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                           CNH EQUIPMENT TRUST 2002-A



                                    INDENTURE



                                     between



                           CNH EQUIPMENT TRUST 2002-A



                                       and



                      BANK ONE, NATIONAL ASSOCIATION,
                              as Indenture Trustee.



                            Dated as of March 1, 2002




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                                TABLE OF CONTENTS
                                                                           Page


ARTICLE I    Definitions and Incorporation by Reference........................2

     SECTION 1.1.      Definitions.............................................2

     SECTION 1.2.      Incorporation by Reference of Trust Indenture Act.......2

     SECTION 1.3.      Rules of Construction...................................2

ARTICLE II             The Notes...............................................3

     SECTION 2.1.      Form....................................................3

     SECTION 2.2.      Execution, Authentication and Delivery..................3

     SECTION 2.3.      Temporary Notes.........................................4

     SECTION 2.4.      Registration; Registration of Transfer and Exchange.....4

     SECTION 2.5.      Mutilated, Destroyed, Lost or Stolen Notes..............5

     SECTION 2.6.      Persons Deemed Owner....................................6

     SECTION 2.7.      Payment of Principal and Interest; Defaulted
                       Interest................................................6

     SECTION 2.8.      Cancellation............................................7

     SECTION 2.9.      Release of Collateral...................................8

     SECTION 2.10.     Book-Entry Notes........................................8

     SECTION 2.11.     Notices to Clearing Agency..............................8

     SECTION 2.12.     Definitive Notes........................................9

     SECTION 2.13.     Tax Treatment...........................................9

ARTICLE III  Covenants.........................................................9

     SECTION 3.1.      Payment of Principal and Interest.......................9

     SECTION 3.2.      Maintenance of Office or Agency.........................9

     SECTION 3.3.      Money for Payments To Be Held in Trust.................10

     SECTION 3.4.      Existence..............................................11

     SECTION 3.5.      Protection of the Trust Estate.........................12

     SECTION 3.6.      Opinions as to the Trust Estate........................12

     SECTION 3.7.      Performance of Obligations; Servicing of Receivables...12

     SECTION 3.8.      Negative Covenants.....................................14

     SECTION 3.9.      Annual Statement as to Compliance......................15

     SECTION 3.10.     Issuer May Consolidate, etc., Only on Certain Terms....15

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                               TABLE OF CONTENTS
                                  (continued)


     SECTION 3.11.     Successor or Transferee................................17

     SECTION 3.12.     No Other Business......................................17

     SECTION 3.13.     No Borrowing...........................................17

     SECTION 3.14.     Servicer's Obligations.................................17

     SECTION 3.15.     Guarantees, Loans, Advances and Other Liabilities......17

     SECTION 3.16.     Capital Expenditures...................................17

     SECTION 3.17.     Removal of Administrator...............................17

     SECTION 3.18.     Restricted Payments....................................17

     SECTION 3.19.     Notice of Events of Default............................18

     SECTION 3.20.     Further Instruments and Acts...........................18

ARTICLE IV             Satisfaction and Discharge.............................18

     SECTION 4.1.      Satisfaction and Discharge of Indenture................18

     SECTION 4.2.      Application of Trust Money.............................19

     SECTION 4.3.      Repayment of Moneys Held by Paying Agent...............19

ARTICLE V    Remedies.........................................................20

     SECTION 5.1.      Events of Default......................................20

     SECTION 5.2.      Acceleration of Maturity; Rescission and Annulment.....21

     SECTION 5.3.      Collection of Indebtedness and Suits for
                       Enforcement by Indenture Trustee.......................21

     SECTION 5.4.      Remedies; Priorities...................................23

     SECTION 5.5.      Optional Preservation of the Receivables...............25

     SECTION 5.6.      Limitation of Suits....................................25

     SECTION 5.7.      Unconditional Rights of Noteholders To Receive
                       Principal and Interest.................................26

     SECTION 5.8.      Restoration of Rights and Remedies.....................26

     SECTION 5.9.      Rights and Remedies Cumulative.........................26

     SECTION 5.10.     Delay or Omission Not a Waiver.........................27

     SECTION 5.11.     Control by Noteholders.................................27

     SECTION 5.12.     Waiver of Past Defaults................................27

     SECTION 5.13.     Undertaking for Costs..................................28

     SECTION 5.14.     Waiver of Stay or Extension Laws.......................28

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                               TABLE OF CONTENTS
                                  (continued)


     SECTION 5.15.     Action on Notes........................................28

     SECTION 5.16.     Performance and Enforcement of Certain Obligations.....28

ARTICLE VI     The Indenture Trustee..........................................29

     SECTION 6.1.      Duties of the Indenture Trustee........................29

     SECTION 6.2.      Right of Indenture Trustee.............................31

     SECTION 6.3.      Individual Rights of the Indenture Trustee.............31

     SECTION 6.4.      Indenture Trustee's Disclaimer.........................31

     SECTION 6.5.      Notice of Defaults.....................................32

     SECTION 6.6.      Reports by Indenture Trustee to the Holders............32

     SECTION 6.7.      Compensation and Indemnity.............................32

     SECTION 6.8.      Replacement of the Indenture Trustee...................32

     SECTION 6.9.      Successor Indenture Trustee by Merger..................33

     SECTION 6.10.     Appointment of Co-Trustee or Separate Trustee..........34

     SECTION 6.11.     Eligibility; Disqualification..........................35

     SECTION 6.12.     Preferential Collection of Claims Against the Issuer...36

     SECTION 6.13.     Representations and Warranties.........................36

ARTICLE VII    Noteholders' Lists and Reports.................................37

     SECTION 7.1.      Issuer To Furnish Indenture Trustee Names and
                       Addresses of Noteholders...............................37

     SECTION 7.2.      Preservation of Information; Communications to
                       Noteholders............................................37

     SECTION 7.3.      Reports by Issuer......................................37

ARTICLE VII    Accounts, Disbursements and Releases...........................38

     SECTION 8.1.      Collection of Money....................................38

     SECTION 8.2.      Trust Accounts.........................................38

     SECTION 8.3.      General Provisions Regarding Accounts..................40

     SECTION 8.4.      Release of Trust Estate................................41

     SECTION 8.5.      Opinion of Counsel.....................................41

ARTICLE IX     Supplemental Indentures........................................41

     SECTION 9.1.      Supplemental Indentures Without Consent of
                       Noteholders............................................41

     SECTION 9.2.      Supplemental Indentures With Consent of Noteholders....43

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                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page
     SECTION 9.3.      Execution of Supplemental Indentures...................44

     SECTION 9.4.      Effect of Supplemental Indenture.......................44

     SECTION 9.5.      Conformity with Trust Indenture Act....................44

     SECTION 9.6.      Reference in Notes to Supplemental Indentures..........44

ARTICLE X      Redemption of Notes............................................45

     SECTION 10.1.     Redemption.............................................45

     SECTION 10.2.     Form of Redemption Notice..............................45

     SECTION 10.3.     Notes Payable on Redemption Date.......................45

ARTICLE XI     Miscellaneous..................................................46

     SECTION 11.1.     Compliance Certificates and Opinions, etc..............46

     SECTION 11.2.     Form of Documents Delivered to Indenture Trustee.......47

     SECTION 11.3.     Acts of Noteholders....................................48

     SECTION 11.4.     Notices, etc., to the Indenture Trustee, Issuer and
                       Rating Agencies........................................49

     SECTION 11.5.     Notices to Noteholders; Waiver.........................49

     SECTION 11.6.     Alternate Payment and Notice Provisions................50

     SECTION 11.7.     Conflict with Trust Indenture Act......................50

     SECTION 11.8.     Effect of Headings and Table of Contents...............50

     SECTION 11.9.     Successors and Assigns.................................50

     SECTION 11.10.    Severability...........................................50

     SECTION 11.11.    Benefits of Indenture..................................50

     SECTION 11.12.    Legal Holidays.........................................50

     SECTION 11.13.    Governing Law..........................................51

     SECTION 11.14.    Counterparts...........................................51

     SECTION 11.15.    Recording of Indenture.................................51

     SECTION 11.16.    Trust Obligation.......................................51

     SECTION 11.17.    No Petition............................................51

     SECTION 11.18.    Inspection.............................................52

     SECTION 11.19.    Subordination..........................................52


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                                TABLE OF CONTENTS
                                   (continued)



EXHIBITS
EXHIBIT A-1 Form of A-1 Notes
EXHIBIT A-2 Form of A-2 Notes
EXHIBIT A-3 Form of A-3 Notes
EXHIBIT A-4 Form of A-4 Notes
EXHIBIT A-5 Form of Class B Notes
EXHIBIT A-6 Form of Class C Notes
EXHIBIT B   Form of Section 3.9 Officers' Certificates

Appendix A  Definitions




















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     INDENTURE dated as of March 1, 2002 between CNH EQUIPMENT TRUST 2002-A, a
Delaware business trust (the "Issuer"), and BANK ONE, NATIONAL ASSOCIATION, a
national banking association ("Bank One"), as trustee and not in its
individual capacity (the "Indenture Trustee").

     Each party agrees as follows for the benefit of the other party, for the
equal and ratable benefit of the Holders of the Issuer's 2.0825% Class A-1
Asset Backed Notes (each an "A-1 Note"), 3.1300% Class A-2 Asset Backed Notes
(each an "A-2 Note"), Floating Rate Class A-3 Asset Backed Notes (each an "A-3
Note"), Floating Rate Class A-4 Asset Backed Notes (each an "A-4 Note"),
Floating Rate Class B Asset Backed Notes (each a "Class B Note") and Floating
Rate Class C Asset Backed Notes (each a "Class C Note"; and together with the
A-1 Notes, the A-2 Notes, the A-3 Notes, the A-4 Notes and the Class B Notes,
the "Notes").

                                GRANTING CLAUSE


     The Issuer hereby Grants to Bank One at the Closing Date, as Indenture
Trustee for the benefit of the Holders of the Notes and the Counterparties,
all of the Issuer's right, title and interest in, to and under the following,
whether now existing or hereafter arising or acquired (collectively, the
"Collateral"):

               (a) the Receivables, including all documents constituting
          chattel paper included therewith, and all obligations of the
          Obligors thereunder, including all moneys paid thereunder on or
          after the Initial Cutoff Date or the applicable Subsequent Cutoff
          Date;

               (b) the security interests in the Financed Equipment granted by
          Obligors pursuant to the Receivables and any other interest of the
          Issuer in the Financed Equipment;

               (c) any proceeds with respect to the Receivables from claims on
          insurance policies covering Financed Equipment or Obligors;

               (d) the Liquidity Receivables Purchase Agreements (only with
          respect to Case Owned Contracts and NH Owned Contracts included in
          the Receivables) and the Purchase Agreements, including the right of
          the Issuer to cause Case Credit or NH Credit, as applicable, to
          repurchase Receivables from the Seller under the circumstances
          described therein;

               (e) any proceeds from recourse to Dealers with respect to the
          Receivables other than any interest in the Dealers' reserve accounts
          maintained with Case Credit or NH Credit;

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

               (g) all funds on deposit from time to time in the Trust
          Accounts, including the Spread Account Initial Deposit, any
          Principal Supplement Account Deposit, the Negative Carry Account
          Initial Deposit and the Pre-Funded Amount, and in all investments
          and proceeds thereof (including all income thereon);

               (h) the Sale and Servicing Agreement (including all rights of
          the Seller under the Liquidity Receivables Purchase Agreements and
          the Purchase Agreements assigned to the Issuer pursuant to the Sale
          and Servicing Agreement);

               (i) all rights of the Issuer under each Interest Rate Swap
          Agreement;

<PAGE>

               (j) all present and future claims, demands, causes and choses
          in action in respect of any or all of the foregoing and all payments
          on or under and all proceeds of every kind and nature whatsoever in
          respect of any or all of the foregoing, including all proceeds of
          the conversion, voluntary or involuntary, into cash or other liquid
          property, all cash proceeds, accounts, accounts receivable, notes,
          drafts, acceptances, chattel paper, checks, deposit accounts,
          insurance proceeds, condemnation awards, rights to payment of any
          and every kind and other forms of obligations and receivables,
          instruments and other property that at any time constitute all or
          part of or are included in the proceeds of any and all of the
          foregoing; and

               (k) any True Lease Equipment that is subject to any Receivable.

     The foregoing Grant is made in trust to secure (x) first, the payment of
principal of and interest on, and any other amounts owing in respect of, the
Class A Notes, equally and ratably without prejudice, priority or distinction,
(y) second, the payment of principal of and interest on, and any other amounts
owing in respect of, the Class B Notes, equally and ratably without prejudice,
priority or distinction, and (z) third, the payment of principal of and
interest on, and any other amounts owing in respect of, the Class C Notes,
equally and ratably without prejudice, priority or distinction and to secure
compliance with this Indenture.

     Bank One, as Indenture Trustee on behalf of the Noteholders, (1)
acknowledges such Grant, and (2) accepts the trusts under this Indenture in
accordance with this Indenture and agrees to perform its duties required in
this Indenture and the other Basic Documents to which it is a party in
accordance with their terms.

                                  ARTICLE I
                  Definitions and Incorporation by Reference


     SECTION 1.1. Definitions. Capitalized terms used but not otherwise
defined herein are defined in Appendix A hereto.

     SECTION 1.2. Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following terms, where
used in the TIA, shall have the following meanings for the purposes hereof:

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Notes.

     "indenture security holder" means a Noteholder.

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<PAGE>


     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Indenture
Trustee.

     "obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

     All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule have
the meaning assigned to them by such definitions.

     SECTION 1.3. Rules of Construction. Unless the context otherwise
requires: (i) a term has the meaning assigned to it; (ii) an accounting term
not otherwise defined has the meaning assigned to it in accordance with
generally accepted accounting principles as in effect on the date hereof;
(iii) "or" is not exclusive; (iv) "including" means "including, without
limitation"; and (v) words in the singular include the plural and words in the
plural include the singular.

                                  ARTICLE II
                                  The Notes


     SECTION 2.1. Form. The A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes, Class
B Notes and Class C Notes, together with the Indenture Trustee's certificate
of authentication, shall be in substantially the forms set forth in Exhibits
A-1, A-2, A-3, A-4, A-5 and A-6 respectively, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon, as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.

     The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without
steel engraved borders), all as determined by the officers executing such
Notes, as evidenced by their execution of such Notes.

     Each Note shall be dated the date of its authentication. The terms of the
Notes set forth in Exhibits A-1, A-2, A-3, A-4, A-5 and A-6 are part of the
terms of this Indenture.

     SECTION 2.2. Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

     Notes bearing the manual or facsimile signature of individuals who were
at the time of signature Authorized Officers of the Issuer shall bind the
Issuer, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Notes or
did not hold such offices at the date of such Notes.

                                      3
<PAGE>


     The Indenture Trustee shall upon Issuer Order authenticate and deliver
A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes, Class B Notes and Class C Notes
for original issue in an aggregate principal amount of $162,400,000,
$235,456,000, $356,019,000, $183,625,000, $30,000,000 and $32,500,000,
respectively. The Outstanding Amount of A-1 Notes, A-2 Notes, A-3 Notes, A-4
Notes, Class B Notes and Class C Notes at any time may not exceed such
respective amounts except as provided in Section 2.5.

     Each Note shall be dated the date of its authentication. The Notes shall
be issuable as registered Notes in the minimum denomination of $1,000 and in
greater whole-dollar denominations in excess thereof.

     No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose, unless there appears on such Note a certificate
of authentication substantially in the form provided for herein executed by
the Indenture Trustee by the manual signature of one of its authorized
signatories, and such certificate of authentication shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated
and delivered hereunder.

     SECTION 2.3. Temporary Notes. Pending the preparation of Definitive
Notes, the Issuer may execute, and upon receipt of an Issuer Order, the
Indenture Trustee shall authenticate and deliver, temporary Notes that are
printed, lithographed, typewritten, mimeographed or otherwise produced, of the
tenor of the Definitive Notes in lieu of which they are issued and with such
variations not inconsistent with this Indenture as the officers executing such
Notes may determine, as evidenced by their execution of such Notes.

     If temporary Notes are issued, the Issuer will cause Definitive Notes to
be prepared without unreasonable delay. After the preparation of Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.2, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer
shall execute and the Indenture Trustee shall authenticate and deliver in
exchange therefor a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as if they were
Definitive Notes.

     SECTION 2.4. Registration; Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes. The Indenture Trustee shall be the "Note Registrar" for the purpose of
registering Notes and transfers of Notes as herein provided. Upon any
resignation of any Note Registrar, the Issuer shall promptly appoint a
successor or, if it elects not to make such an appointment, assume the duties
of the Note Registrar.

     If a Person other than the Indenture Trustee is appointed by the Issuer
as the Note Registrar, the Issuer will give the Indenture Trustee prompt written
notice of the appointment of such Note Registrar and of the location, and any
change in the location, of the Note Register, and the Indenture Trustee shall
have the right to inspect the Note Register at all reasonable times, to obtain
copies thereof and to rely upon a certificate executed on behalf of the Note

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Registrar by an Executive Officer thereof as to the names and addresses of the
Holders of the Notes and the principal amounts and number of such Notes.

     Upon surrender for registration of transfer of any Note at the office or
agency of the Issuer to be maintained as provided in Section 3.2, if the
requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute,
the Indenture Trustee shall authenticate and the Noteholder shall obtain from
the Indenture Trustee, in the name of the designated transferee or
transferees, one or more new Notes in any authorized denominations of a like
aggregate principal amount.

     At the option of the Holder, Notes may be exchanged for other new Notes
of the same Class in any authorized denominations of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office
or agency. Whenever any Notes are so surrendered for exchange, if the
requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute,
the Indenture Trustee shall authenticate and the Noteholder shall obtain from
the Indenture Trustee, the Notes that the Noteholder making the exchange is
entitled to receive.

     All Notes issued upon any registration of transfer or exchange of Notes
shall be the valid obligations of the Issuer, evidencing the same debt and
entitled to the same benefits under this Indenture as the Notes surrendered
upon such registration of transfer or exchange.

     Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument
of transfer in form satisfactory to the Indenture Trustee duly executed by,
the Holder thereof or such Holder's attorney duly authorized in writing, with
such signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in the Securities Transfer Agent's Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Exchange Act.

     No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Notes, other
than exchanges pursuant to Section 2.3 or 9.6 not involving any transfer.

     SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes. If: (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Indenture Trustee such
security or indemnity as may be required by the Indenture Trustee and the
Issuer to hold the Indenture Trustee and the Issuer, respectively, harmless,
then, in the absence of notice to the Issuer, the Note Registrar or the
Indenture Trustee that such Note has been acquired by a bona fide purchaser,
and provided that the requirements of Section 8-405 of the UCC are met, the
Issuer shall execute, and upon its request the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of the same Class;

                                      5
<PAGE>

provided, however, that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall have become, or within seven days shall be, due and
payable, or shall have been called for redemption, instead of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when
so due or payable or upon the Redemption Date without surrender thereof. If,
after the delivery of such replacement Note (or payment of a destroyed, lost
or stolen Note pursuant to the proviso to the preceding sentence), a bona fide
purchaser of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuer and the Indenture
Trustee shall be entitled to recover such replacement Note (or such payment)
from the Person to whom it was delivered or any Person taking such replacement
Note from such Person to whom such replacement Note was delivered (or payment
made) or any assignee of such Person, except a bona fide purchaser, and shall
be entitled to recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the Issuer or the
Indenture Trustee in connection therewith.

     Upon the issuance of any replacement Note under this Section, the
Issuer may require the payment by the Holder of such Note of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other reasonable expenses (including the fees and expenses of
the Indenture Trustee) connected therewith.

     Every replacement Note issued pursuant to this Section in replacement of
any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.

     SECTION 2.6. Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and
any agent of the Issuer or the Indenture Trustee may treat the Person in whose
name any Note is registered (as of the day of determination) as the owner of
such Note for the purpose of receiving payments of principal of and interest,
if any, on such Note and for all other purposes whatsoever, whether or not
such Note be overdue, and neither the Issuer, the Indenture Trustee nor any
agent of the Issuer or the Indenture Trustee shall be affected by notice to
the contrary.

