuant to the Sale and Servicing Agreement, sell
          the Case Receivables to the Trust and assign its rights under
          this Agreement to the Trust, (b) the Trust will, pursuant to the
          Indenture, assign such Case Receivables and such rights to the
          Indenture Trustee and (c) the representations, warranties and
          covenants contained in this Agreement and the rights of CNHCR
          under this Agreement, including under Section 6.2, are intended
          to benefit the Trust, the Certificateholders and the Noteholders.
          Case Credit hereby consents to all such sales and assignments and
          agrees that enforcement of a right or remedy hereunder by the
          Indenture Trustee shall have the same force and effect as if the
          right or remedy had been enforced or executed by CNHCR.



                                    18
<PAGE>

         SECTION 6.5. Amendment. This Agreement may be amended from time
         to time, with prior written notice to the Rating Agencies, by a
         written amendment duly executed and delivered by Case Credit and
         CNHCR, without the consent of the Noteholders or the
         Certificateholders, to cure any ambiguity, to correct or
         supplement any provisions in this Agreement or 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 such amendment will not in the Opinion of
         Counsel, materially and adversely affect the interest of any
         Noteholder or Certificateholder.

         This Agreement may also be amended from time to time by Case
         Credit and CNHCR, with prior written notice to the Rating
         Agencies, with the written consent of (x) Noteholders holding
         Notes evidencing at least a majority of the Note Balance and (y)
         the Holders of Certificates evidencing at least a majority of the
         Certificate Balance, 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 may: (i) increase or reduce in any manner the
         amount of, or accelerate or delay the timing of, collections of
         payments on Case Receivables or distributions that are required to
         be made for the benefit of the Noteholders or the
         Certificateholders or (ii) reduce the aforesaid percentage of the
         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.

         It shall not be necessary for the consent of Certificateholders or
         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.

         SECTION 6.6. Accountants' Letters. (a) A firm of independent
         certified public accountants will review the characteristics of
         the Receivables described in the Schedule of Receivables and will
         compare those characteristics to the information with respect to
         the Receivables contained in the Prospectus, (b) Case Credit will
         cooperate with CNHCR and such accounting firm in making available
         all information and taking all steps reasonably necessary to
         permit such accounting firm to complete the review set forth in
         clause (a) and to deliver the letters required of them under the
         Underwriting Agreement, (c) such accounting firm will deliver to
         CNHCR a letter, dated the date of the Prospectus, in the form
         previously agreed to by Case Credit, NH Credit and CNHCR, with
         respect to the financial and statistical information contained in
         the Prospectus and with respect to such other information as may
         be agreed in the form of the letter.



                                    19
<PAGE>

          SECTION 6.7. Waivers. No failure or delay on the part of CNHCR in
          exercising any power, right or remedy under this Agreement, the
          Case Assignment or any Case Subsequent Transfer Assignment shall
          operate as a waiver thereof, nor shall any single or partial
          exercise of any such power, right or remedy preclude any other or
          further exercise thereof or the exercise of any other power,
          right or remedy.

          SECTION 6.8. Notices. All demands, notices and communications
          under this Agreement shall be in writing, personally delivered or
          mailed by certified mail, return receipt requested, and shall be
          deemed to have been duly given upon receipt: (a) in the case of
          Case Credit, to Case Credit Corporation, 233 Lake Avenue, Racine,
          Wisconsin 53403, Attention: Treasurer (telephone (262) 636-6011);
          (b) in the case of CNHCR, to CNH Capital Receivables Inc., 100
          South Saunders Road, Lake Forest, Illinois 60045, Attention:
          Treasurer (telephone (847) 735-9200); (c) in the case of the
          Rating Agencies, at their respective addresses set forth in
          Section 10.3 of the Sale and Servicing Agreement; or, as to each
          of the foregoing, at such other address as shall be designated by
          written notice to the other parties.