     SECTION 2.7. Payment of Principal and Interest; Defaulted Interest (a)
The A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes, Class B Notes and Class C
Notes shall accrue interest at the A-1 Note Rate, the A-2 Note Rate, the A-3
Note Rate, the A-4 Note Rate, the Class B Note Rate and the Class C Note Rate,
respectively, and such interest shall be payable on each Payment Date, subject
to Section 3.1. Any installment of interest or principal, if any, payable on
any Note that is punctually paid or duly provided for by the Issuer on the
applicable Payment Date shall be paid to the Person in whose name such Note
(or one or more Predecessor Notes) is registered on the Record Date by check
mailed first-class, postage prepaid, to such Person's address as it appears on
the Note Register on such Record Date. However, unless Definitive Notes have
been issued, with respect to Notes registered on the Record Date in the name
of the nominee of the Clearing Agency (initially, such nominee to be Cede &
Co.), payment will be made by wire transfer in immediately available funds to
the account designated by such nominee. Notwithstanding the above, the final

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<PAGE>

installment of principal payable with respect to such Note (and except for the
Redemption Price for any Note called for redemption pursuant to Section
10.1(a)) shall be payable as provided in clause (b)(ii). The funds represented
by any such checks returned undelivered shall be held in accordance with
Section 3.3.

     (b) (i) The principal of each Note shall be payable in installments on
each Payment Date as provided in this Indenture, and except as provided below
each such installment shall be due and payable only to the extent that there
are funds available to make the payment in accordance with the Basic
Documents. Notwithstanding the foregoing: (A) the entire Outstanding Amount of
each Class of Notes shall be due and payable on the related Class Final
Scheduled Maturity Date, and (B) the entire Outstanding Amount of all Classes
of Notes shall be due and payable, ratably to all Noteholders, on any date on
which an Event of Default shall have occurred and be continuing if the
Indenture Trustee or the Holders of Notes representing not less than a
majority of the Outstanding Amount of the Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 5.2. All
principal payments on each Class of Notes shall be made pro rata to the
Noteholders of that Class.

          (ii) The Indenture Trustee shall notify the Person in whose name a
     Note is registered at the close of business on the Record Date preceding
     the Payment Date on which the Issuer expects that the final installment
     of principal of and interest on such Note will be paid. Such notice shall
     be mailed no later than five days prior to such final Payment Date and
     shall specify that such final installment will be payable only upon
     presentation and surrender of such Note and shall specify the place where
     such Note may be presented and surrendered for payment of such
     installment. Notices in connection with redemptions of Notes shall be
     mailed to Noteholders as provided in Section 10.2.

     (c) If the Issuer defaults in a payment of interest on the Notes, the
Issuer shall pay, in any lawful manner, defaulted interest (plus interest on
such defaulted interest to the extent lawful) at the applicable interest rate
from the Payment Date for which such payment is in default. The Issuer may pay
such defaulted interest to the Persons who are Noteholders on a subsequent
special record date, which date shall be at least five Business Days prior to
the special payment date. The Issuer shall fix or cause to be fixed any such
special record date and special payment date, and, at least 15 days before any
such special record date, shall mail to each Noteholder a notice that states
the special record date, the special payment date and the amount of defaulted
interest to be paid.

     SECTION 2.8. Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly canceled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder that the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly canceled by
the Indenture Trustee. No Notes shall be authenticated in lieu of or in
exchange for any Notes canceled as provided in this Section except as
expressly permitted by this Indenture. All canceled Notes may be held or
disposed of by the Indenture Trustee in accordance with its standard retention
or disposal policy as in effect at the time unless the Issuer shall direct by

                                      7
<PAGE>

an Issuer Order that they be returned to it; provided, that such Issuer Order
is timely and the Notes have not been previously disposed of by the Indenture
Trustee.

     SECTION 2.9. Release of Collateral. Subject to Section 11.1 and the Basic
Documents, the Indenture Trustee shall release property from the Lien of this
Indenture only upon receipt of an Issuer Request accompanied by an Officers'
Certificate, an Opinion of Counsel and Independent Certificates in accordance
with TIA ss.ss.314(c) and 314(d)(l), or an Opinion of Counsel in lieu of such
Independent Certificates to the effect that the TIA does not require any such
Independent Certificates.

     SECTION 2.10. Book-Entry Notes. The Notes, upon original issuance, will
be issued in the form of typewritten Notes representing the Book-Entry Notes,
to be delivered to The Depository Trust Company (the initial Clearing Agency),
or its custodian, by, or on behalf of, the Issuer. Such Notes shall initially
be registered on the Note Register in the name of Cede & Co., the nominee of
the initial Clearing Agency, and no Note Owner of such Note will receive a
Definitive Note representing such Note Owner's interest in such Note, except
as provided in Section 2.12. Unless and until definitive, fully registered
Notes (the "Definitive Notes") representing Notes have been issued to Note
Owners:

          (i) this Section shall be in full force and effect;

          (ii) the Note Registrar and the Indenture Trustee may deal with the
     Clearing Agency for all purposes (including the payment of principal of
     and interest on the Notes) as the authorized representative of the Note
     Owners;

          (iii) to the extent that this Section conflicts with any other
     provisions of this Indenture, this Section shall control;

          (iv) the rights of Note Owners shall be exercised only through the
     Clearing Agency and shall be limited to those established by law and
     agreements between such Note Owners and the Clearing Agency and/or the
     Clearing Agency Participants pursuant to the Note Depository Agreement.
     Unless and until Definitive Notes are issued, the Clearing Agency will
     make book-entry transfers among the Clearing Agency Participants and
     receive and transmit payments of principal of and interest on the Notes
     to such Clearing Agency Participants; and

          (v) whenever this Indenture requires or permits actions to be taken
     based upon instructions or directions of Holders of Notes evidencing a
     specified percentage of the Outstanding Amount of the Notes (or a Class
     of Notes), the Clearing Agency shall be deemed to represent such
     percentage only to the extent that it has received instructions to such
     effect from Note Owners and/or Clearing Agency Participants owning or
     representing, respectively, such required percentage of the beneficial
     interest in the Notes (or Class of Notes) and has delivered such
     instructions to the Indenture Trustee.

     SECTION 2.11. Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes have been issued to Note Owners, the Indenture Trustee
shall give all such notices and communications to the Clearing Agency.

                                      8
<PAGE>


     SECTION 2.12. Definitive Notes. If: (i) the Administrator advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the Notes, and
the Administrator is unable to locate a qualified successor, (ii) the
Administrator at its option advises the Indenture Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency or (iii)
after the occurrence of an Event of Default or a Servicer Default, Note Owners
representing beneficial interests aggregating at least a majority of the
Outstanding Amount of the Notes advise the Clearing Agency in writing that the
continuation of a book-entry system through the Clearing Agency is no longer
in the best interests of the Note Owners, then the Clearing Agency has
undertaken to notify all Note Owners and the Indenture Trustee of the
occurrence of any such event and of the availability of Definitive Notes to
Note Owners requesting the same. Upon surrender to the Indenture Trustee of
the typewritten Notes representing the Book-Entry Notes by the Clearing
Agency, accompanied by registration instructions, the Issuer shall execute,
and the Indenture Trustee shall authenticate, the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer,
the Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee shall recognize the Holders of the Definitive
Notes as Noteholders.

     SECTION 2.13. Tax Treatment. It is the intent of the Seller, the
Servicer, the Noteholders and the Note Owners that, for purposes of Federal
and State income tax and any other tax measured in whole or in part by income,
until the Certificates are held by other than the Seller, the Trust be
disregarded as an entity separate from the Seller and the Notes be treated as
debt of the Seller. At such time that the Certificates are held by more than
one Person, it is the intent of the Seller, the Servicer, the Noteholders and
the Note Owners that, for such tax purposes, the Trust be treated as a
partnership and the Notes be treated as debt of the Trust. Each Noteholder or
Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a
beneficial interest in a Note, agrees to treat, and to take no action
inconsistent with the treatment of, the Notes for such tax purposes as
provided in this Section 2.13.

                                 ARTICLE III
                                   Covenants


     SECTION 3.1. Payment of Principal and Interest. The Issuer will duly and
punctually pay the principal and interest, if any, on the Notes in accordance
with the terms of the Notes and this Indenture. Without limiting the
foregoing, subject to Section 8.2(c), the Issuer will cause to be distributed
all amounts on deposit in the Note Distribution Account on a Payment Date
deposited therein for the benefit of the Notes pursuant to the Sale and
Servicing Agreement to Holders of the Notes. Amounts properly withheld under
the Code or any applicable State law by any Person from a payment to any
Noteholder of interest and/or principal shall be considered as having been
paid by the Issuer to such Noteholder for all purposes of this Indenture.

     SECTION 3.2. Maintenance of Office or Agency. The Issuer will maintain in
the Borough of Manhattan, The City of New York, an office or agency where
Notes may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Issuer in respect of the Notes and this

                                      9
<PAGE>

Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. The Issuer will give
prompt written notice to the Indenture Trustee of the location, and of any
change in the location, of any such office or agency. If at any time the
Issuer shall fail to maintain any such office or agency or shall fail to
furnish the Indenture Trustee with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office, and
the Issuer hereby appoints the Indenture Trustee as its agent to receive all
such surrenders, notices and demands.

     SECTION 3.3. Money for Payments To Be Held in Trust. As provided in
Section 8.2(a) and (b), all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Collection
Account and the Note Distribution Account pursuant to Section 8.2(c) shall be
made on behalf of the Issuer by the Indenture Trustee or by another Paying
Agent, and no amounts so withdrawn from the Collection Account and the Note
Distribution Account for payments of Notes shall be paid over to the Issuer
except as provided in this Section.

     On or before each Payment Date and Redemption Date, the Issuer shall
deposit or cause to be deposited in the Note Distribution Account an aggregate
sum sufficient to pay the amounts then becoming due under the Notes, such sum
to be held in trust for the benefit of the Persons entitled thereto and
(unless the Paying Agent is the Indenture Trustee) shall promptly notify the
Indenture Trustee of its action or failure so to act.

     Any Paying Agent shall be appointed by Issuer Order with written notice
thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer
shall be a Person who would be eligible to be Indenture Trustee hereunder as
provided in Section 6.11. The Issuer shall not appoint any Paying Agent (other
than the Indenture Trustee) which is not, at the time of such appointment, a
depository institution or trust company, including the Indenture Trustee, that
(a) is incorporated under the laws of the United States of America or any
State thereof, (b) is subject to supervision and examination by federal or
state banking authorities and (c) has outstanding unsecured commercial paper
or other short-term unsecured debt obligations that are rated "A-1+" by
Standard & Poor's or "Prime-1" by Moody's (or its equivalent).

     The Issuer will cause each Paying Agent other than the Indenture Trustee
to execute and deliver to the Indenture Trustee an instrument in which such
Paying Agent shall agree with the Indenture Trustee (and if the Indenture
Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions
of this Section, that such Paying Agent will:

          (i) hold all sums held by it for the payment of amounts due with
     respect to the Notes in trust for the benefit of the Persons entitled
     thereto until such sums shall be paid to such Persons or otherwise
     disposed of as herein provided and pay such sums to such Persons as
     herein provided;

          (ii) give the Indenture Trustee notice of any default by the Issuer
     (or any other obligor upon the Notes) of which it has actual knowledge in
     the making of any payment required to be made with respect to the Notes;


                                      10
<PAGE>

          (iii) at any time during the continuance of any such default, upon
     the written request of the Indenture Trustee, forthwith pay to the
     Indenture Trustee all sums so held in trust by such Paying Agent;

          (iv) immediately resign as a Paying Agent and forthwith pay to the
     Indenture Trustee all sums held by it in trust for the payment of Notes
     if at any time it ceases to meet the standards required to be met by a
     Paying Agent; and

          (v) comply with all requirements of the Code and any applicable
     State law with respect to the withholding from any payments made by it on
     any Notes of any applicable withholding taxes imposed thereon and with
     respect to any applicable reporting requirements in connection therewith.

     The Issuer may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, by Issuer Order,
direct any Paying Agent to pay to the Indenture Trustee all sums held in trust
by such Paying Agent, such sums to be held by the Indenture Trustee upon the
same trusts as those upon which the sums were held by such Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

     Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two years
after such amount has become due and payable shall be discharged from such
trust and be paid to the Issuer on Issuer Request; and the Holder of such Note
shall thereafter, as an unsecured general creditor, look only to the Issuer
for payment thereof (but only to the extent of the amounts so paid to the
Issuer), and all liability of the Indenture Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided, however, that the
Indenture Trustee or such Paying Agent, before being required to make any such
repayment, shall at the expense and direction of the Issuer cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Issuer. The Indenture Trustee shall also adopt and employ, at the
expense of the Issuer, any other reasonable means of notification of such
repayment (including mailing notice of such repayment to Holders whose Notes
have been called but have not been surrendered for redemption or whose right
to or interest in moneys due and payable but not claimed is determinable from
the records of the Indenture Trustee or of any Paying Agent, at the last
address of record for each such Holder).

     SECTION 3.4. Existence. The Issuer will keep in full effect its
existence, rights and franchises as a business trust under the laws of the
jurisdiction of its organization and will obtain and preserve its
qualification to do business in each jurisdiction in which such qualification
is or shall be necessary to protect the validity and enforceability of this
Indenture, the Notes, the Collateral and each other instrument or agreement
included in the Trust Estate.

                                      11
<PAGE>

     SECTION 3.5. Protection of the Trust Estate. The Issuer will from time to
time execute and deliver all such supplements and amendments hereto and all
such financing statements, continuation statements, instruments of further
assurance and other instruments, and will take such other action necessary or
advisable to:

          (i) maintain or preserve the Lien and security interest (and the
     priority thereof) of this Indenture or carry out more effectively the
     purposes hereof;

          (ii) perfect, publish notice of or protect the validity of any Grant
     made or to be made by this Indenture;

          (iii) enforce any of the Collateral; or

          (iv) preserve and defend title to the Trust Estate and the rights of
     the Indenture Trustee and the Noteholders in such Trust Estate against
     the claims of all Persons.

     The Issuer hereby designates the Indenture Trustee as its agent and
attorney-in-fact to execute any financing statement, continuation statement,
instrument of further assurance or other instrument required to be executed to
accomplish the foregoing.

     SECTION 3.6. Opinions as to the Trust Estate. (a) On the Closing Date,
the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording and filing of this Indenture, any indentures
supplemental hereto and any other requisite documents, and with respect to the
execution and filing of any financing statements and continuation statements,
as are necessary to perfect and make effective the Lien and security interest
created by this Indenture and reciting the details of such action, or stating
that, in the opinion of such counsel, no such action is necessary to make such
Lien and security interest effective.

     (b) On or before April 30 in each calendar year commencing in the
calendar year 2003, the Issuer shall furnish to the Indenture Trustee an
Opinion of Counsel either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents, and with respect to the execution and filing of any
financing statements and continuation statements, as is necessary to maintain
the Lien and security interest of this Indenture and reciting the details of
such action, or stating that in the opinion of such counsel no such action is
necessary to maintain such Lien and security interest. Such Opinion of Counsel
shall also describe the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite
documents, and the execution and filing of any financing statements and
continuation statements, that will, in the opinion of such counsel, be
required to maintain the Lien and security interest of this Indenture until
April 30 in the following calendar year.

     SECTION 3.7. Performance of Obligations; Servicing of Receivables. (a)
The Issuer will not take any action and will use its best efforts not to
permit any action to be taken by others that would release any Person from any
material covenants or obligations under any instrument or agreement included
in the Trust Estate or that would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or
effectiveness of, any such instrument or agreement, except as expressly

                                      12
<PAGE>

provided in this Indenture, the Sale and Servicing Agreement or such other
instrument or agreement.

     (b) The Issuer may contract with other Persons to assist it in performing
its duties under this Indenture, and any performance of such duties by a
Person identified to the Indenture Trustee in an Officers' Certificate of the
Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer
has contracted with the Servicer and the Administrator to assist the Issuer in
performing its duties under this Indenture.

     (c) The Issuer will punctually perform and observe all of its obligations
and agreements contained in this Indenture, the other Basic Documents and in
the instruments and agreements included in the Trust Estate, including filing
or causing to be filed all UCC financing statements and continuation
statements required to be filed by this Indenture and the Sale and Servicing
Agreement in accordance with and within the time periods provided for herein
and therein. Except as otherwise expressly provided therein, the Issuer shall
not waive, amend, modify, supplement or terminate any Basic Document or any
provision thereof without the consent of the Indenture Trustee or the Holders
of at least a majority of the Outstanding Amount of the Notes.

     (d) If the Issuer shall have knowledge of the occurrence of a Servicer
Default, the Issuer shall promptly notify the Indenture Trustee and the Rating
Agencies thereof, and shall specify in such notice the action, if any, the
Issuer is taking with respect to such default. If a Servicer Default shall
arise from the failure of the Servicer to perform any of its duties or
obligations under the Sale and Servicing Agreement with respect to the
Receivables, the Issuer shall take all reasonable steps available to it to
remedy such failure.

     (e) As promptly as possible after the giving of notice of termination to
the Servicer of the Servicer's rights and powers pursuant to Section 8.1 of
the Sale and Servicing Agreement, the Issuer shall appoint a successor
servicer (the "Successor Servicer"), and such Successor Servicer shall accept
its appointment by a written assumption in a form acceptable to the Indenture
Trustee. In the event that a Successor Servicer has not been appointed and
accepted its appointment at the time when the previous Servicer ceases to act
as Servicer, the Indenture Trustee without further action shall automatically
be appointed the Successor Servicer. The Indenture Trustee may resign as the
Servicer by giving written notice of such resignation to the Issuer and in
such event will be released from such duties and obligations, such release not
to be effective until the date a Successor Servicer enters into a servicing
agreement with the Issuer as provided below. Upon delivery of any such notice
to the Issuer, the Issuer shall obtain a new servicer as the Successor
Servicer under the Sale and Servicing Agreement. Any Successor Servicer other
than the Indenture Trustee shall: (i) be an established financial institution
having a net worth of not less than $50,000,000 and whose regular business
includes the servicing of receivables and (ii) enter into a servicing
agreement with the Issuer having substantially the same provisions as the
provisions of the Sale and Servicing Agreement applicable to the Servicer. If
within 30 days after the delivery of the notice referred to above, the Issuer
shall not have obtained such a Successor Servicer, the Indenture Trustee may
appoint, or may petition a court of competent jurisdiction to appoint, a
Successor Servicer. In connection with any such appointment, the Indenture
Trustee may make such arrangements for the compensation of such Successor
Servicer as it and such Successor Servicer shall agree, subject to the
limitations set forth below and in the Sale and Servicing Agreement, and in
accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer
shall enter into an agreement with such Successor Servicer for the servicing
of the Receivables (such agreement to be in form and substance satisfactory to

                                      13
<PAGE>

the Indenture Trustee). If the Indenture Trustee shall succeed to the previous
Servicer's duties as servicer of the Receivables as provided herein, it shall
do so in its individual capacity and not in its capacity as Indenture Trustee
and, accordingly, the provisions of Article VI shall be inapplicable to the
Indenture Trustee in its duties as the Successor Servicer and the servicing of
the Receivables. In case the Indenture Trustee shall become the Successor
Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall
be entitled to act through or appoint as Servicer any one of its Affiliates;
provided, that it shall be fully liable for the actions and omissions of such
Affiliate in its capacity as Successor Servicer.

     (f) Upon any termination of the Servicer's rights and powers pursuant to
the Sale and Servicing Agreement, the Issuer shall promptly notify the
Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer
shall notify the Indenture Trustee of such appointment, specifying in such
notice the name and address of such Successor Servicer.

     (g) Without derogating from the absolute nature of the assignment Granted
to the Indenture Trustee under this Indenture or the rights of the Indenture
Trustee hereunder, the Issuer agrees that it will not, without the prior
written consent of the Indenture Trustee or the Holders of at least a majority
of the Outstanding Amount, amend, modify, waive, supplement, terminate or
surrender, or agree to any amendment, modification, supplement, termination,
waiver or surrender of, the terms of any Collateral (except to the extent
otherwise provided in the Sale and Servicing Agreement) or the Basic
Documents, or waive timely performance or observance by the Servicer or the
Seller under the Sale and Servicing Agreement or Case Credit and NH Credit, as
applicable, under the Purchase Agreements; provided, however, that no such
amendment shall: (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, distributions that are required to be made
for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of
the Notes that are required to consent to any such amendment, in either case
without the consent of the Holders of all the Outstanding Notes. If any such
amendment, modification, supplement or waiver shall be so consented to by the
Indenture Trustee or such Holders, the Issuer agrees, promptly following a
request by the Indenture Trustee to do so, to execute and deliver, in its own
name and at its own expense, such agreements, instruments, consents and other
documents as the Indenture Trustee may deem necessary or appropriate in the
circumstances.