          SECTION 6.9. Costs and Expenses. Case Credit will pay all
          expenses incident to the performance of its obligations under
          this Agreement and Case Credit agrees to pay all reasonable
          out-of-pocket costs and expenses of CNHCR, excluding fees and
          expenses of counsel, in connection with the perfection as against
          third parties of CNHCR's right, title and interest in, to and
          under the Case Receivables and the enforcement of any obligation
          of Case Credit hereunder.

          SECTION 6.10. Representations of Case Credit and CNHCR. The
          respective agreements, representations, warranties and other
          statements by Case Credit and CNHCR set forth in or made pursuant
          to this Agreement shall remain in full force and effect and will
          survive the closing under Section 2.4.

          SECTION 6.11. Confidential Information. CNHCR agrees that it will
          neither use nor disclose to any Person the names and addresses of
          the Obligors, except in connection with the enforcement of
          CNHCR's rights hereunder, under the Case Receivables, under the
          Sale and Servicing Agreement or the Indenture or any other Basic
          Document or as required by any of the foregoing or by law.

          SECTION 6.12. Headings and Cross-References. The various headings
          in this Agreement are included for convenience only and shall not
          affect the meaning or interpretation of any provision of this
          Agreement. References in this Agreement to Section names or
          numbers are to such Sections of this Agreement unless otherwise
          expressly indicated.



                                    20
<PAGE>

          SECTION 6.13. Governing Law. This Agreement, the Case Assignment,
          and each Case Subsequent Transfer Assignment 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 or thereunder shall
          be determined in accordance with such laws.

          SECTION 6.14. Counterparts. This Agreement may be executed in two
          or more counterparts and by different parties on separate
          counterparts, each of which shall be an original, but all of
          which together shall constitute but one and the same instrument.

          SECTION 6.15. 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.


                          (signature pages follow)

























                                    21
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
         Agreement to be executed by their respective officers duly
         authorized as of the date and year first above written.

                                      CNH CAPITAL RECEIVABLES INC.



                                      By:    /s/ Alberto Fornaro
                                             ------------------------------
                                      Name:  Alberto Fornaro
                                      Title: Vice President & Treasurer



                                           CASE CREDIT CORPORATION




                                      By:    /s/ Alberto Fornaro
                                             ------------------------------
                                      Name:  Alberto Fornaro
                                      Title: Vice President & Treasurer






















                                    S-1
<PAGE>



                                                                     EXHIBIT A
                                                    to Case Purchase Agreement

                                  FORM OF
                              CASE ASSIGNMENT

         For value received, in accordance with and subject to the Case
         Purchase Agreement dated as of March 1, 2002 (the "Case Purchase
         Agreement"), between the undersigned and CNH Capital Receivables
         Inc. ("CNHCR"), the undersigned does hereby sell, assign,
         transfer, set over and otherwise convey unto CNHCR, without
         recourse, all of its right, title, interest and, with respect to
         any Contracts that are Leases, obligations in, to and under: (a)
         the Case Purchased Contracts, which are listed on Schedule A
         hereto, 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, (b) the security interests in the Financed
         Equipment granted by Obligors pursuant to the Case Purchased
         Contracts and any other interest of the undersigned in such
         Financed Equipment, (c) any proceeds with respect to the Case
         Purchased Contracts from claims on insurance policies covering
         Financed Equipment or Obligors, (d) any proceeds from recourse to
         Dealers with respect to the Case Purchased Contracts other than
         any interest in the Dealers' reserve accounts maintained with Case
         Credit Corporation, (e) any Financed Equipment that shall have
         secured the Case Purchased Contracts and that shall have been
         acquired by or on behalf of CNHCR, (f) any True Lease Equipment
         that is subject to any Case Purchased Contract, and (g) the
         proceeds of any and all of the foregoing. The foregoing sale does
         not constitute and is not intended to result in any assumption by
         CNHCR of any obligation (other than the covenant of quiet
         enjoyment benefiting the Obligors under any Contracts that are
         Leases) of the undersigned to the Obligors, insurers or any other
         person in connection with the Case Purchased Contracts,
         Receivables Files, any insurance policies or any agreement or
         instrument relating to any of them.

         This Case Assignment is made pursuant to and upon the
         representations, warranties and agreements on the part of the
         undersigned contained in the Case Purchase Agreement and is to be
         governed in all respects by the Case Purchase Agreement.

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





                                     A-1
<PAGE>


         IN WITNESS WHEREOF, the undersigned has caused this Case
         Assignment to be duly executed as of March ___, 2002.

         CASE CREDIT CORPORATION





         By:  ___________________________________________________________
         Name:
           Title:































                                      A-2
<PAGE>




                                                                    EXHIBIT B
                                                   to Case Purchase Agreement

                                  FORM OF
                    CASE SUBSEQUENT TRANSFER ASSIGNMENT

         For value received, in accordance with and subject to the Case
         Purchase Agreement dated as of March 1, 2002 (the "Case Purchase
         Agreement"), between Case Credit Corporation, a Delaware
         corporation ("Case Credit"), and CNH Capital Receivables Inc., a
         Delaware corporation ("CNHCR"), Case Credit does hereby sell,
         transfer, assign, set over and otherwise convey to CNHCR, without
         recourse, all of its right, title, interest and, with respect to
         any Contracts that are Leases, obligations in, to and under: (a)
         the Subsequent Case Receivables, with an aggregate Contract Value
         equal to $[ ], listed on Schedule A hereto, including all
         documents constituting chattel paper included therewith, and all
         obligations of the Obligors thereunder, including all moneys paid
         thereunder on or after the Subsequent Cutoff Date, (b) the
         security interests in the Financed Equipment granted by Obligors
         pursuant to such Subsequent Case Receivables and any other
         interest of Case Credit in such Financed Equipment, (c) any
         proceeds with respect to such Subsequent Case Receivables from
         claims on insurance policies covering Financed Equipment or
         Obligors, (d) any proceeds from recourse to Dealers with respect
         to such Subsequent Case Receivables other than any interest in the
         Dealers' reserve accounts maintained with Case Credit, (e) any
         Financed Equipment that shall have secured any such Subsequent
         Case Receivables and that shall have been acquired by or on behalf
         of CNHCR, (f) any True Lease Equipment that is subject to any
         Subsequent Case Receivable, and (g) the proceeds of any and all of
         the foregoing. The foregoing sale does not constitute and is not
         intended to result in any assumption by CNHCR of any obligation
         (other than the covenant of quiet enjoyment benefiting the
         Obligors under any Contracts that are Leases) of Case Credit to
         the Obligors, insurers or any other person in connection with such
         Subsequent Case Receivables, Receivable Files, any insurance
         policies or any agreement or instrument relating to any of them.

         This Case Subsequent Transfer Assignment is made pursuant to and
         upon the representations, warranties and agreements on the part of
         Case Credit contained in the Case Purchase Agreement (including
         the Officers' Certificate of Case Credit accompanying this
         Agreement) and is to be governed in all respects by the Case
         Purchase Agreement.

         Capitalized terms used but not otherwise defined herein shall have
         the meanings assigned to them in the Case Purchase Agreement.







                                    B-1
<PAGE>


         IN WITNESS WHEREOF, the undersigned has caused this Case
         Subsequent Transfer Assignment to be duly executed as of the __
         day of __________, _____.

         CASE CREDIT CORPORATION



         By:  ____________________________________________________
         Name:
           Title:






























                                     B-2

<PAGE>




                                                                   SCHEDULE A
                                       to Case Subsequent Transfer Assignment

                  SCHEDULE OF SUBSEQUENT CASE RECEIVABLES


                            [See attached list]




















<PAGE>


                                                                       ANNEX A
                                        to Case Subsequent Transfer Assignment

                           OFFICERS' CERTIFICATE


         We, the undersigned officers of Case Credit Corporation (the
         "Company"), do hereby certify, pursuant to Section 4.1(b)(xiii) of
         the Case Purchase Agreement dated as of March 1, 2002, among the
         Company, and CNH Capital Receivables Inc. (the "Case Purchase
         Agreement"), that (i) all of the conditions precedent to the
         transfer to CNHCR of the Subsequent Case Receivables listed on
         Schedule A to the Case Subsequent Transfer Assignment delivered
         herewith, and the other property and rights related to such
         Subsequent Case Receivables as described in Section 2.2 of the
         Case Purchase Agreement, have been satisfied on or prior to the
         related Subsequent Transfer Date and (ii) each statement of fact
         set forth in any officers' certificate executed by an officer of
         the Company in connection with an Opinion of Counsel delivered on
         the Closing Date with respect to a transfer of, or a security
         interest in, the Case Receivables shall be true and correct as of
         the date hereof with respect to the Subsequent Case Receivables
         listed on the aforementioned Schedule A.