     SECTION 3.8. Negative Covenants. So long as any Notes are Outstanding,
the Issuer shall not:

          (i) except as expressly permitted by this Indenture, the Purchase
     Agreements or the Sale and Servicing Agreement, sell, transfer, exchange
     or otherwise dispose of any of the properties or assets of the Issuer,
     including those included in the Trust Estate, unless directed to do so by
     the Indenture Trustee;

          (ii) claim any credit on, or make any deduction from the principal
     or interest payable in respect of, the Notes (other than amounts properly
     withheld from such payments under the Code or applicable State law) or
     assert any claim against any present or former Noteholder by reason of

                                      14
<PAGE>

     the payment of the taxes levied or assessed upon any part of the Trust
     Estate; or

          (iii) (A) permit the validity or effectiveness of this Indenture to
     be impaired, or permit the Lien of this Indenture to be amended,
     hypothecated, subordinated, terminated or discharged, or permit any
     Person to be released from any covenants or obligations with respect to
     the Notes under this Indenture except as may be expressly permitted
     hereby, (B) permit any Lien (other than the Lien of this Indenture) to be
     created on or extend to or otherwise arise upon or burden the Trust
     Estate or any part thereof or any interest therein or the proceeds
     thereof or (C) permit the Lien of this Indenture not to constitute a
     valid first priority (other than with respect to any tax lien, mechanics'
     lien or other lien not considered a Lien) security interest in the Trust
     Estate.

     SECTION 3.9. Annual Statement as to Compliance. The Issuer will deliver
to the Indenture Trustee, within 120 days after the end of each fiscal year of
the Issuer (commencing with the fiscal year 2002, an Officers' Certificate,
substantially in the form of Exhibit B, stating that:

          (i) a review of the activities of the Issuer during such year and of
     performance under this Indenture has been made under such Authorized
     Officers' supervision; and

          (ii) to the best of such Authorized Officers' knowledge, based on
     such review, the Issuer has complied with all conditions and covenants
     under this Indenture throughout such year or, if there has been a default
     in the compliance of any such condition or covenant, specifying each such
     default known to such Authorized Officers and the nature and status
     thereof.

     SECTION 3.10. Issuer May Consolidate, etc., Only on Certain Terms. (a)
The Issuer shall not consolidate or merge with or into any other Person,
unless:

          (i) the Person (if other than the Issuer) formed by or surviving
     such consolidation or merger shall be a Person organized and existing
     under the laws of the United States of America or any State and shall
     expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Indenture Trustee, in form satisfactory to the Indenture
     Trustee, the due and punctual payment of the principal of and interest on
     all Notes and the performance or observance of every agreement and
     covenant of this Indenture on the part of the Issuer to be performed or
     observed, all as provided herein;

          (ii) immediately after giving effect to such transaction, no Default
     or Event of Default shall have occurred and be continuing;

          (iii) the Rating Agency Condition shall have been satisfied with
     respect to such transaction;

          (iv) the Issuer shall have received an Opinion of Counsel (and shall
     have delivered copies thereof to the Indenture Trustee) to the effect
     that such transaction will not have any material adverse tax consequence
     to the Issuer, any Noteholder or any Certificateholder;

                                      15
<PAGE>


          (v) any action that is necessary to maintain the Lien and security
     interest created by this Indenture shall have been taken; and

          (vi) the Issuer shall have delivered to the Indenture Trustee an
     Officers' Certificate and an Opinion of Counsel each stating that such
     consolidation or merger and such supplemental indenture comply with this
     Article III and that all conditions precedent herein provided for
     relating to such transaction have been complied with (including any
     filing required by the Exchange Act).

     (b) The Issuer shall not convey or transfer any of its properties or
assets, including those included in the Trust Estate, to any Person, unless:

          (i) the Person that acquires by conveyance or transfer the
     properties and assets of the Issuer the conveyance or transfer of which
     is hereby restricted shall: (A) be a United States citizen or a Person
     organized and existing under the laws of the United States of America or
     any State, (B) expressly assumes, by an indenture supplemental hereto,
     executed and delivered to the Indenture Trustee, in form satisfactory to
     the Indenture Trustee, the due and punctual payment of the principal of
     and interest on all Notes and the performance or observance of every
     agreement and covenant of this Indenture on the part of the Issuer to be
     performed or observed, all as provided herein, (C) expressly agrees by
     means of such supplemental indenture that all right, title and interest
     so conveyed or transferred shall be subject and subordinate to the rights
     of Holders of the Notes, (D) unless otherwise provided in such
     supplemental indenture, expressly agrees to indemnify, defend and hold
     harmless the Issuer against and from any loss, liability or expense
     arising under or related to this Indenture and the Notes and (E)
     expressly agrees by means of such supplemental indenture that such Person
     (or if a group of Persons, then one specified Person) shall make all
     filings with the Commission (and any other appropriate Person) required
     by the Exchange Act in connection with the Notes;

          (ii) immediately after giving effect to such transaction, no Default
     or Event of Default shall have occurred and be continuing;

          (iii) the Rating Agency Condition shall have been satisfied with
     respect to such transaction;

          (iv) the Issuer shall have received an Opinion of Counsel (and shall
     have delivered copies thereof to the Indenture Trustee) to the effect
     that such transaction will not have any material adverse tax consequence
     to the Issuer, any Noteholder or any Certificateholder;

          (v) any action that is necessary to maintain the Lien and security
     interest created by this Indenture shall have been taken; and

          (vi) the Issuer shall have delivered to the Indenture Trustee an
     Officers' Certificate and an Opinion of Counsel each stating that such
     conveyance or transfer and such supplemental indenture comply with this
     Article and that all conditions precedent herein provided for relating to
     such transaction have been complied with (including any filing required
     by the Exchange Act).

                                      16
<PAGE>


     SECTION 3.11. Successor or Transferee. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.10(a), the Person formed by
or surviving such consolidation or merger (if other than the Issuer) shall
succeed to, and be substituted for, and may exercise every right and power of,
the Issuer under this Indenture with the same effect as if such Person had
been named as the Issuer herein.

     (b) Upon a conveyance or transfer of all the assets and properties of the
Issuer pursuant to Section 3.10(b), the Issuer will be released from every
covenant and agreement of this Indenture to be observed or performed on the
part of the Issuer with respect to the Notes immediately upon the delivery of
written notice to the Indenture Trustee stating that the Issuer is to be so
released.

     SECTION 3.12. No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing of the
Receivables in the manner contemplated by this Indenture and the Basic
Documents and activities incidental thereto.

     SECTION 3.13. No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes.

     SECTION 3.14. Servicer's Obligations. The Issuer shall cause the Servicer
to comply with Sections 4.8, 4.9, 4.10, 4.11 and 5.9 of the Sale and Servicing
Agreement.

     SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by the Sale and Servicing Agreement or this Indenture, the
Issuer shall not make any loan or advance or credit to, or guarantee (directly
or indirectly or by an instrument having the effect of assuring another's
payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any
stock, obligations, assets or securities of, or any other interest in, or make
any capital contribution to, any other Person.

     SECTION 3.16. Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

     SECTION 3.17. Removal of Administrator. So long as any Notes are
Outstanding, the Issuer shall not remove the Administrator without cause
unless the Rating Agency Condition shall have been satisfied in connection
with such removal.

     SECTION 3.18. Restricted Payments. The Issuer shall not, directly or
indirectly: (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Trustee or any owner of a beneficial interest in the Issuer or
otherwise with respect to any ownership or equity interest or security in or
of the Issuer or to the Servicer or the Administrator, (ii) redeem, purchase,
retire or otherwise acquire for value any such ownership or equity interest or
security or (iii) set aside or otherwise segregate any amounts for any such
purpose; provided, however, that the Issuer may make, or cause to be made,
distributions to the Servicer, the Trustee, the Certificateholders and the
Administrator as contemplated by, and to the extent funds are available for
such purpose under, the Sale and Servicing Agreement. The Issuer will not,

                                      17
<PAGE>

directly or indirectly, make payments to or distributions from the Collection
Account except in accordance with this Indenture and the Basic Documents.

     SECTION 3.19. Notice of Events of Default. The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event
of Default hereunder, each default on the part of the Servicer or the Seller
of its obligations under the Sale and Servicing Agreement, each default on the
part of Case Credit of its obligations under the Case Purchase Agreement and
each default on the part of NH Credit of its obligations under the NH Purchase
Agreement.

     SECTION 3.20. Further Instruments and Acts. Upon request of the Indenture
Trustee, the Issuer will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

     SECTION 3.21. Perfection Representation. The Issuer further makes all the
representations, warranties and covenants set forth in Schedule P.

                                  ARTICLE IV
                          Satisfaction and Discharge


     SECTION 4.1. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to:
(i) rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections 3.3,
3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities
of the Indenture Trustee hereunder (including the rights of the Indenture
Trustee under Section 6.7 and the obligations of the Indenture Trustee under
Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with
respect to the property so deposited with the Indenture Trustee payable to all
or any of them, and the Indenture Trustee, on demand of and at the expense of
the Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes, when:

          (A) either:

               (1) all Notes theretofore authenticated and delivered (other
          than: (i) Notes that have been destroyed, lost or stolen and that
          have been replaced or paid as provided in Section 2.5 and (ii) Notes
          for whose payment money has theretofore been deposited in trust or
          segregated and held in trust by the Issuer and thereafter repaid to
          the Issuer or discharged from such trust, as provided in Section
          3.3) have been delivered to the Indenture Trustee for cancellation;
          or

               (2) all Notes not theretofore delivered to the Indenture
          Trustee for cancellation:

                    (i) have become due and payable,

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<PAGE>


                    (ii) will become due and payable on the Final Scheduled
               Maturity Date within one year, or

                    (iii) are to be called for redemption within one year
               under arrangements satisfactory to the Indenture Trustee for
               the giving of notice of redemption by the Indenture Trustee in
               the name, and at the expense, of the Issuer,

          and the Issuer, in the case of clause (2)(i), (ii) or (iii), has
          irrevocably deposited or caused to be irrevocably deposited with the
          Indenture Trustee cash or direct obligations of or obligations
          guaranteed by the United States of America (which will mature prior
          to the date such amounts are payable), in trust for such purpose, in
          an amount sufficient to pay and discharge the entire indebtedness on
          such Notes not theretofore delivered to the Indenture Trustee for
          cancellation when due to the Final Scheduled Maturity Date or
          Redemption Date (if Notes shall have been called for redemption
          pursuant to Section 10.1(a)), as the case may be;

          (B) the Issuer has paid or caused to be paid all other sums payable
     hereunder by the Issuer; and

          (C) the Issuer has delivered to the Indenture Trustee an Officers'
     Certificate, an Opinion of Counsel and (if required by the TIA or the
     Indenture Trustee) an Independent Certificate from a firm of certified
     public accountants, each meeting the applicable requirements of Section
     11.1(a) and, subject to Section 11.2, each stating that all conditions
     precedent herein provided for relating to the satisfaction and discharge
     of this Indenture have been complied with.

     SECTION 4.2. Application of Trust Money. All moneys deposited with the
Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to
the payment, either directly or through any Paying Agent, as the Indenture
Trustee may determine, to the Holders of the particular Notes for the payment
or redemption of which such moneys have been deposited with the Indenture
Trustee, of all sums due and to become due thereon for principal and interest;
but such moneys need not be segregated from other funds except to the extent
required herein or in the Sale and Servicing Agreement or as required by law.

     SECTION 4.3. Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes,
all moneys then held by any Paying Agent other than the Indenture Trustee
under this Indenture with respect to such Notes shall, upon demand of the
Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.3, and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.


                                      19
<PAGE>

                                  ARTICLE V
                                   Remedies


     SECTION 5.1. Events of Default. "Event of Default", wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

          (i) default in the payment of any interest on any Note when the same
     becomes due and payable, and such default shall continue for a period of
     five days;

          (ii) default in the payment of the principal of any Note when the
     same becomes due and payable;

          (iii) default in the observance or performance of any covenant or
     agreement of the Issuer made in this Indenture (other than a covenant or
     agreement a default in the observance or performance of which is
     elsewhere in this Section specifically dealt with), or any representation
     or warranty of the Issuer made in this Indenture or in any certificate or
     other writing delivered pursuant hereto or in connection herewith proving
     to have been incorrect in any material respect as of the time when the
     same shall have been made, and such default shall continue or not be
     cured, or the circumstance or condition in respect of which such
     misrepresentation or warranty was incorrect shall not have been
     eliminated or otherwise cured, for a period of 30 days after there shall
     have been given, by registered or certified mail, to the Issuer by the
     Indenture Trustee or to the Issuer and the Indenture Trustee by the
     Holders of at least 25% of the Outstanding Amount of the Notes, a written
     notice specifying such default or incorrect representation or warranty
     and requiring it to be remedied and stating that such notice is a notice
     of Default hereunder;

          (iv) the filing of a decree or order for relief by a court having
     jurisdiction in the premises in respect of the Issuer or any substantial
     part of the Trust Estate in an involuntary case under any applicable
     Federal or State bankruptcy, insolvency or other similar law now or
     hereafter in effect, or appointing a receiver, liquidator, assignee,
     custodian, trustee, sequestrator or similar official of the Issuer or for
     any substantial part of the Trust Estate, or ordering the winding-up or
     liquidation of the Issuer's affairs, and such decree or order shall
     remain unstayed and in effect for a period of 60 consecutive days; or

          (v) the commencement by the Issuer of a voluntary case under any
     applicable Federal or State bankruptcy, insolvency or other similar law
     now or hereafter in effect, or the consent by the Issuer to the entry of
     an order for relief in an involuntary case under any such law, or the
     consent by the Issuer to the appointment or taking possession by a
     receiver, liquidator, assignee, custodian, trustee, sequestrator or
     similar official of the Issuer or for any substantial part of the Trust
     Estate, or the making by the Issuer of any general assignment for the
     benefit of creditors, or the failure by the Issuer generally to pay its
     debts as such debts become due, or the taking of action by the Issuer in
     furtherance of any of the foregoing.

                                      20
<PAGE>


     The Issuer shall deliver to the Indenture Trustee, within five days after
the Issuer or the Administrator obtains actual knowledge thereof, written
notice in the form of an Officers' Certificate of any event that, with the
giving of notice or the lapse of time or both, would become an Event of
Default under clause (iii), its status and what action the Issuer is taking or
proposes to take with respect thereto.

     SECTION 5.2. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default should occur and be continuing, then and in every such case
the Indenture Trustee or the Holders of Notes representing not less than a
majority of the Outstanding Amount may declare all the Notes to be immediately
due and payable, by a notice in writing to the Issuer (and to the Indenture
Trustee if given by Noteholders), and upon any such declaration the
Outstanding Amount, together with accrued and unpaid interest thereon through
the date of acceleration, shall become immediately due and payable.

     At any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article V provided,
the Holders of Notes representing not less than a majority of the Outstanding
Amount, by written notice to the Issuer and the Indenture Trustee, may rescind
and annul such declaration and its consequences if:

          (i) the Issuer has paid or deposited with the Indenture Trustee a
     sum sufficient to pay:

          (A) all payments of principal of and interest on all Notes and all
     other amounts that would then be due hereunder or upon such Notes if the
     Event of Default giving rise to such acceleration had not occurred; and

          (B) all sums paid or advanced by the Indenture Trustee hereunder and
     the reasonable compensation, expenses, disbursements and advances of the
     Indenture Trustee and its agents and counsel; and

          (ii) all Events of Default, other than the nonpayment of the
     principal of the Notes that has become due solely by such acceleration,
     have been cured or waived as provided in Section 5.12.

     No such rescission shall affect any subsequent default or impair any
right consequent thereto.

     SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if an Event of Default
described in Section 5.1(i) or (ii) occurs, the Issuer will, upon demand of
the Indenture Trustee, pay to it, for the benefit of the Holders of Notes, the
whole amount then due and payable on such Notes for principal and interest,
with interest upon the overdue principal at the applicable interest rate, and,
to the extent payment at such rate of interest shall be legally enforceable,
upon overdue installments of interest, at the applicable interest rate, and in
addition thereto such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and
counsel.

                                      21
<PAGE>

     (b) In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Indenture Trustee, in its own name and as trustee of an express
trust, may institute a Proceeding for the collection of the sums so due and
unpaid, and may prosecute such Proceeding to judgment or final decree, and may
enforce the same against the Issuer or other obligor upon such Notes and
collect in the manner provided by law out of the property of the Issuer or
other obligor upon such Notes, wherever situated, the moneys adjudged or
decreed to be payable.

     (c) In case an Event of Default occurs and is continuing, the Indenture
Trustee may, as more particularly provided in Section 5.4, in its discretion,
proceed to protect and enforce its rights and the rights of the Noteholders,
by such appropriate Proceedings as the Indenture Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy or
legal or equitable right vested in the Indenture Trustee by this Indenture or
by law.

     (d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest
in the Trust Estate, Proceedings under Title 11 of the United States Code or
any other applicable Federal or State bankruptcy, insolvency or other similar
law, or in case a receiver, assignee, trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or
Person, or in case of any other comparable judicial Proceedings relative to
the Issuer or other obligor upon the Notes, or to the creditors or property of
the Issuer or such other obligor, the Indenture Trustee, irrespective of
whether the principal of any Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Indenture Trustee shall have made any demand pursuant to this Section, shall
be entitled and empowered, by intervention in such proceedings or otherwise:

          (i) to file and prove a claim or claims for the whole amount of
     principal and interest owing and unpaid in respect of the Notes and to
     file such other papers or documents as may be necessary or advisable in
     order to have the claims of the Indenture Trustee (including any claim
     for reasonable compensation to the Indenture Trustee and each predecessor
     Indenture Trustee, and their respective agents, attorneys and counsel,
     and for reimbursement of all expenses and liabilities incurred, and all
     advances made, by the Indenture Trustee and each predecessor Indenture
     Trustee, except as a result of negligence or bad faith) and of the
     Noteholders allowed in such Proceedings;

          (ii) unless prohibited by applicable law or regulations, to vote on
     behalf of the Holders of the Notes in any election of a trustee, a
     standby trustee or any Person performing similar functions in any such
     Proceedings;

          (iii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute all amounts received
     with respect to the claims of the Noteholders and of the Indenture
     Trustee on their behalf; and

          (iv) to file such proofs of claim and other papers or documents as
     may be necessary or advisable in order to have the claims of the

                                      22
<PAGE>

     Indenture Trustee or the Holders of Notes allowed in any judicial
     Proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, assignee, custodian, sequestrator or
other similar official in any such Proceeding is hereby authorized by each of
such Noteholders to make payments to the Indenture Trustee, and, in the event
that the Indenture Trustee shall consent to the making of payments directly to
such Noteholders, to pay to the Indenture Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made,
by the Indenture Trustee and each predecessor Indenture Trustee except as a
result of negligence or bad faith.

     (e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar Person.

     (f) All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or Proceedings instituted by
the Indenture Trustee shall be brought in its own name and as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents and attorneys, shall
be for the ratable benefit of the Holders of the Notes.

     (g) In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Holders of the Notes, and it shall not be necessary
to make any Noteholder a party to any such Proceedings.

     SECTION 5.4. Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing, the Indenture Trustee may do one or more of the
following (subject to Section 5.5):

          (i) institute Proceedings in its own name and as trustee of an
     express trust for the collection of all amounts then payable on the Notes
     or under this Indenture with respect thereto, whether by declaration or
     otherwise, enforce any judgment obtained, and collect from the Issuer and
     any other obligor upon such Notes moneys adjudged due;

          (ii) institute Proceedings from time to time for the complete or
     partial foreclosure of this Indenture with respect to the Trust Estate;

          (iii) exercise any remedies of a secured party under the UCC and
     take any other appropriate action to protect and enforce the rights and
     remedies of the Indenture Trustee and the Holders of the Notes;

                                      23
<PAGE>


          (iv) sell the Trust Estate, or any portion thereof or rights or
     interest therein, at one or more public or private sales called and
     conducted in any manner permitted by law; and

          (v) make demand upon the Servicer, by written notice, that the
     Servicer deliver to the Indenture Trustee all Receivable Files;

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, other than an Event of
Default described in Section 5.1(i) or (ii), unless: (A) all the Noteholders
consent thereto, (B) the proceeds of such sale or liquidation distributable to
the Noteholders are sufficient to discharge in full all amounts then due and
unpaid upon such Notes for principal and interest or (C) the Indenture Trustee
determines that the Trust Estate will not continue to provide sufficient funds
for the payment of principal of and interest on the Notes as they would have
become due if the Notes had not been declared due and payable, and the Indenture
Trustee obtains the consent of Holders of 66-2/3% of the Outstanding Amount. In
determining such sufficiency or insufficiency with respect to clauses (B) and
(C), the Indenture Trustee may, but need not, obtain and rely upon an opinion of
an Independent investment banking or accounting firm of national reputation as
to the feasibility of such proposed action and as to the sufficiency of the
Trust Estate for such purpose.

     (b) If the Indenture Trustee collects any money or property pursuant to
this Article V, it shall pay out such money or property in the following
order:

          First: to pay the Servicer its accrued and unpaid Servicing Fee;
     provided that if Case Credit or an affiliate of Case Credit is the
     Servicer, the amounts described in this clause FIRST will be paid after
     any other application of funds due under paragraphs SECOND through NINTH;

          Second: to the Indenture Trustee for amounts due under Section 6.7;

          Third: to the Counterparties for due and unpaid Net Swap Payments
     (including interest on any overdue Net Swap Payments), if any, ratably,
     without preference or priority of any kind, according to the amount due
     under each Interest Rate Swap Agreement as Net Swap Payments (including
     interest on any overdue Net Swap Payments);

          Fourth: ratably, without preference or priority of any kind,
     according to the amounts due under clauses (x) and (y) of this paragraph
     FOURTH, to (x) the Class A Noteholders for amounts due and unpaid on the
     Class A Notes for interest, ratably, without preference or priority of
     any kind, according to the amounts due and payable on the Class A Notes
     for interest, and (y) the Counterparties to pay any Swap Termination
     Payments due to them under the Interest Rate Swap Agreements, ratably,
     without preference or priority of any kind, according to the amounts due
     as Swap Termination Payments under each Interest Rate Swap Agreement;
     provided, that if any money or property remains after making the payments
     required by the immediately preceding clause (x), such money or property
     shall used to pay any remaining Swap Termination Payments due and payable

                                      24
<PAGE>

     under the Interest Rate Swap Agreements before any such money or property
     shall be distributed pursuant to paragraphs FIFTH through TENTH of this
     Section 5.4(b);

          Fifth: to Class B Noteholders for amounts due and unpaid on the
     Class B Notes for interest, ratably, without preference or priority of
     any kind, according to the amounts due and payable on the Class B Notes
     for interest;

          Sixth: to Class C Noteholders for amounts due and unpaid on the
     Class C Notes for interest, ratably, without preference or priority of
     any kind, according to the amounts due and payable on the Class C Notes
     for interest;

          Seventh: to Class A Noteholders for amounts due and unpaid on the
     Class A Notes for principal, ratably, without preference or priority of
     any kind, according to the amounts due and payable on the Class A Notes
     for principal until such Notes are paid in full;

          Eighth: to Class B Noteholders for amounts due and unpaid on the
     Class B Notes for principal, ratably, without preference or priority of
     any kind, according to the amounts due and payable on the Class B Notes
     for principal until such Notes are paid in full;

          Ninth: to Class C Noteholders for amounts due and unpaid on the
     Class C Notes for principal, ratably, without preference or priority of
     any kind, according to the amounts due and payable on the Class C Notes
     for principal until such Notes are paid in full;

          Tenth: to the Issuer all remaining amounts.

     The Indenture Trustee may fix a special record date and special payment
date for any payment to Noteholders pursuant to this Section. At least 15 days
before such special record date, the Issuer shall mail to each Noteholder and
the Indenture Trustee a notice that states the special record date, the
special payment date and the amount to be paid.

     SECTION 5.5. Optional Preservation of the Receivables. If the Notes have
been declared to be due and payable under Section 5.2 following an Event of
Default, and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, but need not, elect to maintain
possession of the Trust Estate. It is the desire of the parties hereto and the
Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether or not to maintain
possession of the Trust Estate. In determining whether to maintain possession
of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to
the sufficiency of the Trust Estate for such purpose.

     SECTION 5.6. Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:


                                      25
<PAGE>

          (i) such Holder has previously given written notice to the Indenture
     Trustee of a continuing Event of Default;

          (ii) the Holder(s) of not less than 25% of the Outstanding Amount of
     the Notes have made written request to the Indenture Trustee to institute
     such Proceeding in respect of such Event of Default in its own name as
     Indenture Trustee hereunder;

          (iii) such Holder(s) have offered to the Indenture Trustee
     reasonable indemnity against the costs, expenses and liabilities to be
     incurred in complying with such request;

          (iv) the Indenture Trustee for 60 days after its receipt of such
     notice, request and offer of indemnity has failed to institute such
     Proceeding; and

          (v) no direction inconsistent with such written request has been
     given to the Indenture Trustee during such 60-day period by the Holders
     of a majority of the Outstanding Amount of the Notes;

it being understood and intended that no one or more Holder(s) of Notes shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holder(s) of Notes or to obtain or to seek to obtain priority or
preference over any other Holder(s) or to enforce any right under this
Indenture, except in the manner herein provided.

     In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Noteholders,
each representing less than a majority of the Outstanding Amount of the Notes,
the Indenture Trustee in its sole discretion may determine what action, if
any, shall be taken, notwithstanding any other provisions of this Indenture.

     SECTION 5.7. Unconditional Rights of Noteholders To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Note on or
after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder.

     SECTION 5.8. Restoration of Rights and Remedies. If the Indenture Trustee
or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned
for any reason or has been determined adversely to the Indenture Trustee or to
such Noteholder, then and in every such case the Issuer, the Indenture Trustee
and the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Indenture Trustee and the
Noteholders shall continue as though no such Proceeding had been instituted.

     SECTION 5.9. Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and

                                      26
<PAGE>

remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     SECTION 5.10. Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee or any Holder of Notes to exercise any right or remedy
accruing upon any Default or Event of Default shall impair any such right or
remedy or constitute a waiver of any such Default or Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law
to the Indenture Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee or by
the Noteholders, as the case may be.

     SECTION 5.11. Control by Noteholders. The Holders of not less than a
majority of the Outstanding Amount of the Notes shall have the right to direct
the time, method and place of conducting any Proceeding for any remedy
available to the Indenture Trustee with respect to the Notes or exercising any
trust or power conferred on the Indenture Trustee; provided, that:

          (i) such direction shall not be in conflict with any rule of law or
     with this Indenture;

          (ii) subject to the express terms of Section 5.4, any direction to
     the Indenture Trustee to sell or liquidate the Trust Estate shall be by
     all the Noteholders;

          (iii) if the conditions set forth in Section 5.5 have been satisfied
     and the Indenture Trustee elects to retain the Trust Estate pursuant to
     such Section, then any direction to the Indenture Trustee by Holders of
     Notes representing less than 100% of the Outstanding Amount of the Notes
     to sell or liquidate the Trust Estate shall be of no force and effect;
     and

          (iv) the Indenture Trustee may take any other action deemed proper
     by the Indenture Trustee that is not inconsistent with such direction;

provided, however, that, subject to Section 6.1, the Indenture Trustee need not
take any action that it determines might involve it in liability or might
materially adversely affect the rights of any Noteholder(s) not consenting to
such action.

     SECTION 5.12. Waiver of Past Defaults. Prior to the time a judgment or
decree for payment of money due has been obtained as described in Section 5.3,
the Holders of Notes of not less than a majority of the Outstanding Amount of
the Notes may waive any past Default or Event of Default and its consequences
except a Default: (a) in payment of principal of or interest on any of the
Notes or (b) in respect of a covenant or provision hereof that cannot be
modified or amended without the consent of the Holder of each Note. In the
case of any such waiver, the Issuer, the Indenture Trustee and the Holders of
the Notes shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereto.


                                      27
<PAGE>

     Upon any such waiver, such Default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereto.

     SECTION 5.13. Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Indenture Trustee for any action taken, suffered or
omitted by it as Indenture Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorney's
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to: (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholder(s) holding in the
aggregate more than 10% of the Outstanding Amount of the Notes or (c) any suit
instituted by any Noteholder for the enforcement of the payment of principal
of or interest on any Note on or after the respective due dates expressed in
such Note and in this Indenture (or, in the case of redemption, on or after
the Redemption Date).

     SECTION 5.14. Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that
it will not hinder, delay or impede the execution of any power herein granted
to the Indenture Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

     SECTION 5.15. Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the Lien of this Indenture nor any rights
or remedies of the Indenture Trustee or the Noteholders shall be impaired by
the recovery of any judgment by the Indenture Trustee against the Issuer or by
the levy of any execution under such judgment upon any portion of the Trust
Estate or upon any of the assets of the Issuer. Any money or property
collected by the Indenture Trustee shall be applied in accordance with Section
5.4(b).

     SECTION 5.16. Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so and at the
Administrator's expense, the Issuer shall take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and
observance by the Seller and the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with the Sale and Servicing
Agreement or to the Seller under or in connection with the Purchase Agreements
in accordance with the terms thereof, and to exercise any and all rights,
remedies, powers and privileges lawfully available to the Issuer under or in
connection with the Sale and Servicing Agreement (or the Seller under or in
connection with the Purchase Agreements) to the extent and in the manner
directed by the Indenture Trustee, including the transmission of notices of

                                      28
<PAGE>

default on the part of the Seller or the Servicer thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by the Seller or the Servicer of each of their obligations
under the Sale and Servicing Agreement or the Purchase Agreements.

     (b) If an Event of Default has occurred and is continuing, the Indenture
Trustee may, and at the direction (which direction shall be in writing) of the
Holders of not less than 66-2/3% of the Outstanding Amount of the Notes shall,
exercise all rights, remedies, powers, privileges and claims of the Issuer
against the Seller or the Servicer under or in connection with the Sale and
Servicing Agreement, including the right or power to take any action to compel
or secure performance or observance by the Seller or the Servicer of each of
their obligations to the Issuer thereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Sale and Servicing
Agreement, and any right of the Issuer to take such action shall be suspended.

     (c) If an Event of Default has occurred and is continuing, the Indenture
Trustee may, and at the direction (which direction shall be in writing) of the
Holders of not less than 66-2/3% of the Outstanding Amount of the Notes shall,
exercise all rights, remedies, powers, privileges and claims of the Seller
against Case Credit or NH Credit, as applicable, under or in connection with
the Purchase Agreements, including the right or power to take any action to
compel or secure performance or observance by Case Credit or NH Credit, as
applicable, of each of its obligations to the Seller thereunder and to give
any consent, request, notice, direction, approval, extension or waiver under
the Purchase Agreements, and any right of the Seller to take such action shall
be suspended.

                                  ARTICLE VI
                             The Indenture Trustee


     SECTION 6.1. Duties of the Indenture Trustee. (a) If an Event of Default
has occurred and is continuing, the Indenture Trustee shall exercise the
rights and powers vested in it by this Indenture and use the same degree of
care and skill in their exercise as a prudent person would exercise or use
under the circumstances in the conduct of such person's own affairs.

     (b) Except during the continuance of an Event of Default actually known
to a Responsible Officer:

          (i) the Indenture Trustee undertakes to perform such duties and only
     such duties as are specifically set forth in this Indenture and no
     implied covenants or obligations shall be read into this Indenture
     against the Indenture Trustee; and

          (ii) in the absence of bad faith on its part, the Indenture Trustee
     may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon certificates or
     opinions furnished to the Indenture Trustee and conforming to the
     requirements of this Indenture; provided, however, in the case of any
     such certificates or opinions that by any provision hereof are
     specifically required to be furnished to the Indenture Trustee, the
     Indenture Trustee shall examine the certificates and opinions to

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<PAGE>

     determine whether or not they conform to the requirements of this
     Indenture.

     (c) The Indenture Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own wilful
misconduct, except that:

          (i) this clause (c) does not limit the effect of clause (b) of this
     Section;

          (ii) the Indenture Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer unless it is proved
     that the Indenture Trustee was negligent in ascertaining the pertinent
     facts;

          (iii) the Indenture Trustee shall not be liable with respect to any
     action it takes or omits to take in good faith in accordance with a
     direction received by it pursuant to the Indenture;

          (iv) the Indenture Trustee shall not be charged with knowledge of an
     Event of Default or Servicer Default unless a Responsible Officer obtains
     actual knowledge of such event or the Indenture Trustee receives written
     notice of such event from the Seller, Servicer or Note Owners owning
     Notes aggregating not less than 10% of the Outstanding Amount of the
     Notes; and

          (v) the Indenture Trustee shall have no duty to monitor the
     performance of the Issuer, the Trustee, the Seller or the Servicer, nor
     shall it have any liability in connection with malfeasance or nonfeasance
     by the Issuer, the Trustee, the Seller or the Servicer. The Indenture
     Trustee shall have no liability in connection with compliance of the
     Issuer, the Trustee, the Seller or the Servicer with statutory or
     regulatory requirements related to the Receivables. The Indenture Trustee
     shall not make or be deemed to have made any representations or
     warranties with respect to the Receivables or the validity or sufficiency
     of any assignment of the Receivables to the Trust Estate or the Indenture
     Trustee.

     (d) Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to clauses (a), (b), (c) and (g).

     (e) The Indenture Trustee shall not be liable for interest on any money
received by it except as the Indenture Trustee may agree in writing with the
Issuer.

     (f) Money held in trust by the Indenture Trustee need not be segregated
from other funds except to the extent required by law, this Indenture or the
Sale and Servicing Agreement.

     (g) No provision of this Indenture shall require the Indenture Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds to believe that
repayments of such funds or adequate indemnity satisfactory to it against any
loss, liability or expense is not reasonably assured to it.

     (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to this Section and the TIA.

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<PAGE>


     SECTION 6.2. Rights of Indenture Trustee. (a) The Indenture Trustee may
conclusively rely and shall be fully protected in acting on any document
believed by it to be genuine and to have been signed or presented by the
proper Person. The Indenture Trustee need not investigate any fact or matter
stated in any such document.

     (b) Before the Indenture Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Indenture
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on the Officers' Certificate or Opinion of Counsel.

     (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, attorneys, a custodian or a nominee, and the Indenture Trustee shall
not be responsible for any misconduct or negligence on the part of, or for the
supervision of, any such agent, attorney, custodian or nominee appointed with
due care by it.

     (d) The Indenture Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within its
rights or powers; provided, however, that the Indenture Trustee's conduct does
not constitute wilful misconduct, negligence or bad faith.

     (e) The Indenture Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture
and the Notes shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.

     (f) The Indenture Trustee shall not be required to make any initial or
periodic examination of any files or records related to the Receivables for
the purpose of establishing the presence or absence of defects, the compliance
by the Issuer with its representations and warranties or for any other
purpose.

     (g) In the event that the Indenture Trustee is also acting as Paying
Agent or Note Registrar hereunder, the rights and protections afforded to the
Indenture Trustee pursuant to this Article VI shall also be afforded to the
Indenture Trustee in its capacity as such Paying Agent or Note Registrar.

     SECTION 6.3. Individual Rights of the Indenture Trustee. The Indenture
Trustee shall not, in its individual capacity, but may in a fiduciary
capacity, become the owner of Notes or otherwise extend credit to the Issuer.
The Indenture Trustee may otherwise deal with the Issuer or its Affiliates
with the same rights it would have if it were not the Indenture Trustee. Any
Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same
with like rights. However, the Indenture Trustee must comply with Sections
6.11 and 6.12.

     SECTION 6.4. Indenture Trustee's Disclaimer. The Indenture Trustee shall
not be responsible for, and makes no representation as to the validity or
adequacy of, this Indenture or the Notes; shall not be accountable for the
Issuer's use of the proceeds from the Notes; and shall not be responsible for
any statement of the Issuer in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Indenture
Trustee's certificate of authentication.


                                      31
<PAGE>

     SECTION 6.5. Notice of Defaults. If a Default occurs and is continuing
and is known to a Responsible Officer, the Indenture Trustee shall mail to
each Noteholder notice of the Default within 90 days after it occurs. Except
in the case of a Default in payment of principal of or interest on any Note
(including payments pursuant to the mandatory redemption provisions of such
Note), the Indenture Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Noteholders.

     SECTION 6.6. Reports by Indenture Trustee to the Holders. The Indenture
Trustee shall deliver to each Noteholder such information as may be required
to enable such Holder to prepare its Federal, State and other income tax
returns. Within 60 days after each December 31, the Indenture Trustee shall
mail to each Noteholder a brief report as of such December 31 that complies
with TIA ss. 313(a) (if required by said section).

     SECTION 6.7. Compensation and Indemnity. The Issuer shall, or shall cause
the Servicer to, pay to the Indenture Trustee from time to time reasonable
compensation for its services. The Indenture Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Issuer shall, or shall cause the Servicer to, reimburse the Indenture Trustee
for all reasonable out-of-pocket expenses incurred or made by it, including
costs of collection, in addition to the compensation for its services. Such
expenses shall include the reasonable compensation and expenses, disbursements
and advances of the Indenture Trustee's agents, counsel, accountants and
experts. The Issuer shall or shall cause the Servicer to indemnify the
Indenture Trustee and its officers, directors, employees and agents against
any and all loss, liability or expense (including attorneys' fees) incurred by
them in connection with the administration of this trust and the performance
of its duties hereunder. The Indenture Trustee shall notify the Issuer and the
Servicer promptly of any claim for which it may seek indemnity. Failure by the
Indenture Trustee to so notify the Issuer and the Servicer shall not relieve
the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or
shall cause the Servicer to, defend the claim and the Indenture Trustee may
have separate counsel and the Issuer shall, or shall cause the Servicer to,
pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer
need reimburse any expense or indemnify against any loss, liability or expense
incurred by the Indenture Trustee through the Indenture Trustee's own willful
misconduct, negligence or bad faith.

     The Issuer's payment obligations to the Indenture Trustee pursuant to
this Section shall survive the discharge of this Indenture. When the Indenture
Trustee incurs expenses after the occurrence of a Default specified in Section
5.1(iv) or (v), the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other
applicable Federal or State bankruptcy, insolvency or similar law.

     SECTION 6.8. Replacement of the Indenture Trustee. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.8. The Indenture
Trustee may resign at any time by so notifying the Issuer in writing. The
Holders of not less than a majority of the Outstanding Amount of the Notes may
remove the Indenture Trustee by so notifying the Indenture Trustee in writing
and may appoint a successor Indenture Trustee. The Issuer shall remove the
Indenture Trustee if:

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<PAGE>

          (i) the Indenture Trustee fails to comply with Section 6.11;

          (ii) the Indenture Trustee is adjudged a bankrupt or insolvent;

          (iii) a receiver or other public officer takes charge of the
     Indenture Trustee or its property; or

          (iv) the Indenture Trustee otherwise becomes incapable of acting.

         If the Indenture Trustee resigns or is removed or if a vacancy exists
in the office of Indenture Trustee for any reason (the Indenture Trustee in such
event being referred to herein as the retiring Indenture Trustee), the Issuer
shall promptly appoint a successor Indenture Trustee.

         A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Indenture Trustee shall become effective,
and the successor Indenture Trustee shall have all the rights, powers and duties
of the Indenture Trustee under this Indenture. The successor Indenture Trustee
shall mail a notice of its succession to Noteholders. The retiring Indenture
Trustee shall promptly transfer all property held by it as Indenture Trustee to
the successor Indenture Trustee.

     If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Holders of not less than a majority of
the Outstanding Amount of the Notes may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.

     If the Indenture Trustee fails to comply with Section 6.11, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Indenture Trustee and the appointment of a successor Indenture Trustee.

     Notwithstanding the replacement of the Indenture Trustee pursuant to this
Section, the Issuer's and the Administrator's obligations under Section 6.7
shall continue for the benefit of the retiring Indenture Trustee. The retiring
Indenture Trustee shall have no liability for any act or omission by any
successor Trustee.

     SECTION 6.9. Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee.
The Indenture Trustee shall provide the Rating Agencies and the Issuer prior
written notice of any such transaction; provided, that such corporation or
banking association shall be otherwise qualified and eligible under Section
6.11.

     In case at the time such successor(s) by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such
Notes so authenticated; and in case at that time any of the Notes shall not
have been authenticated, any successor to the Indenture Trustee may
authenticate such Notes either in the name of any predecessor trustee
hereunder or in the name of the successor to the Indenture Trustee; and in all

                                      33
<PAGE>

such cases such certificates of authentication shall have the full force and
effect to the same extent given to the certificate of authentication of the
Indenture Trustee anywhere in the Notes or in this Indenture.

     SECTION 6.10. Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions of this Indenture, at any time, for the
purpose of meeting any legal requirement of any jurisdiction in which any part
of the Trust Estate may at the time be located, the Indenture Trustee shall
have the power and may execute and deliver all instruments to appoint one or
more Person(s) to act as co-trustee(s), or separate trustee(s), of all or any
part of the Trust Estate, and to vest in such Person(s), in such capacity and
for the benefit of the Noteholders, such title to the Trust Estate, or any
part thereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Indenture Trustee may
consider necessary or desirable. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee
under Section 6.11 and no notice to Noteholders of the appointment of any
co-trustee or separate trustee shall be required under Section 6.8.

     (b) Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and
conditions:

          (i) all rights, powers, duties and obligations conferred or imposed
     upon the Indenture Trustee shall be conferred or imposed upon and
     exercised or performed by the Indenture Trustee and such separate trustee
     or co-trustee jointly (it being understood that such separate trustee or
     co-trustee is not authorized to act separately without the Indenture
     Trustee joining in such act), except to the extent that under any law of
     any jurisdiction in which any particular act(s) are to be performed, the
     Indenture Trustee shall be incompetent or unqualified to perform such
     act(s), in which event such rights, powers, duties and obligations
     (including the holding of title to the Trust Estate or any portion
     thereof in any such jurisdiction) shall be exercised and performed singly
     by such separate trustee or co-trustee, but solely at the direction of
     the Indenture Trustee;

          (ii) no trustee hereunder shall be personally liable by reason of
     any act or omission of any other trustee hereunder; and

          (iii) the Indenture Trustee may at any time accept the resignation
     of or remove, in its sole discretion, any separate trustee or co-trustee.