         Capitalized terms used but not defined herein shall have the
         meanings assigned to such terms in the Case Purchase Agreement.

         IN WITNESS WHEREOF, the undersigned have caused this certificate
         to be duly executed this ___ day of ___________, _____.




         By: ________________________________________________________________
         Name:_______________________________________________________________
         Title:______________________________________________________________



         By: ________________________________________________________________
         Name:_______________________________________________________________
         Title:______________________________________________________________

<PAGE>


                                                    Schedule P


          1. General. The Case Purchase Agreement creates, or with respect
          to Case Receivables that are Subsequent Receivables upon the
          transfer of such Subsequent Receivables pursuant to the
          Subsequent Transfer Assignment will create, a valid and
          continuing security interest (as defined in the UCC) in the Case
          Receivables in favor of CNHCR, which, (a) is enforceable upon
          execution of the Case Purchase Agreement against creditors of and
          purchasers from Case Credit, as such enforceability may be
          limited by applicable Debtor Relief Laws, now or hereafter in
          effect, and by general principles of equity (whether considered
          in a suit at law or in equity), and (b) upon filing of the
          financing statements described in clause 4 below will be prior to
          all other Liens (other than Liens permitted pursuant to clause 3
          below).

          2. General. The Case Receivables constitute "tangible chattel
          paper" within the meaning of UCC Section 9-102. Case Credit has
          taken all steps necessary to perfect its security interest
          against the Obligor in the Financed Equipment securing the Case
          Receivables.

          3. Creation. Immediately prior to the conveyance of the Case
          Receivables pursuant to the Case Purchase Agreement, Case Credit
          owns and has good and marketable title to, or has a valid
          security interest in, the Case Receivables free and clear of any
          Lien, claim or encumbrance of any Person.

          4. Perfection. Case Credit has caused or will have caused, within
          ten days of the Closing Date, the filing of all appropriate
          financing statements in the proper filing office in the
          appropriate jurisdictions under applicable law in order to
          perfect the security interest granted to CNHCR under the Case
          Purchase Agreement in the Case Receivables. With respect to the
          Case Receivables that constitute tangible chattel paper, Case
          Credit has in its possession the original copies of such tangible
          chattel paper that constitute or evidence the Case Receivables,
          and Case Credit has caused, or will have caused within ten days
          of the effective date of the Case Purchase Agreement, the filing
          of financing statements against Case Credit and such originator
          in favor of CNHCR in connection herewith describing such Case
          Receivables and containing a statement that: "A purchase of or
          security interest in any collateral described in this financing
          statement will violate the rights of CNHCR."

          5. Priority. Other than the security interests granted to CNHCR
          pursuant to the Case Purchase Agreement and the Case Liquidity
          Receivables Purchase Agreement, Case Credit has not pledged,
          assigned, sold, granted a security interest in, or otherwise
          conveyed any of the Case Receivables. Case Credit has not
          authorized the filing of and is not aware of any financing
          statements against Case Credit that include a description of
          collateral covering the Case Receivables other than any financing
          statement (i) relating to the security interests granted to CNHCR
          under the Case Purchase Agreement and the Case Liquidity
          Receivables Purchase Agreement (ii) that has been terminated, or
          (iii) that has been granted pursuant to the terms of the Basic
          Documents. None of the tangible chattel paper that constitutes or
          evidences the Case Receivables has any marks or notations
          indicating that they have pledged, assigned or otherwise conveyed
          to any Person other than Indenture Trustee.