     (c) Any notice, request or other writing given to the Indenture Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article VI. Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment, either jointly with
the Indenture Trustee or separately, as may be provided therein, subject to
all the provisions of this Indenture, specifically including every provision
of this Indenture relating to the conduct of, affecting the liability of, or
affording protection to, the Indenture Trustee. Every such instrument shall be
filed with the Indenture Trustee.


                                      34
<PAGE>

     (d) Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or
in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Indenture Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.

     (e) The Indenture Trustee shall have no obligation to determine whether a
co-trustee or separate trustee is legally required in any jurisdiction in
which any part of the Trust Estate may be located.

     SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee shall
at all times satisfy the requirements of TIA ss. 310(a) and, upon Issuer
Order, Section 26(a)(1) of the Investment Company Act of 1940, as amended. The
Indenture Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition and it shall have a long term senior, unsecured debt rating of
"Baa3" or better by Moody's (or, if not rated by Moody's, a comparable rating
by another statistical rating agency). The Indenture Trustee shall comply with
TIA ss. 310(b), including the optional provision permitted by the second
sentence of TIA ss. 310(b)(9); provided, however, that there shall be excluded
from the operation of TIA ss. 310(b)(1) any indenture(s) under which other
securities of the Issuer are outstanding if the requirements for such
exclusion set forth in TIA ss. 310(b)(1) are met.

     If a default occurs under this Indenture, and the Indenture Trustee is
deemed to have a conflicting interest as a result of acting as trustee for
each of the Class A Notes, the Class B Notes and the Class C Notes, a
successor Indenture Trustee shall be appointed for one or more of such
Classes, so that there will be separate Indenture Trustees for the Class A
Notes, the Class B Notes and the Class C Notes. No such event shall alter the
voting rights of the Class A Noteholders, the Class B Noteholders or Class C
Noteholders under this Indenture or any other Basic Document. However, so long
as any amounts remain unpaid with respect to the Class A Notes, only the
Indenture Trustee for the Class A Noteholders will have the right to exercise
remedies under this Indenture (but subject to the express provisions of
Section 5.4 and to the right of the Class B Noteholders and the Class C
Noteholders to receive their share of any proceeds of enforcement, subject to
the subordination of the Class B Notes and the Class C Notes to the Class A
Notes as described herein). Upon repayment of the Class A Notes in full, all
rights to exercise remedies under the Indenture will transfer to the Indenture
Trustee for the Class B Notes. Thereafter, however, so long as any amounts
remain unpaid with respect to the Class B Notes, only the Indenture Trustee
for the Class B Noteholders will have the right to exercise remedies under
this Indenture (but subject to the express provisions of Section 5.4 and to
the right of the Class C Noteholders to receive their share of any proceeds of
enforcement, subject to the subordination of the Class C Noteholders to the
Class B Notes as described herein). Upon repayment of the Class B Notes in
full, all rights to exercise remedies under the Indenture will transfer to the
Indenture Trustee for the Class C Notes.

     In the case of the appointment hereunder of a successor Indenture Trustee
with respect to any Class of Notes, the Issuer, the retiring Indenture Trustee
and the successor Indenture Trustee with respect to such Class of Notes shall

                                      35
<PAGE>

execute and deliver an indenture supplemental hereto wherein the each
successor Indenture Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, the successor Indenture Trustee all the rights,
powers, trusts and duties of the retiring Indenture Trustee with respect to
the Notes of the Class to which the appointment of such successor Indenture
Trustee relates, (ii) if the retiring Indenture Trustee is not retiring with
respect to all Classes of Notes, shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Indenture Trustee with respect to the Notes of each
Class as to which the retiring Indenture Trustee is not retiring shall
continue to be vested in the retiring Indenture Trustee, and (iii) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Indenture Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Indenture Trustees co-trustees of
the same trust and that each such Indenture Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Indenture Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or
removal of the retiring Indenture Trustee shall become effective to the extent
provided therein.

     SECTION 6.12. Preferential Collection of Claims Against the Issuer. The
Indenture Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA ss. 311(a) to the extent indicated.

     SECTION 6.13. Representations and Warranties. The Indenture Trustee
hereby represents that:


     (a) the Indenture Trustee is duly organized and validly existing as a
national banking association in good standing under the laws of the United
States of America with power and authority to own its properties and to
conduct its business as such properties are currently owned and such business
is presently conducted;

     (b) the Indenture Trustee has the power and authority to execute and
deliver this Indenture and to carry out its terms; and the execution, delivery
and performance of this Indenture have been duly authorized by the Indenture
Trustee by all necessary corporate action;

     (c) the consummation of the transactions contemplated by this Indenture
and the fulfillment of the terms hereof do not conflict with, result in any
breach of any of the terms and provisions of, or constitute (with or without
notice or lapse of time) a default under the articles association or bylaws of
the Indenture Trustee or any material agreement or other instrument to which
the Indenture Trustee is a party or by which it is bound; and

     (d) to best of the Indenture Trustee's knowledge, there are no
proceedings or investigations pending or threatened before any court,
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Indenture Trustee or its properties: (i)
asserting the invalidity of this Indenture, (ii) seeking to prevent the
consummation of any of the transactions contemplated by this Indenture or
(iii) seeking any determination or ruling that might materially and adversely


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affect the performance by the Indenture Trustee of its obligations under, or
the validity or enforceability of, this Indenture.

                                 ARTICLE VII
                        Noteholders' Lists and Reports


     SECTION 7.1. Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuer will furnish or cause to be furnished to the Indenture
Trustee: (a) not more than five days after the earlier of: (i) each Record
Date and (ii) three months after the last Record Date, a list, in such form as
the Indenture Trustee may reasonably require, of the names and addresses of
the Holders of Notes as of such Record Date, and (b) at such other times as
the Indenture Trustee may request in writing, within 30 days after receipt by
the Issuer of any such request, a list of similar form and content as of a
date not more than 10 days prior to the time such list is furnished; provided,
however, that so long as the Indenture Trustee is the Note Registrar, no such
list shall be required to be furnished.

     SECTION 7.2. Preservation of Information; Communications to Noteholders.
(a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as
provided in Section 7.1 and the names and addresses of Holders of Notes
received by the Indenture Trustee in its capacity as Note Registrar. The
Indenture Trustee may destroy any list furnished to it as provided in Section
7.1 upon receipt of a new list so furnished.

     (b) Three or more Noteholders, or one or more Holder(s) of Notes
evidencing at least 25% of the Outstanding Amount of the Notes, may
communicate pursuant to TIA ss. 312(b) with other Noteholders with respect to
their rights under this Indenture or under the Notes.

     (c) The Issuer, the Indenture Trustee and the Note Registrar shall have
the protection of TIAss.312(c).

     SECTION 7.3. Reports by Issuer. (a) The Issuer shall:

               (i) file with the Indenture Trustee, within 15 days after the
          Issuer is required to file the same with the Commission, copies of
          the annual reports and of the information, documents and other
          reports (or copies of such portions of any of the foregoing as the
          Commission may from time to time by rules and regulations prescribe)
          that the Issuer may be required to file with the Commission pursuant
          to Section 13 or 15(d) of the Exchange Act;

               (ii) file with the Commission, in accordance with the rules and
          regulations prescribed from time to time by the Commission, such
          additional information, documents and reports with respect to
          compliance by the Issuer with the conditions and covenants of this
          Indenture (with a copy of any such filings being delivered promptly
          to the Indenture Trustee); and

               (iii) supply to the Indenture Trustee (and the Indenture
          Trustee shall transmit by mail to all Noteholders described in TIA
          ss. 313(c)) such summaries of any information, documents and reports

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<PAGE>

          required to be filed by the Issuer pursuant to clauses (i) and (ii)
          as may be required by the rules and regulations prescribed from time
          to time by the Commission.

     (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer
shall end on December 31 of each year.


                                 ARTICLE VIII
                     Accounts, Disbursements and Releases


     SECTION 8.1. Collection of Money. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this
Indenture. Except as otherwise expressly provided in this Indenture, if any
default occurs in the making of any payment or performance under any agreement
or instrument that is part of the Collateral and the Trust Estate, the
Indenture Trustee may take such action as may be appropriate to enforce such
payment or performance, including the institution and prosecution of
appropriate Proceedings. Any such action shall be without prejudice to any
right to claim a Default or Event of Default under this Indenture and any
right to proceed thereafter as provided in Article V.

     SECTION 8.2. Trust Accounts. (a) On or prior to the Closing Date, the
Issuer shall cause the Servicer to establish and maintain, in the name of the
Indenture Trustee, for the benefit of the Noteholders and the
Certificateholders, the Trust Accounts as provided in Section 5.1 of the Sale
and Servicing Agreement.

     (b) On or before each Payment Date, the Total Distribution Amount with
respect to the preceding Collection Period will be deposited in the Collection
Account as provided in Section 5.2 of the Sale and Servicing Agreement. On or
before each Payment Date, the Noteholders' Distributable Amount with respect
to the preceding Collection Period will be transferred to the Note
Distribution Account as provided in Sections 5.5 and 5.6 of the Sale and
Servicing Agreement.

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

          (i) to the Counterparties for due and unpaid Net Swap Payments
     (including interest on any overdue Net Swap Payments), if any, ratably,
     without preference or priority of any kind, according to the amount due
     under each Interest Rate Swap Agreement as Net Swap Payments (including
     interest on any overdue Net Swap Payments);

          (ii) ratably, without preference or priority of any kind, according
     to the amounts due under clauses (x) and (y) of this Section 8.2(c)(ii),


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<PAGE>

     to (x) the Class A Noteholders, the Class Interest Amount for each Class
     of Class A Notes; provided, that if there are not sufficient funds in the
     Note Distribution Account to pay the entire amount of accrued and unpaid
     interest then due on such Notes, the amount in the Note Distribution
     Account shall be applied to the payment of such interest on such Notes
     pro rata on the basis of the total such interest due on such Notes, and
     (y) the Counterparties, any Class A Swap Termination Payments due to them
     under the Class A Swap Agreements, ratably, without preference or
     priority of any kind, according to the amounts due as Class A Swap
     Termination Payments under each Class A Swap Agreement; provided, that if
     any money or property remains after making the payments required by the
     immediately preceding clause (x), such money or property shall used to
     pay any remaining Class A Swap Termination Payments due and payable under
     the Class A Swap Agreements before any such money or property shall be
     distributed pursuant to Sections 8.2(c)(iii) through (x);

          (iii) ratably, without preference or priority of any kind, according
     to the amounts due under clauses (x) and (y) of this Section 8.2(c)(iii),
     to (x) the Class B Noteholders, the Class Interest Amount for the Class B
     Notes; provided, that if there are not sufficient funds in the Note
     Distribution Account to pay the entire amount of accrued and unpaid
     interest then due on such Notes, the amount in the Note Distribution
     Account shall be applied to the payment of such interest on such Notes
     pro rata on the basis of the total such interest due on such Notes, and
     (y) the applicable Counterparty, any Class B Swap Termination Payments
     due to it under the Class B Swap Agreement, ratably, without preference
     or priority of any kind, according to the amounts due as Class B Swap
     Termination Payments under the Class B Swap Agreement; provided, that if
     any money or property remains after making the payments required by the
     immediately preceding clause (x), such money or property shall used to
     pay any remaining Class B Swap Termination Payments due and payable under
     the Class B Swap Agreement before any such money or property shall be
     distributed pursuant to Sections 8.2(c)(iv) through (x);

          (iv) ratably, without preference or priority of any kind, according
     to the amounts due under clauses (x) and (y) of this Section 8.2(c)(iv),
     to (x) the Class C Noteholders, the Class Interest Amount for the Class C
     Notes; provided, that if there are not sufficient funds in the Note
     Distribution Account to pay the entire amount of accrued and unpaid
     interest then due on such Notes, the amount in the Note Distribution
     Account shall be applied to the payment of such interest on such Notes
     pro rata on the basis of the total such interest due on such Notes, and
     (y) the applicable Counterparty, any Class C Swap Termination Payments
     due to it under the Class C Swap Agreement, ratably, without preference
     or priority of any kind, according to the amounts due as Class C Swap
     Termination Payments under the Class C Swap Agreement; provided, that if
     any money or property remains after making the payments required by the
     immediately preceding clause (x), such money or property shall used to
     pay any remaining Class C Swap Termination Payments due and payable under
     the Class C Swap Agreement before any such money or property shall be
     distributed pursuant to Sections 8.2(c)(v) through (x);

          (v) to the Class A Noteholders, the Class Principal Distributable
     Amount for each Class of Class A Notes in the following priority: A-1
     Notes, A-2 Notes, A-3 Notes and A-4 Notes (provided that after an Event
     of Default and acceleration of the Notes (and, if any Notes remain
     outstanding, on and after the Final Scheduled Maturity Date), amounts

                                      39
<PAGE>

     available for distribution pursuant to this clause (v) shall be paid to
     all Holders of Class A Notes ratably according to the amounts due and
     payable on the Class A Notes for principal until paid in full);

          (vi) to the Class B Noteholders, the Class B Noteholders' Monthly
     Principal Distributable Amount;

          (vii) to the Class C Noteholders, the Class C Noteholder's Monthly
     Principal Distributable Amount;

          (viii) to the Class A Noteholders, the Reallocated Class C Principal
     Amount for each Class of Class A Notes in the following priority: A-1
     Notes, A-2 Notes, A-3 Notes and A-4 Notes until the Class A Notes are
     paid in full;

          (ix) to the Class B Noteholders, the Reallocated Class C Principal
     Amount until the Class B Notes are paid in full; and

          (x) thereafter, any excess shall be paid to the Issuer.

     (d) On the A-1 Note Final Scheduled Maturity Date, the Indenture Trustee
shall distribute to the Class A-1 Noteholders, from the amount available in
the Note Distribution Account, an amount equal to the sum of (i) the aggregate
accrued and unpaid interest on the Class A-1 Notes as of the A-1 Note Final
Scheduled Maturity Date, and (ii) the amount necessary to reduce the
outstanding principal amount of the Class A-1 Notes to zero.

     SECTION 8.3. General Provisions Regarding Accounts. (a) So long as no
Default or Event of Default shall have occurred and be continuing, all or a
portion of the funds in the Trust Accounts shall be invested in Eligible
Investments and reinvested by the Indenture Trustee upon Issuer Order, subject
to the provisions of Section 5.1(b) of the Sale and Servicing Agreement. All
income or other gain from investments of moneys deposited in the Trust
Accounts shall be deposited by the Indenture Trustee in the Collection
Account, and any loss or expenses resulting from such investments shall be
charged to such account. The Issuer will not direct the Indenture Trustee to
make any investment of any funds or to sell any investment held in any of the
Trust Accounts unless the security interest granted and perfected in such
account will continue to be perfected in such investment or the proceeds of
such sale, in either case without any further action by any Person, and, in
connection with any direction to the Indenture Trustee to make any such
investment or sale, if requested by the Indenture Trustee, the Issuer shall
deliver to the Indenture Trustee an Opinion of Counsel to such effect.

     (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way
be held liable for the selection of Eligible Investments or by reason of any
insufficiency in any of the Trust Accounts resulting from any loss on any
Eligible Investment included therein, except for losses attributable to the
Indenture Trustee's failure to make payments on such Eligible Investments
issued by the Indenture Trustee, in its commercial capacity as principal
obligor and not as trustee, in accordance with their terms.

     (c) If: (i) the Issuer shall have failed to give investment directions
for any funds on deposit in the Trust Accounts to the Indenture Trustee by

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<PAGE>

11:00 a.m. (New York City time) (or such other time as may be agreed by the
Issuer and the Indenture Trustee) on any Business Day; or (ii) a Default or
Event of Default shall have occurred and be continuing with respect to the
Notes but the Notes shall not have been declared due and payable pursuant to
Section 5.2, or, if such Notes shall have been declared due and payable
following an Event of Default, amounts collected or receivable from the Trust
Estate are being applied in accordance with Section 5.4(b) as if there had not
been such a declaration; then the Indenture Trustee shall, to the fullest
extent practicable, invest and reinvest funds in the Trust Accounts in the
Eligible Investments identified in clause (d) of the definition of Eligible
Investments.

     SECTION 8.4. Release of Trust Estate. (a) Subject to the payment of its
fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when
required by this Indenture shall, execute instruments to release property from
the Lien of this Indenture, or convey the Indenture Trustee's interest in the
same, in a manner and under circumstances that are not inconsistent with this
Indenture. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any moneys.

     (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.7
have been paid, release any remaining portion of the Trust Estate that secured
the Notes from the Lien of this Indenture and release to the Issuer or any
other Person entitled thereto any funds then on deposit in the Trust Accounts.
The Indenture Trustee shall release property from the Lien of this Indenture
pursuant to this paragraph only upon receipt of an Issuer Request accompanied
by an Officers' Certificate, an Opinion of Counsel and (if required by the
TIA) Independent Certificates in accordance with TIA ss.ss. 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.1.

     SECTION 8.5. Opinion of Counsel. The Indenture Trustee shall receive at
least seven days' notice when requested by the Issuer to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require, as a condition to such action,
an Opinion of Counsel stating the legal effect of any such action, outlining
the steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such action
will not materially and adversely impair the security for the Notes or the
rights of the Noteholders in contravention of this Indenture; provided,
however, that such Opinion of Counsel shall not be required to express an
opinion as to the fair value of the Trust Estate. Counsel rendering any such
opinion may rely, without independent investigation, on the accuracy and
validity of any certificate or other instrument delivered to the Indenture
Trustee in connection with any such action.

                                  ARTICLE IX
                            Supplemental Indentures


     SECTION 9.1. Supplemental Indentures Without Consent of Noteholders. (a)
Without the consent of the Holders of Notes but with prior written notice to
the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by
an Issuer Order, at any time and from time to time, may enter into one or more

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<PAGE>

indentures supplemental hereto (which shall conform to the Trust Indenture Act
as in force at the date of the execution thereof), in form satisfactory to the
Indenture Trustee, for any of the following purposes:

          (i) to correct or amplify the description of any property at any
     time subject to the Lien of this Indenture, or better to assure, convey
     and confirm unto the Indenture Trustee any property subject or required
     to be subjected to the Lien of this Indenture, or to subject to the Lien
     of this Indenture additional property;

          (ii) to evidence the succession, in compliance with the applicable
     provisions hereof, of another Person to the Issuer, and the assumption by
     any such successor of the covenants of the Issuer herein and in the
     Notes;

          (iii) to add to the covenants of the Issuer, for the benefit of the
     Holders of Notes, or to surrender any right or power herein conferred
     upon the Issuer;

          (iv) to convey, transfer, assign, mortgage or pledge any property to
     or with the Indenture Trustee;

          (v) to replace the Spread Account with another form of credit
     enhancement; provided, the Rating Agency Condition is satisfied;

          (vi) to cure any ambiguity, to correct or supplement any provision
     herein or in any supplemental indenture that may be inconsistent with any
     other provision herein or in any supplemental indenture or to make any
     other provisions with respect to matters or questions arising under this
     Indenture or in any supplemental indenture; provided, that such action
     shall not materially adversely affect the interests of the Holders of
     Notes;

          (vii) to evidence and provide for the acceptance of the appointment
     hereunder by a successor or additional trustee with respect to the Notes
     or any class thereof and to add to or change any of the provisions of
     this Indenture as shall be necessary to facilitate the administration of
     the trusts hereunder by more than one trustee, pursuant to the
     requirements of Article VI; or

          (viii) to modify, eliminate or add to the provisions of this
     Indenture to such extent as shall be necessary to effect the
     qualification of this Indenture under the TIA or under any similar
     Federal statute hereafter enacted and to add to this Indenture such other
     provisions as may be expressly required by the TIA.

     The Trustee is hereby authorized to join in the execution of any such
supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained.

     (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, may, without the consent of any of the Holders of Notes but with prior
written notice to the Rating Agencies, enter into an indenture or indentures
supplemental hereto to cure any ambiguity, to correct or supplement any
provisions in this Indenture or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders of Notes under this
Indenture; provided, however, that such action shall not, as evidenced by an

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<PAGE>

Opinion of Counsel, adversely affect in any material respect the interests of
any Noteholder.

     SECTION 9.2. Supplemental Indentures With Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
with prior written notice to the Rating Agencies and with the consent of the
Holders of Notes evidencing not less than a majority of the Outstanding Amount
of the Notes, by Act of such Holders delivered to the Issuer and the Indenture
Trustee, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Notes under this Indenture; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Note affected thereby:

          (i) change the date of payment of any installment of principal of or
     interest on any Note, or reduce the principal amount thereof, the
     interest rate thereon or the Redemption Price with respect thereto,
     change the provisions of this Indenture relating to the application of
     collections on, or the proceeds of the sale of, the Trust Estate to the
     payment of principal of or interest on the Notes, or change any place of
     payment where, or the coin or currency in which, any Note or the interest
     thereon is payable, or impair the right to institute suit for the
     enforcement of the provisions of this Indenture requiring the application
     of funds available therefor, as provided in Article V, to the payment of
     any such amount due on or after the respective due dates thereof (or, in
     the case of redemption, on or after the Redemption Date);

          (ii) reduce the percentage of the Outstanding Amount, the consent of
     the Holders of which is required for any such supplemental indenture, or
     the consent of the Holders of which is required for any waiver of
     compliance with certain provisions of this Indenture or certain defaults
     hereunder and their consequences provided for in this Indenture;

          (iii) modify or alter the provisions of the proviso to the
     definition of "Outstanding";

          (iv) reduce the percentage of the Outstanding Amount required to
     direct the Indenture Trustee to direct the Issuer to sell or liquidate
     the Trust Estate pursuant to Section 5.4;

          (v) modify any provision of this Section except to increase any
     percentage specified herein or to provide that certain additional
     provisions of this Indenture or the Basic Documents cannot be modified or
     waived without the consent of the Holder of each Outstanding Note
     affected thereby;

          (vi) modify any of the provisions of this Indenture in such manner
     as to affect the calculation of the amount of any payment of interest or
     principal due on any Note on any Payment Date (including the calculation
     of any of the individual components of such calculation) or to affect the
     rights of the Holders of Notes to the benefit of any provisions for the
     mandatory redemption of the Notes contained herein; or


                                      43
<PAGE>

          (vii) permit the creation of any Lien ranking prior to or on a
     parity with the Lien of this Indenture with respect to any part of the
     Trust Estate or, except as otherwise permitted or contemplated herein,
     terminate the Lien of this Indenture on any property at any time subject
     hereto or deprive any Holder of Notes of the security provided by the
     Lien of this Indenture.

     It shall not be necessary for any Act of the Noteholders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.
The manner of obtaining such consents (and any other consents of Noteholders
provided for in this Indenture or in any other Basic Document) and of
evidencing the authorization of the execution thereof by Noteholders shall be
subject to such reasonable requirements as the Indenture Trustee may provide.

     Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section, the Indenture Trustee
shall mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of
such supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

     SECTION 9.3. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts
created by this Indenture, the Indenture Trustee shall be entitled to receive,
and, subject to Sections 6.1 and 6.2, shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Indenture Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
that affects the Indenture Trustee's own rights, duties, liabilities or
immunities under this Indenture or otherwise.

     SECTION 9.4. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations
of rights, obligations, duties, liabilities and immunities under this
Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes
shall thereafter be determined, exercised and enforced hereunder subject in
all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

     SECTION 9.5. Conformity with Trust Indenture Act. Every amendment of this
Indenture and every supplemental indenture executed pursuant to this Article
IX shall conform to the requirements of the Trust Indenture Act as then in
effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

SECTION 9.6. Reference in Notes to Supplemental Indentures. Notes authenticated
and delivered after the execution of any supplemental indenture pursuant to this
Article may, and if required by the Indenture Trustee shall, bear a notation in

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form approved by the Indenture Trustee as to any matter provided for in such
supplemental indenture. If the Issuer or the Indenture Trustee shall so
determine, new Notes so modified as to conform, in the opinion of the Indenture
Trustee and the Issuer, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the Indenture Trustee
in exchange for Outstanding Notes.

                                  ARTICLE X
                              Redemption of Notes


     SECTION 10.1. Redemption. (a) The Notes are subject to redemption in
whole, but not in part, at the direction of the Servicer pursuant to Section
9.1(a) of the Sale and Servicing Agreement, on any Payment Date on which the
Servicer exercises its option to purchase the Trust Estate pursuant to said
Section 9.1(a), for a purchase price equal to the Redemption Price; provided,
however, that the Issuer has available funds sufficient to pay the Redemption
Price. The Servicer or the Issuer shall furnish the Rating Agencies notice of
such redemption. If such Notes are to be redeemed pursuant to this Section
10.1, the Servicer or the Issuer shall furnish notice of such election to the
Indenture Trustee not later than 25 days prior to the Redemption Date and the
Issuer shall deposit with the Indenture Trustee in the Note Distribution
Account the Redemption Price of the Notes to be redeemed.

     (b) Reserved.

     SECTION 10.2. Form of Redemption Notice. Notice of redemption under
Section 10.1 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, mailed not less than five days prior to the applicable
Redemption Date to each Holder of Notes, as of the close of business on the
Record Date preceding the applicable Redemption Date, at such Holder's address
appearing in the Note Register.

     All notices of redemption shall state:

          (i) the Redemption Date;

          (ii) the Redemption Price;

          (iii) the place where such Notes are to be surrendered for payment
     of the Redemption Price (which shall be the office or agency of the
     Issuer to be maintained as provided in Section 3.2); and

          (iv) CUSIP numbers.

     Notice of redemption of the Notes shall be given by the Indenture Trustee
in the name and at the expense of the Issuer. Failure to give notice of
redemption, or any defect therein, to any Holder of any Note shall not impair
or affect the validity of the redemption of any other Note.

     SECTION 10.3. Notes Payable on Redemption Date. The Notes or portions
thereof to be redeemed shall, following notice of redemption pursuant to this

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<PAGE>

Article, become due and payable on the Redemption Date at the Redemption Price
and (unless the Issuer shall default in the payment of the Redemption Price)
no interest shall accrue on the Redemption Price for any period after the date
to which accrued interest is calculated for purposes of calculating the
Redemption Price.

                                  ARTICLE XI
                                 Miscellaneous


     SECTION 11.1. Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any
action under this Indenture, the Issuer shall furnish to the Indenture
Trustee: (i) an Officers' Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have
been complied with, (ii) an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with
and (iii) (if required by the TIA) an Independent Certificate from a firm of
certified public accountants meeting the applicable requirements of this
Section, except that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by this
Indenture, no additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

          (w) a statement that each signatory of such certificate or opinion
     has read or has caused to be read such covenant or condition and the
     definitions herein relating thereto;

          (x) a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (y) a statement that, in the opinion of each such signatory, such
     signatory has made (or has caused to be made) such examination or
     investigation as is necessary to enable such signatory to express an
     informed opinion as to whether or not such covenant or condition has been
     complied with; and

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

     (b) (i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the Lien of this Indenture,
the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officers'
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such deposit) to the
Issuer of the Collateral or other property or securities to be so deposited.

          (ii) Whenever the Issuer is required to furnish to the Indenture
     Trustee an Officers' Certificate described in clause (i), the Issuer
     shall also

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<PAGE>

     deliver to the Indenture Trustee an Independent Certificate as to the
     same matters, if the fair value to the Issuer of the Collateral or other
     property or securities to be so deposited and of all other such
     Collateral or other property or securities made the basis of any such
     withdrawal or release since the commencement of the then-current fiscal
     year of the Issuer, as set forth in the certificates delivered pursuant
     to clause (i) and this clause (ii), is 10% or more of the Outstanding
     Amount of the Notes, but such a certificate need not be furnished with
     respect to any Collateral or other property or securities so deposited if
     the fair value thereof to the Issuer as set forth in the related
     Officers' Certificate is less than $25,000 or less than one percent of
     the then Outstanding Amount of the Notes.

          (iii) Other than with respect to property as contemplated by clause
     (v), whenever any Collateral or other property or securities are to be
     released from the Lien of this Indenture, the Issuer shall also furnish
     to the Indenture Trustee an Officers' Certificate certifying or stating
     the opinion of each person signing such certificate as to the fair value
     (within 90 days of such release) of the Collateral or other property or
     securities proposed to be released and stating that in the opinion of
     such person the proposed release will not impair the security under this
     Indenture in contravention of the provisions hereof.

          (iv) Whenever the Issuer is required to furnish to the Indenture
     Trustee an Officers' Certificate certifying or stating the opinion of any
     signer thereof as to the matters described in clause (iii), the Issuer
     shall also furnish to the Indenture Trustee an Independent Certificate as
     to the same matters if the fair value to the Issuer of the Collateral or
     other property or securities and of all other property, other than
     property as contemplated by clause (v), or securities released from the
     Lien of this Indenture since the commencement of the then-current fiscal
     year, as set forth in the certificates required by clause (iii) and this
     clause (iv), equals 10% or more of the Outstanding Amount of the Notes,
     but such certificate need not be furnished in the case of any release of
     Collateral or other property or securities if the fair value thereof to
     the Issuer as set forth in the related Officers' Certificate is less than
     $25,000 or less than one percent of the then Outstanding Amount of the
     Notes.

          (v) Notwithstanding Section 2.9 or any other provision of this
     Section, the Issuer may, without compliance with the requirements of the
     other provisions of this Section: (A) collect, liquidate, sell or
     otherwise dispose of Receivables and Financed Equipment as and to the
     extent permitted or required by the Basic Documents and (B) make cash
     payments out of the Trust Accounts as and to the extent permitted or
     required by the Basic Documents so long as the Issuer shall deliver to
     the Indenture Trustee every six months, commencing December 2001, an
     Officers' Certificate of the Issuer stating that all such dispositions of
     Collateral that occurred since the execution of the previous such
     Officers' Certificate (or for the first such Officers' Certificate, since
     the Closing Date) were in the ordinary course of the Issuer's business
     and that the proceeds thereof were applied in accordance with the Basic
     Documents.

     SECTION 11.2. Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they

                                      47
<PAGE>

be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

     Any certificate or opinion of an Authorized Officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate, opinion or
representations with respect to the matters upon which his certificate or
opinion is based is/are erroneous. Any such certificate of an Authorized
Officer or Opinion of Counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer
or officers of the Servicer, the Seller, the Issuer or the Administrator,
stating that the information with respect to such factual matters is in the
possession of the Servicer, the Seller, the Issuer or the Administrator, as
applicable, unless such Authorized Officer or counsel knows, or in the
exercise of reasonable care should know, that the certificate, opinion or
representations with respect to such matters is/are erroneous.

     Where any Person is required or permitted to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.

     Whenever in this Indenture, in connection with any application,
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application
or at the effective date of such certificate or report (as the case may be),
of the facts and opinions stated in such document shall in such case be
conditions precedent to the right of the Issuer to have such application
granted or to the sufficiency of such certificate or report. The foregoing
shall not, however, be construed to affect the Indenture Trustee's right to
rely upon the truth and accuracy of any statement or opinion contained in any
such document as provided in Article VI.

     SECTION 11.3. Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instrument(s) of substantially similar tenor signed
by such Noteholders in person or by agents duly appointed in writing; and
except as herein otherwise expressly provided, such action shall become
effective when such instrument(s) are delivered to the Indenture Trustee, and,
where it is hereby expressly required, to the Issuer. Such instrument(s) (and
the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Noteholders signing such instrument(s). Proof
of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in
the manner provided in this Section.

     (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.

     (c) The ownership of Notes shall be proved by the Note Register.

                                      48
<PAGE>

     (d) Any request, demand, authorization, direction, notice, consent,
waiver or Act by the Holder of any Notes shall bind the Holder of every Note
issued upon the registration thereof, in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Indenture
Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note.

     SECTION 11.4. Notices, etc., to the Indenture Trustee, Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders, or other documents provided or permitted by this
Indenture, shall be in writing and, if such request, demand, authorization,
direction, notice, consent, waiver or Act of Noteholders is to be made upon,
given or furnished to or filed with:

          (a) the Indenture Trustee by any Noteholder or by the Issuer, shall
     be sufficient for every purpose hereunder if made, given, furnished or
     filed in writing to or with the Indenture Trustee at its Corporate Trust
     Office, or

          (b) the Issuer by the Indenture Trustee or by any Noteholder, shall
     be sufficient for every purpose hereunder if in writing and mailed,
     first-class, postage prepaid, to the Issuer addressed to: CNH Equipment
     Trust 2002-A, in care of The Bank of New York, [5 Penn Plaza, 16th Floor,
     New York, New York 10001], Attention: Corporate Trust Administration -
     Asset Backed Finance Unit, and to Case Credit Corporation, as
     Administrator, 233 Lake Avenue, Racine, Wisconsin 53403, Attention:
     Treasurer, or at any other address previously furnished in writing to the
     Indenture Trustee by the Issuer or the Administrator. The Issuer shall
     promptly transmit any notice received by it from the Noteholders to the
     Indenture Trustee.

     Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Trustee shall be in writing, personally delivered or
mailed by certified mail, return receipt requested, to their respective
addresses set forth in Section 10.3 of the Sale and Servicing Agreement.

     SECTION 11.5. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner
herein provided shall conclusively be presumed to have been duly given.

     Where this Indenture provides for notice in any manner, such notice may
be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.


                                      49
<PAGE>


     In case, by reason of the suspension of regular mail service, it shall be
impractical to mail notice of any event to Noteholders when such notice is
required to be given pursuant to this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed
to be a sufficient giving of such notice.

     Where this Indenture provides for notice to the Rating Agencies, failure
to give such notice shall not affect any other rights or obligations created
hereunder, and shall not under any circumstance constitute a Default or Event
of Default.

     SECTION 11.6. Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the
Issuer may enter into any agreement with any Holder of a Note providing for a
method of payment, or notice by the Indenture Trustee or any Paying Agent to
such Holder, that is different from the methods provided for in this Indenture
or the Notes for such payments or notices. The Issuer will furnish to the
Indenture Trustee a copy of each such agreement and the Indenture Trustee will
cause payments to be made and notices to be given in accordance with such
agreements.

     SECTION 11.7. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by the Trust Indenture Act, such
required provision shall control.

     The provisions of TIA Sections 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

     SECTION 11.8. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     SECTION 11.9. Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee
in this Indenture shall bind its successors, co-trustees and agents of the
Indenture Trustee.

     SECTION 11.10. Severability. Any provision of this Indenture or the
Notes that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or of
the Notes, as applicable, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

     SECTION 11.11. Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Noteholders, any other party
secured hereunder and any other Person with an ownership interest in any part
of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

     SECTION 11.12. Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such

                                      50
<PAGE>

date, but may be made on the next Business Day with the same force and effect
as if made on the date on which nominally due, and no interest shall accrue
for the period from and after any such nominal date.

     SECTION 11.13. Governing Law. This Indenture shall be construed in
accordance with the laws of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

     SECTION 11.14. Counterparts. This Indenture may be executed in any
number of counterparts, each of which when so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and
the same instrument.

     SECTION 11.15. Recording of Indenture. If this Indenture is subject to
recording in any public recording offices, such recording is to be effected by
the Issuer and, at its expense, accompanied by an Opinion of Counsel (which
may be counsel to the Indenture Trustee or any other counsel reasonably
acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person
secured hereunder or for the enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture.

     SECTION 11.16. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Trustee or the
Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against: (i) the
Indenture Trustee or the Trustee in their individual capacities, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, officer, director, employee or agent of: (a) the Indenture
Trustee or the Trustee in their individual capacities, (b) any owner of a
beneficial interest in the Issuer, the Trustee or the Indenture Trustee or (c)
of any successor or assign of the Indenture Trustee or the Trustee in their
individual capacities, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Trustee have no such
obligations in their individual capacities) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.
For all purposes of this Indenture, in the performance of any duties or
obligations of the Issuer hereunder, the Trustee shall be subject to, and
entitled to the benefits of, Articles VI, VII and VIII of the Trust Agreement.

     SECTION 11.17. No Petition. The Indenture Trustee, by entering into
this Indenture, and each Noteholder, by accepting a Note, hereby covenant and
agree that they will not at any time institute against the Seller or the
Issuer, or solicit or join or cooperate with or encourage any institution
against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or State bankruptcy or similar law in connection
with any obligations relating to the Notes, this Indenture or any of the Basic
Documents. The foregoing shall not limit the rights of the Indenture Trustee
to file any claim in or otherwise take any action with respect to any
insolvency proceeding that was instituted against the Issuer by any Person
other than the Indenture Trustee.

                                      51
<PAGE>

     SECTION 11.18. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested. The Indenture
Trustee shall and shall cause its representatives to hold in confidence all
such information; provided, however, that the foregoing shall not be construed
to prohibit: (i) disclosure of any and all information that is or becomes
publicly know, or information obtained by the Indenture Trustee from sources
other than the Issuer or Servicer, (ii) disclosure of any and all information:
(A) if required to do so by any applicable statute, law, rule or regulation,
(B) to any government agency or regulatory or self-regulatory body having or
claiming authority to regulate or oversee any aspects of the Indenture
Trustee's business or that of its Affiliates, (C) pursuant to any subpoena,
civil investigative demand or similar demand or request of any court,
regulatory authority, arbitrator or arbitration to which the Indenture Trustee
or an Affiliate or any officer, director, employee or shareholder thereof is
subject, (D) in any preliminary or final offering circular, registration
statement or contract or other document pertaining to the transactions
contemplated by the Indenture and approved in advance by the Issuer or (E) to
any Affiliate, independent or internal auditor, agent, employee or attorney of
the Indenture Trustee having a need to know the same; provided, that the
Indenture Trustee advises such recipient of the confidential nature of the
information being disclosed and such recipient agrees to keep such information
confidential, (iii) any other disclosure authorized by the Issuer or the
Servicer or (iv) disclosure to the other parties to the transactions
contemplated by the Basic Documents.

     SECTION 11.19. Subordination. Issuer and each Noteholder by accepting
a Note acknowledge and agree that such Note represents indebtedness of Issuer
and does not represent an interest in any assets (other than the Trust Estate)
of CNHCR (including by virtue of any deficiency claim in respect of
obligations not paid or otherwise satisfied from the Trust Estate and proceeds
thereof). In furtherance of and not in derogation of the foregoing, to the
extent CNHCR enters into other securitization transactions, Issuer as well as
each Noteholder by accepting a Note acknowledge and agree that it shall have
no right, title or interest in or to any assets (or interests therein) (other
than Trust Estate) conveyed or purported to be conveyed by CNHCR to another
securitization trust or other Person or Persons in connection therewith
(whether by way of a sale, capital contribution or by virtue of the granting
of a lien) ("Other Assets"). To the extent that, notwithstanding the
agreements and provisions contained in the preceding sentences of this
subsection, Issuer or any Noteholder either (i) asserts an interest or claim
to, or benefit from, Other Assets, whether asserted against or through CNHCR
or any other Person owned by CNHCR, or (ii) is deemed to have any such
interest, claim or benefit in or from Other Assets, whether by operation of
law, legal process, pursuant to applicable provisions of insolvency laws or
otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy
Code or any successor provision having similar effect under the Bankruptcy
Code), and whether deemed asserted against or through CNHCR or any other
Person owned by CNHCR, then Issuer and each Noteholder by accepting a Note
further acknowledges and agrees that any such interest, claim or benefit in or
from Other Assets is and shall be expressly subordinated to the indefeasible
payment in full of all obligations and liabilities of CNHCR which, under the
terms of the relevant documents relating to the securitization of such Other
Assets, are entitled to be paid from, entitled to the benefits of, or
otherwise secured by such Other Assets (whether or not any such entitlement or
security interest is legally perfected or otherwise entitled to a priority of
distribution or application under applicable law, including insolvency laws,
and whether asserted against CNHCR or any other Person owned by CNHCR),
including, the payment of post-petition interest on such other obligations and
liabilities. This subordination agreement shall be deemed a subordination
agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each
Noteholder further acknowledges and agrees that no adequate remedy at law
exists for a breach of this Section 11.19 and the terms of this Section 11.19
may be enforced by an action for specific performance.

                                      52
<PAGE>



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

                                CNH EQUIPMENT TRUST 2002-A;

                                 By: The Bank of New York,
                                     not in its individual capacity but
                                     solely as Trustee


                               By:  /s/ Erwin Soriano
                                   --------------------------------------
                                    Name: Erwin Soriano
                                    Title: Assistant Treasurer


                                BANK ONE, NATIONAL ASSOCIATION,
                                 not in its individual capacity but solely
                                 as Indenture Trustee


                                By:  /s/ Keith Richardson
                                    -------------------------------------
                                     Name: Keith Richardson
                                     Title: Vice President











                                     S-1
<PAGE>


                                                                EXECUTION COPY


                                 APPENDIX A

                                Definitions


         "A-1 Note" means any of the Issuer's 2.0825% Class A-1 Asset
Backed Notes.

         "A-1 Note Final Scheduled Maturity Date" means the April 15, 2003
Payment Date.

         "A-1 Note Rate" means 2.0825% per annum, computed on the basis of
the actual number of days in that Interest Period and a year of 360 days.

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

         "A-2 Note" means any of the Issuer's 3.1300% Class A-2 Asset
Backed Notes.

         "A-2 Note Final Scheduled Maturity Date" means the September 15,
2004 Payment Date.

         "A-2 Note Rate" means 3.1300% per annum, computed on the basis of
a 360-day year of twelve 30-day months.

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

         "A-3 Note" means any of the Issuer's Floating Rate Class A-3 Asset
Backed Notes.

         "A-3 Note Final Scheduled Maturity Date" means the July 17, 2006
Payment Date.

         "A-3 Note Rate" means, for each Interest Period, a rate per annum
equal to One-Month LIBOR for that Interest Period plus 0.25% per annum,
computed on the basis of the actual number of days in that Interest Period
and a year of 360 days.

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

         "A-4 Note" means any of the Issuer's Floating Rate Class A-4 Asset
Backed Notes.


                                    A-1
<PAGE>

         "A-4 Note Final Scheduled Maturity Date" means the August 15, 2008
Payment Date.

         "A-4 Note Rate" means, for each Interest Period, a rate per annum
equal to One-Month LIBOR for that Interest Period plus 0.30% per annum,
computed on the basis of the actual number of days in that Interest Period
and a year of 360 days.

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

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

         "Administration Agreement" means the Administration Agreement
dated as of March 1, 2002 among the Administrator, the Issuer and the
Indenture Trustee.

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

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

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

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

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

         "Asset Balance" means, for any Payment Date, the sum of the Pool
Balance and any amounts on deposit in the Pre-Funding Account, in each case
as the end of the immediately preceding Collection Period. For purposes of
the calculation of any amount on deposit in the Pre-Funding Account on any
Payment Date, any amount in the Pre-Funding Account that is to be paid out



                                    A-2
<PAGE>


on that Payment Date in connection with the end of the Pre-Funding Period
shall be deemed to have been withdrawn from the Pre-Funding Account as of
the first day of the calendar month immediately preceding that Payment
Date.

         "Assignment" is defined in Section 2.1 of the Sale and Servicing
Agreement.

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

         "Bank One" means Bank One, National Association, a national
banking association.

         "Basic Documents" means the Certificate of Trust, the Trust
Agreement, the Purchase Agreements, the Sale and Servicing Agreement, the
Indenture, the Administration Agreement, each Interest Rate Swap Agreement
and other documents and certificates delivered in connection therewith.

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

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

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

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

         "Case Assets" is defined in Section 2.2 of the Case Purchase
Agreement.



                                    A-3
<PAGE>

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

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

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

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

         "Case Purchase Agreement" means the Purchase Agreement dated as of
March 1, 2002 between the Seller and Case Credit, as the same may be
amended and supplemented from time to time, which term shall also include,
as the context requires, the Liquidity Receivables Purchase Agreement.

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

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

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

         "Certificate Balance" equals $0.

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

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

         "Certificate Percentage Interest" means a percentage of the
beneficial interest in the Issuer represented by a Trust Certificate.

         "Certificate Pool Factor" means, as of the close of business on
any Payment Date, the Certificate Balance divided by the initial
Certificate Balance (carried out to the seventh decimal place). The
Certificate Pool Factor is 0.0000000.

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



                                    A-4
<PAGE>

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

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

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

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

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

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

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



                                    A-5
<PAGE>

         "Class" means any class of Notes.

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

         "Class A Noteholders' Monthly Principal Distributable Amount"
means, with respect to any Payment Date (a) on which any principal of the
A-1 Notes remains outstanding as of the related record date, the greater of
(1) the aggregate scheduled principal payments on the Receivables received
during the related Collection Period and (2) the excess of (x) the
outstanding Principal Balance of the Class A Notes minus (y) 93.75% of the
Asset Balance, (b) after the Payment Date on which the A-1 Notes have been
reduced to zero, the excess of (1) the outstanding Principal Balance of the
Class A Notes minus (2) 93.75% of the Asset Balance and (c) on the Final
Maturity Date for each of the Class A Notes, the Class A Noteholders'
Monthly Principal Distributable Amount will include the amount necessary
(after giving effect to the other amounts to be deposited in the Note
Distribution Account on that Payment Date and allocable to principal) to
reduce the Outstanding Amount of the related Class A Notes to zero; in each
case as of the end of the immediately preceding Collection Period;
provided, however, that in no event shall the Class A Noteholders' Monthly
Principal Distributable Amount exceed the Outstanding Amount of Class A
Notes; and provided further, that for purposes of the foregoing calculation
any Remaining Pre-Funded Amount shall be deemed to have been withdrawn from
the Pre-Funding Account as of the beginning of the Collection Period during
which such Remaining Pre-Funded Amount is transferred from the Pre-Funding
Account to the Collection Account pursuant to Section 5.7(b) of the Sale
and Servicing Agreement.

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

         "Class A Swap Termination Payments" or "Swap Termination Payment"
means the Class A-3 Swap Termination Payment and/or Class A-4 Swap
Termination Payment.

          "Class A-3 Counterparty" means Bank of America, N.A., and any
other counterparty under the Class A-3 Swap Agreement or any successor
agreement to the Class A-3 Swap Agreement.

         "Class A-3 Net Swap Payment" means, for any Payment Date, the net
amount payable by the Issuer under the Class A-3 Swap Agreement (excluding
any Class A-3 Swap Termination Payment).



                                    A-6
<PAGE>

         "Class A-3 Net Swap Receipt" means, for any Payment Date, the net
amount payable by the Class A-3 Counterparty under the Class A-3 Swap
Agreement (excluding any Class A-3 Swap Termination Payment).

         "Class A-3 Reference Banks" means four major banks in the London
interbank market selected by the Class A-3 Counterparty.

         "Class A-3 Representative Amount" means, on any LIBOR
Determination Date, an amount equal to the outstanding principal amount of
the A-3 Notes on the immediately preceding Payment Date or the Closing
Date, as applicable.

         "Class A-3 Swap Agreement" an interest rate swap agreement between
the Trust and the Class A-3 Counterparty substantially in the form of
Exhibit G to the Sale and Servicing Agreement or such other form as shall
have satisfied the Rating Agency Condition.

         "Class A-3 Swap Termination Payment" means any termination payment
due under the terms of the Class A-3 Swap Agreement.

         "Class A-3 USD-LIBOR Reference Banks Rate" means, for each
Interest Period, the rate determined on the basis of the rates at which
deposits in U.S. Dollars are offered by the Class A-3 Reference Banks at
approximately 11:00 a.m., London time, on the related LIBOR Determination
Date to prime banks in the London interbank market for a period of one
month commencing on the first day of the Interest Period for which such
rate is being determined and in a Class A-3 Representative Amount. The
Class A-3 Counterparty (in its capacity as calculation agent under the
Class A-3 Swap Agreement) will request the principal London office of each
of the Class A-3 Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for that Interest Period
will be the arithmetic mean of the quotations. If fewer than two quotations
are provided as requested, the rate for that Interest Period will be the
arithmetic mean of the rates quoted by major banks in New York City,
selected by the Class A-3 Counterparty, at approximately 11:00 a.m., New
York time, on the related LIBOR Determination Date for loans in U.S.
Dollars to leading European banks for a period for which such rate is being
determined and in a Class A-3 Representative Amount.

         "Class A-4 Counterparty" means Credit Suisse First Boston
International and any other counterparty under the Class A-4 Swap Agreement
or any successor agreement to the Class A-4 Swap Agreement.

         "Class A-4 Net Swap Receipt" means, for any Payment Date, the net
amount payable by the Class A-4 Counterparty under the Class A-4 Swap
Agreement (excluding any Class A-4 Swap Termination Payment).

         "Class A-4 Reference Banks" means four major banks in the London
interbank market selected by the Class A-4 Counterparty.



                                    A-7
<PAGE>

         "Class A-4 Representative Amount" means, on any LIBOR
Determination Date, an amount equal to the outstanding principal amount of
the A-4 Notes on the immediately preceding Payment Date or the Closing
Date, as applicable.

         "Class A-4 Net Swap Payment" means, for any Payment Date, the net
amount payable by the Issuer under the Class A-4 Swap Agreement (excluding
any Class A-4 Swap Termination Payment).

         "Class A-4 Swap Agreement" means an interest rate swap agreement
between the Trust and the Class A-4 Counterparty substantially in the form
of Exhibit G to the Sale and Servicing Agreement or such other form as
shall have satisfied the Rating Agency Condition.

          "Class A-4 Swap Termination Payment" means any termination
payment due under the terms of the Class A-4 Swap Agreement.

         "Class A-4 USD-LIBOR Reference Banks Rate" means, for each
Interest Period, the rate determined on the basis of the rates at which
deposits in U.S. Dollars are offered by the Class A-4 Reference Banks at
approximately 11:00 a.m., London time, on the related LIBOR Determination
Date to prime banks in the London interbank market for a period of one
month commencing on the first day of the Interest Period for which such
rate is being determined and in a Class A-4 Representative Amount. The
Class A-4 Counterparty (in its capacity as calculation agent under the
Class A-4 Swap Agreement) will request the principal London office of each
of the Class A-4 Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for that Interest Period
will be the arithmetic mean of the quotations. If fewer than two quotations
are provided as requested, the rate for that Interest Period will be the
arithmetic mean of the rates quoted by major banks in New York City,
selected by the Class A-4 Counterparty, at approximately 11:00 a.m., New
York time, on the related LIBOR Determination Date for loans in U.S.
Dollars to leading European banks for a period for which such rate is being
determined and in a Class A-4 Representative Amount.

         "Class B Counterparty" means Bank of America, N.A., and any other
counterparty under the Class B Swap Agreement or any successor agreement to
the Class B Swap Agreement.

         "Class B Net Swap Payment" means, for any Payment Date, the net
amount payable by the Issuer under the Class B Swap Agreement (excluding
any Class B Swap Termination Payment).

         "Class B Net Swap Receipt" means, for any Payment Date, the net
amount payable by the Class B Counterparty under the Class B Swap Agreement
(excluding any Class B Swap Termination Payment).



                                    A-8
<PAGE>

         "Class B Note" means any of the Issuer's Floating Rate Class B
Asset Backed Notes.

         "Class B Note Final Scheduled Maturity Date" means the August 15,
2008 Payment Date.

         "Class B Reference Banks" means four major banks in the London
interbank market selected by the Class B Counterparty.

         "Class B Note Rate" means for each Interest Period, a rate per
annum equal to One-Month LIBOR for that Interest Period plus 0.97% per
annum, computed on the basis of the actual number of days in that Interest
Period and a year of 360 days.

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

         "Class B Noteholders' Monthly Principal Distributable Amount"
means, for any Payment Date, the excess of (1) the outstanding Principal
Balance of the Class B Notes minus (2) 3% of the Asset Balance; except that
(a) in no event will the Class B Noteholders' Monthly Principal
Distributable Amount exceed the lesser of (1) the sum of the Outstanding
Amount of the Class A Notes (after giving effect to payments on the Class A
Notes on that Payment Date), the Class B Notes and the Class C Notes over
the Asset Balance and (2) the Outstanding Amount of the Class B Notes, and
(b) on the Final Scheduled Maturity Date for the Class B Notes, the Class B
Noteholders' Monthly Principal Distributable Amount will include the amount
necessary (after giving effect to the other amounts to be deposited in the
Note Distribution Account on that Payment Date and allocable to principal)
to reduce the outstanding principal amount of the Class B Notes to zero;
and provided further, that for purposes of the foregoing calculation any
Remaining Pre-Funded Amount shall be deemed to have been withdrawn from the
Pre-Funding Account as of the beginning of the Collection Period during
which such Remaining Pre-Funded Amount is transferred from the Pre-Funding
Account to the Collection Account pursuant to Section 5.7(b) of the Sale
and Servicing Agreement.

         "Class B Representative Amount" means, on any LIBOR Determination
Date, an amount equal to the outstanding principal amount of the B Notes on
the immediately preceding Payment Date or the Closing Date, as applicable.

         "Class B Swap Agreement" means an interest rate swap agreement
between the Trust and the Class B Counterparty substantially in the form of
Exhibit G to the Sale and Servicing Agreement or such other form as shall
have satisfied the Rating Agency Condition.



                                    A-9
<PAGE>

         "Class B Swap Termination Payment" means any termination payment
due under the terms of the Class B Swap Agreement.

         "Class B USD-LIBOR Reference Banks Rate" means, for each Interest
Period, the rate determined on the basis of the rates at which deposits in
U.S. Dollars are offered by the Class B Reference Banks at approximately
11:00 a.m., London time, on the related LIBOR Determination Date to prime
banks in the London interbank market for a period of one month commencing
on the first day of the Interest Period for which such rate is being
determined and in a Class B Representative Amount. The Class B Counterparty
(in its capacity as calculation agent under the Class B Swap Agreement)
will request the principal London office of each of the Class B Reference
Banks to provide a quotation of its rate. If at least two such quotations
are provided, the rate for that Interest Period will be the arithmetic mean
of the quotations. If fewer than two quotations are provided as requested,
the rate for that Interest Period will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Class B
Counterparty, at approximately 11:00 a.m., New York time, on the related
LIBOR Determination Date for loans in U.S. Dollars to leading European
banks for a period for which such rate is being determined and in a Class B
Representative Amount.

         "Class C Counterparty" means Credit Suisse First Boston
International, and any other counterparty under the Class C Swap Agreement
or any successor agreement to the Class C Swap Agreement.

         "Class C Net Swap Payment" means, for any Payment Date, the net
amount payable by the Issuer under the Class C Swap Agreement (excluding
any Class C Swap Termination Payment).

         "Class C Net Swap Receipt" means, for any Payment Date, the net
amount payable by the Class C Counterparty under the Class C Swap Agreement
(excluding any Class C Swap Termination Payment).

         "Class C Note" means any of the Issuer's Floating Rate Class C
Asset Backed Notes.

         "Class C Note Final Scheduled Maturity Date" means the March 15,
2010 Payment Date.

         "Class C Note Rate" means for each Interest Period, a rate per
annum equal to One-Month LIBOR for that Interest Period plus 1.90% per
annum, computed on the basis of the actual number of days in that Interest
Period and a year of 360 days.

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



                                   A-10
<PAGE>

         "Class C Noteholders' Monthly Principal Distributable Amount"
means, for any Payment Date, the excess of (1) the sum of the outstanding
Principal Balance of the Class A Notes (after giving effect to payments on
the Class A Notes on that payment date), the Class B Notes (after giving
effect to payments on the Class B Notes on that Payment Date) and the Class
C Notes minus (2) 100% of the Asset Balance; except that (a) the Class C
Noteholders' Monthly Principal Distributable Amount shall not exceed the
amount necessary to reduce the Outstanding Amount of the Class C Notes to
$10,000,000 until the Outstanding Amount of the Class A Notes and Class B
Notes has been reduced to zero, (b) in no event will the Class C
Noteholders' Monthly Principal Distributable Amount exceed the Outstanding
Amount of the Class C Notes, and (c) on the Final Scheduled Maturity Date
for the Class C Notes, the Class C Noteholders' Monthly Principal
Distributable Amount will include the amount necessary (after giving effect
to the other amounts to be deposited in the Note Distribution Account on
that Payment Date and allocable to principal) to reduce the Outstanding
Amount of the Class C Notes to zero; and provided further, that for
purposes of the foregoing calculation any Remaining Pre-Funded Amount shall
be deemed to have been withdrawn from the Pre-Funding Account as of the
beginning of the Collection Period during which such Remaining Pre-Funded
Amount is transferred from the Pre-Funding Account to the Collection
Account pursuant to Section 5.7(b) of the Sale and Servicing Agreement.

         "Class C Reference Banks" means four major banks in the London
interbank market selected by the Class C Counterparty.

         "Class C Representative Amount" means, on any LIBOR Determination
Date, an amount equal to the outstanding principal amount of the C Notes on
the immediately preceding Payment Date or the Closing Date, as applicable.

         "Class C Swap Agreement" means an interest rate swap agreement between
the Trust and the Class C Counterparty substantially in the form of Exhibit
G to the Sale and Servicing Agreement or such other form as shall have
satisfied the Rating Agency Condition.

         "Class C Swap Termination Payment" means any termination payment
due under the terms of the Class C Swap Agreement.

         "Class C USD-LIBOR Reference Banks Rate" means, for each Interest
Period, the rate determined on the basis of the rates at which deposits in
U.S. Dollars are offered by the Class C Reference Banks at approximately
11:00 a.m., London time, on the related LIBOR Determination Date to prime
banks in the London interbank market for a period of one month commencing
on the first day of the Interest Period for which such rate is being
determined and in a Class C Representative Amount. The Class C Counterparty
(in its capacity as calculation agent under the Class C Swap Agreement)
will request the principal London office of each of the Class C Reference
Banks to provide a quotation of its rate. If at least two such quotations


                                   A-11
<PAGE>

are provided, the rate for that Interest Period will be the arithmetic mean
of the quotations. If fewer than two quotations are provided as requested,
the rate for that Interest Period will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Class C
Counterparty, at approximately 11:00 a.m., New York time, on the related
LIBOR Determination Date for loans in U.S. Dollars to leading European
banks for a period for which such rate is being determined and in a Class C
Representative Amount.

         "Class Final Scheduled Maturity Date" means, as to any Class of
Notes, the final scheduled maturity date for that Class, as designated by
the defined term that begins with the designation of that Class and ends
with the phrase "Final Scheduled Maturity Date." For instance, the Class
Final Scheduled Maturity Date for the A-1 Notes is the A-1 Note Final
Scheduled Maturity Date.

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

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

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



                                   A-12
<PAGE>

other Class of Class A Notes will include the amount, to the extent of
available funds, necessary (after giving effect to the other amounts to be
deposited in the Note Distribution Account on such Payment Date and
allocable to principal) to reduce the outstanding principal amount of such
Class of Notes to zero. For purposes of the foregoing, the various Classes
of Class A Notes shall have the following priority (beginning with the
highest priority and descending to the lowest): the A-1 Notes, the A-2
Notes, the A-3 Notes and the A-4 Notes.

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

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

         "Closing Date" means March 28, 2002.

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

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

         "CNHCR Assets" is defined in Section 2.2 of the Sale and Servicing
Agreement.

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

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

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

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

         "Commission" means the Securities and Exchange Commission.



                                   A-13
<PAGE>

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

         "Contract Value" means, with respect to any day (including the
Initial Cutoff Date or any Subsequent Cutoff Date), the sum of (a) the
present value of the future Scheduled Payments discounted monthly at an
annual rate equal to Specified Discount Factor; plus (b) the amount of any
past due payments.

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

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

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

         "Corporate Trust Office" means, (a) with respect to the Indenture
Trustee, the principal office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which
office at the date of the Indenture is located at 1 Bank One Plaza, Suite
IL1-0481, Chicago, Illinois 60670-0126, Attention: Global Corporate Trust
Services (facsimile no. (312) 407-1708); and for purposes of Section 3.2 of
the Indenture, is located at 14 Wall Street, 8th Floor, New York, New York
10005; or at such other address as the Indenture Trustee may designate from
time to time by notice to the Noteholders and the Seller, or the principal
corporate trust office of any successor Indenture Trustee (the address of
which the successor Indenture Trustee will notify the Noteholders and the


                                   A-14
<PAGE>

Seller), and (b) with respect to the Trustee, the principal corporate trust
office of the Trustee located at [5 Penn Plaza, 16th Floor, New York, New
York 10001], Attention: Corporate Trust Administration - Asset Backed
Finance Unit; or at such other address as the Trustee may designate from
time to time by notice to the Certificateholders and the Depositor, or the
principal corporate trust office of any successor Trustee (the address of
which the successor Trustee will notify the Certificateholders and the
Depositor).

         "Counterparties" or "Counterparty" means the Class A-3
Counterparty, the Class A-4 Counterparty, the Class B Counterparty and/or
the Class C Counterparty.

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

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

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

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

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

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

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

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

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



                                   A-15
<PAGE>

          "Either/or Lease" means any Lease with a Termination Value of
greater than 10% of the purchase price of the Financed Equipment subject to
such Lease.

         "Eligible Deposit Account" means either: (a) a segregated account
with an Eligible Institution or any other segregated account, the deposit
of funds in which satisfies the Rating Agency Condition or (b) a segregated
trust account with the corporate trust department of a depository
institution organized under the laws of the United States of America or any
State (or any domestic branch of a foreign bank), having corporate trust
powers and acting as trustee for funds deposited in such account, so long
as any of the securities of such depository institution have a credit
rating from each Rating Agency in one of its generic rating categories that
signifies investment grade.

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

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

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

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

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

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



                                   A-16
<PAGE>

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

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

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

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

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

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

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

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

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



                                   A-17
<PAGE>

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

         "Federal Book Entry Security" means an obligation (i) issued by
the U.S. Treasury, the Federal Home Loan Mortgage Corporation or the
Federal National Mortgage Association, or any other direct obligation of,
or obligation fully guaranteed as to timely payment of principal and
interest by, the United States of America, that is a book-entry security
held through the Federal Reserve System pursuant to Federal book entry
regulations, and (ii) the perfection of a security interest in which is
governed pursuant to federal regulations by Article 8 of the UCC.

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

         "Final Scheduled Maturity Date" means the March 2010 Payment Date.

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

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

         "Floating Rate Notes" means the Class A-3, Class A-4, Class B and
Class C Notes.

         "Funding Period" means the period from and including the Closing
Date and ending on the earliest of: (a) the Determination Date on which the
amount on deposit in the Pre-Funding Account (after giving effect to any
transfers therefrom in connection with the transfer of Subsequent
Receivables to the Issuer on or before such Determination Date) is less
than $100,000, (b) the date on which an Event of Default or a Servicer
Default occurs, (c) the date on which an Insolvency Event occurs with
respect to the Seller or the Servicer and (d) September 15, 2002.

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


                                   A-18
<PAGE>

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

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

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

         "Indenture" means the Indenture dated as of March 1, 2002 between
the Issuer and the Indenture Trustee, as the same may be amended and
supplemented from time to time.

         "Indenture Trustee" means Bank One, National Association, a
national banking association, not in its individual capacity but solely as
Indenture Trustee under the Indenture, or any successor Indenture Trustee
under the Indenture.

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

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

         "Initial Aggregate Statistical Contract Value" means
$674,351,153.55 which amount is equal to the aggregate Statistical Contract
Value of all Initial Receivables as of the Initial Cutoff Date.

         "Initial Case Assets" is defined in Section 2.1 of the Case Purchase
Agreement.



                                   A-19
<PAGE>

         "Initial Case Purchase Price" is defined in Section 2.1 of the
Case Purchase Agreement.

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

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

         "Initial Cutoff Date" means February 28, 2002.

         "Initial Cutoff Date APR" means 4.920% which is an annual rate
that equals the weighted average APR of the Initial Receivables as of the
Initial Cutoff Date.

         "Initial NH Assets" is defined in Section 2.1 of the NH Purchase
Agreement.

         "Initial NH Purchase Price" is defined in Section 2.1 of the NH
Purchase Agreement.

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

         "Initial Pool Balance" means: (i) the Pool Balance as of the
Initial Cutoff Date, which is $647,102,178.68 plus (ii) the aggregate
Contract Value of all Subsequent Receivables sold to the Issuer as of their
respective Subsequent Cutoff Dates.

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

         "Insolvency Event" means, with respect to a specified Person: (a)
the filing of a decree or order for relief by a court having jurisdiction
in the premises in respect of such Person or any substantial part of its
property in an involuntary case under any applicable Federal or State
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for such Person or for any substantial
part of its property, or ordering the winding-up or liquidation of such
Person's affairs, and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days, or (b) the commencement by such
Person of a voluntary case under any applicable Federal or State
bankruptcy, insolvency or other similar law now or hereafter in effect, or


                                   A-20
<PAGE>

the consent by such Person to the entry of an order for relief in an
involuntary case under any such law, or the consent by such Person to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for such Person or for
any substantial part of its property, or the making by such Person of any
general assignment for the benefit of creditors, or the failure by such
Person generally to pay its debts as such debts become due, or the taking
of action by such Person in furtherance of any of the foregoing.

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

         "Interest Period" means (a) with respect to the first Payment
Date, the period from and including the Closing Date to, but excluding, the
first Payment Date, and (b) with respect to any other Payment Date, the
period from and including the immediately preceding Payment Date to, but
excluding, that Payment Date.

         "Interest Rate" means (a) as to the A-1 Notes, the A-1 Note Rate,
(b) as to the A-2 Notes, the A-2 Note Rate, (c) as to the A-3 Notes, the
A-3 Note Rate, (d) as to the A-4 Notes, the A-4 Note Rate, (e) as to the
Class B Notes, the Class B Note Rate and (f) as to the Class C Notes, the
Class C Note Rate.

         "Interest Rate Swap Agreements" or "Interest Rate Swap Agreement"
means the Class A-3 Swap Agreement, the Class A-4 Swap Agreement, the Class
B Swap Agreement and/or the Class C Swap Agreement.

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

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

         "Issuer" means CNH Equipment Trust 2002-A until a successor
replaces it and, thereafter, means the successor and, for purposes of any
provision contained in the Indenture and required by the TIA, each other
obligor on the Notes.

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

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



                                   A-21
<PAGE>

         "LIBOR Determination Date" means the second London Banking Day
prior to the beginning of an Interest Period and with respect to the first
LIBOR Determination Date, the second London Banking Day prior to the
Closing Date.

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

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

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

         "Liquidity Receivables Purchase Agreements" means, collectively,
the Case Liquidity Receivables Purchase Agreement and the NH Liquidity
Receivables Purchase Agreement.

         "London Banking Day" means any day on which dealings in deposits
in U.S. Dollars are transacted in the London interbank market.

         "Maximum Negative Carry Amount"

                  (a) the weighted average of the Interest Rate on each
         class of Notes (assuming LIBOR is equal to the Stated Fixed
         Interest Rate Swap Rate for each class of Floating Rates Notes)
         minus 1.25%; multiplied by

                  (b) the amount on deposit in the Pre-Funding Account;
         multiplied by

                  (c) the fraction of a year represented by the number of
         days until the expected end of the Funding Period, calculated on
         the basis of a 360-day year of twelve 30-day months.



                                   A-22
<PAGE>

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

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

         "Negative Carry Account Initial Deposit" means $4,559,318.67.

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

         "Net Swap Payments" or "Net Swap Payment" means the Class A-3 Net
Swap Payment, the Class A-4 Net Swap Payment, the Class B Net Swap Payment
and/or the Class C Net Swap Payment.

         "Net Swap Receipts" or "Net Swap Receipt" means the Class A-3 Net
Swap Receipt, the Class A-4 Net Swap Receipt, the Class B Net Swap Receipt
and/or the Class C Net Swap Receipt.

         "NH Assets" is defined in Section 2.2 of the NH Purchase
Agreement.

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

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

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

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

         "NH Purchase Agreement" means the Purchase Agreement dated as of
March 1, 2002 between the Seller and NH Credit, as the same may be amended
and supplemented from time to time.

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

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



                                   A-23
<PAGE>

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

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

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

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

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

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

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

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

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

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



                                   A-24
<PAGE>

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

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

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

         "One-Month LIBOR" means, for each Interest Period, the rate for
deposits in U.S. Dollars for a period of one month corresponding to such
Interest Period which appears on the Telerate Page 3750 as of 11:00 a.m.,
London time, on the related LIBOR Determination Date. If such rate does not
appear on the Telerate Page 3750, the rate for that Interest Period will be
determined as if the parties had specified "USD-LIBOR Reference Banks Rate"
as the applicable rate.

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

         "Originators" means Case Credit and NH Credit.

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

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

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

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



                                   A-25
<PAGE>

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

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

         "Pass-Through Rate" means 0% per annum, computed on the basis of a
360-day year of twelve 30-day months.

         "Paying Agent" means (a) with respect to the Notes, the Indenture
Trustee or any other Person that meets the eligibility standards for the
Indenture Trustee specified in Section 6.11 of the Indenture and is
authorized by the Issuer to make the payments to and distributions from the
Collection Account and the Note Distribution Account, including payment of
principal of or interest on the Notes on behalf of the Issuer, and (b) with
respect to the Certificates, any paying agent or co-paying agent appointed
pursuant to Section 3.9 of the Trust Agreement, and shall initially be The
Bank of New York.

         "Payment Date" means, with respect to each Collection Period, the
fifteenth day of the calendar month following the end of that Collection
Period, or, if such day is not a Business Day, the next Business Day,
commencing on April 15, 2002.

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

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



                                   A-26
<PAGE>

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

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

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

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

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

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

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

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



                                   A-27
<PAGE>

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

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

         "Prospectus" means the Prospectus dated March 18, 2002 and the
Prospectus Supplement dated March 20, 2002, relating to the Notes.

         "Purchase Agreements" means the Case Purchase Agreement and the NH
Purchase Agreement.

         "Purchase Amount" means, as of the close of business on the last
day of a Collection Period, an amount equal to the Contract Value of the
applicable Contract, as of the first day of the immediately following
Collection Period (or, with respect to any applicable Contract that is a
Liquidated Receivable, as of the day immediately prior to such Contract
becoming a Liquidated Receivable less any Liquidation Proceeds actually
received by the Issuer) plus interest accrued and unpaid thereon as of such
last day at a rate per annum equal to: (a) in the case of any Contract
transferred on the Closing Date, the Initial Cutoff Date APR and (b) in the
case of any Contract transferred or a Subsequent Transfer Date, the
applicable Subsequent Cutoff Date APR.

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

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

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

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



                                   A-28
<PAGE>

         "Reallocated Class C Principal Amount" means, for any Payment
Date, the amount by which the Class C Noteholders' Monthly Principal
Distributable Amount is reduced from the level that would otherwise have
applied as a result of the requirement that the Outstanding Amount of the
Class C Notes not be reduced below $10,000,000 while any Class A Notes or
Class B Notes remain outstanding.

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

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

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

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

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

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

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

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

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



                                   A-29
<PAGE>

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

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

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

         "Sale and Servicing Agreement" means the Sale and Servicing
Agreement, dated as of March 1, 2002 among the Issuer, the Seller and the
Servicer.

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

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

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

         "Schedule of Receivables" means, collectively, the listing of the
Receivables attached to the Case Assignment, NH Assignment and the
Assignment, and the listings of Receivables attached to each Case
Subsequent Transfer Assignment, NH Subsequent Transfer Assignment and
Subsequent Transfer Assignment.

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



                                   A-30
<PAGE>

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

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

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

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

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

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

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

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

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

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

         "Specified Discount Factor" equals 6.75%.

         "Specified Spread Account Balance" means, with respect to any
Payment Date, the lesser of (a) the greater of (i) 3.25% of (A) the Pool
Balance as of the Initial Cutoff Date plus (B) the aggregate Contract Value
of all Subsequent Receivables sold to the trust as of their respective
cutoff dates and (ii) 4.50% of the Pool Balance as of the end of the
immediately preceding calendar month, and (b) the Outstanding Amount of the
Notes.



                                   A-31
<PAGE>

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

         "Spread Account Initial Deposit" means, initially, $21,030,820.81
and, with respect to each Subsequent Transfer Date, cash or Eligible
Investments having a value approximately equal to 3.25% of the aggregate
Contract Value of the Subsequent Receivables conveyed to the Issuer on such
Subsequent Transfer Date.

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

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

         "Stated Fixed Interest Rate Swap Rate" means with respect to the
Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes, the
fixed interest rate of 4.2130%, 4.9950%, 4.3230% and 4.4675%, respectively.

         "Statistical Contract Value" of a Receivable means either (i) the
sum of the present value of the scheduled and unpaid payments on the
Receivable, discounted monthly at an annual rate equal to its APR (instead
of the weighted average APR of the Initial Receivables), plus any amount of
past due payments, or (ii) the current balance of the Receivable on the
Servicer's records, depending upon the type of Receivable.

         "Subsequent Case Assets" is defined in Section 2.2 of the Case
Purchase Agreement.

         "Subsequent Case Purchase Price" is defined in Section 2.5(b) of
the Case Purchase Agreement.

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

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

         "Subsequent Cutoff Date APR" means, with respect to any Subsequent
Cutoff Date, the Specified Discount Factor.



                                   A-32
<PAGE>

         "Subsequent NH Assets" is defined in Section 2.2 of the NH
Purchase Agreement.

         "Subsequent NH Purchase Price" is defined in Section 2.5(b) of the
NH Purchase Agreement.

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

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

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

         "Subsequent Transfer Date" means with respect to a Subsequent
Receivable, any Business Day during the Funding Period on which Subsequent
Receivables are to be transferred to the Issuer and a Subsequent Transfer
Assignment is executed and delivered to the Trustee and the Indenture
Trustee pursuant to Section 2.2 of the Sale and Servicing Agreement.

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

          "Telerate Page 3750" means the display page currently so
designated on the Bridge's Telerate Service (or such other page as may
replace that page on that service for the purpose of displaying comparable
rates or prices.

         "TIA" means the Trust Indenture Act.

         "Total Distribution Amount" means, with respect to any Payment
Date, the aggregate amount of collections on or with respect to the
Receivables (including collections received after the end of the preceding
calendar month on any Subsequent Receivables added to the Trust after the
end of that preceding calendar month and on or before that Payment Date)
with respect to the related Collection Period plus the Negative Carry
Amount for such Collection Period. Collections on or with respect to the
Receivables include all payments made by or on behalf of the Obligors
(including any late fees, prepayment charges, extension fees and other
administrative fees or similar charges allowed by applicable law with
respect to the Receivables), any proceeds from insurance policies covering
the Financed Equipment or related Obligor, Liquidation Proceeds, the
Purchase Amount of each Receivable that became a Purchased Receivable in
respect of the related Collection Period (to the extent deposited into the
Collection Account), Investment Earnings for such Payment Date, payments


                                   A-33
<PAGE>

made by a Dealer pursuant to its obligation (if any) to pay the Termination
Value pursuant to the related Lease and pursuant to the related Dealer
Agreement with respect to such Receivable (other than amounts paid from
Dealer reserve accounts maintained with Case Credit), Net Swap Receipts and
the Remaining Pre-Funded Amount, on the Payment Date specified in Section
5.7(b) of the Sale and Servicing Agreement; provided, however, that the
Total Distribution Amount shall not include: (i) all payments or proceeds
(including Liquidation Proceeds) of any Receivables the Purchase Amount of
which has been included in the Total Distribution Amount in a prior
Collection Period, (ii) any Recoveries or (iii) amounts released from the
Pre-Funding Account.

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

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

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

         "Trust" means the Issuer.

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

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

         "Trust Agreement" means the Trust Agreement dated as of March 1,
2002 between the Seller and the Trustee, as the same may be amended and
supplemented from time to time.

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

         "Trust Estate" means (a) with respect to the Indenture, all the
money, instruments, rights and other property that are subject or intended
to be subject to the Lien and security interest of the Indenture for the
benefit of the Noteholders (including all property and interests Granted to
the Indenture Trustee), including all proceeds thereof, and (b) with
respect to the Trust Agreement, all right, title and interest of the Trust




                                   A-34
<PAGE>

in and to the property and rights assigned to the Trust pursuant to Article
II of the Sale and Servicing Agreement, all funds on deposit from time to
time in the Trust Accounts and the Certificate Distribution Account and all
other property of the Trust from time to time, including any rights of the
Trustee and the Trust pursuant to the Sale and Servicing Agreement and the
Administration Agreement.

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

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

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

         "Trustee" means The Bank of New York, a New York banking
corporation, not in its individual capacity but solely as trustee under the
Trust Agreement, and any successor Trustee thereunder.

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

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

         "Underwriting Agreement" means the Underwriting Agreement dated
March 20, 2002 among Banc of America Securities LLC and Credit Suisse First
Boston Corporation as representatives of the several underwriters named
therein, CNHCR and Case Credit.

         "USD-LIBOR Reference Banks Rate" means the Class A-3 USD-LIBOR
Reference Banks Rate, Class A-3 USD-LIBOR Reference Banks Rate, the Class B
USD-LIBOR Reference Banks Rate or the Class C USD-LIBOR Reference Banks
Rate, as applicable.



                                   A-35





<PAGE>


                                                                 EXHIBIT A-1
                                                                to Indenture



                                FORM OF A-1 NOTES


REGISTERED                                                 $162,400,000/1
No. R-1                                                CUSIP NO. [      ]


     Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued
is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

     THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                          CNH EQUIPMENT TRUST 2002-A

                     2.0825% CLASS A-1 ASSET BACKED NOTES

     CNH Equipment Trust 2002-A, a trust organized and existing under the laws
of the State of Delaware (including any successor, the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of ONE HUNDRED SIXTY-TWO MILLION FOUR HUNDRED THOUSAND DOLLARS
($162,400,000), partially payable on each Payment Date in an amount equal to
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the A-1 Notes pursuant to Section 3.1 of the
Indenture; provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the April 15, 2003 Payment
Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the
Indenture. The Issuer will pay interest on this Note at the rate per annum
shown above, on each Payment Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding
on the preceding Payment Date (after giving effect to all payments of
principal made on the preceding Payment Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Note will accrue
for each Payment Date from the most recent Payment Date on which interest has
been paid to but excluding the then current Payment Date or, if no interest
has yet been paid, from the date hereof. Interest will be computed on the

-------------------------------
1  Denominations of $1,000 and in greater whole-dollar denominations in excess
   thereof.

<PAGE>


basis of a 360-day year of actual days. Such principal of and interest on this
Note shall be paid in the manner specified in the Indenture.

     The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

     Unless the certificate of authentication hereon has been executed by the
Indenture Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Dated:  March    , 2002

                         CNH EQUIPMENT TRUST 2002-A

                         By: THE BANK OF NEW YORK,
                             not in its individual capacity but solely as
                             Trustee under the Trust Agreement


                         By:  ___________________________________________
                              Name:______________________________________
                              Title______________________________________



<PAGE>


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

Dated:  March      , 2002




                         BANK ONE, NATIONAL ASSOCIATION, not in its individual
                         capacity but solely as Indenture Trustee


                         By:  __________________________________________________
                              Authorized Signatory




<PAGE>


                               [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 2.0825% Class A-1 Asset Backed Notes (herein called the "A-1
Notes" or the "Notes"), all issued under an Indenture dated as of March 1, 2002
(such Indenture, as supplemented or amended, is herein called the "Indenture")
between the Issuer and Bank One, National Association, not in its individual
capacity but solely as trustee (the "Indenture Trustee", which term includes any
successor Indenture Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are not otherwise defined herein and
that are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.

     The Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture.

     The Issuer shall pay interest on overdue installments of interest at
the A-1 Note Rate to the extent lawful.

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in the Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection
therewith, against: (i) the Indenture Trustee or the Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner, beneficiary, agent, officer, director or employee
of: (a) the Indenture Trustee or the Trustee in their individual capacities,
(b) any holder of a beneficial interest in the Issuer, the Trustee or the
Indenture Trustee or of (c) any successor or assign of the Indenture Trustee
or the Trustee in their individual capacities, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any
unpaid consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity.

     It is the intent of the Seller, the Servicer, the Noteholders and the
Note Owners that, for purposes of Federal and State income tax and any other
tax measured in whole or in part by income, the Notes qualify as indebtedness
of the Trust. Each Noteholder or Note Owner, by acceptance of a Note, or, in
the case of a Note Owner, a beneficial interest in a Note, agrees to treat,
and to take no action inconsistent with the treatment of, the Notes for such
tax purposes as indebtedness of the Trust.

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Seller or the Issuer, or join in any institution
against the Seller or the Issuer of, any bankruptcy, reorganization or


<PAGE>

arrangement, insolvency or liquidation proceedings under any United States
Federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.

     This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither Bank One, National Association, in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture, it being expressly
understood that said covenants, obligations and indemnifications have been made
by the Indenture Trustee for the sole purposes of binding the interests of the
Indenture Trustee in the assets of the Issuer. The Holder of this Note by the
acceptance hereof, and each Note Owner by the acceptance of a beneficial
interest herein, each agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
and Note Owner shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.



<PAGE>


                                   ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

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

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________

--------------------------------------------------------------------------------
                        (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints --------------------- , attorney, to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated:______________________________     __________________________________*/

                                         Signature Guaranteed:





----------------------------------------------------
                                         Signatures must be guaranteed by an
                                         "eligible guarantor institution"
                                         meeting the requirements of the Note
                                         Registrar, which requirements
                                         include membership or participation
                                         in STAMP or such other "signature
                                         guarantee program" as may be
                                         determined by the Note Registrar in
                                         addition to, or in substitution for,
                                         STAMP, all in accordance with the
                                         Securities Exchange Act of 1934, as
                                         amended.


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

*/    NOTE: The signature to this assignment must correspond with the name of
      the registered owner as it appears on the face of the within Note in
      every particular without alteration, enlargement or any change
      whatsoever.



<PAGE>





                                                              EXHIBIT A-2
                                                             to Indenture



                                FORM OF A-2 NOTES


REGISTERED                                                   $235,456,000/2
No. R-1                                               CUSIP NO. [        ]


     Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued
is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

     THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                          CNH EQUIPMENT TRUST 2002-A

                     3.1300% CLASS A-2 ASSET BACKED NOTES

     CNH Equipment Trust 2002-A, a trust organized and existing under the laws
of the State of Delaware (including any successor, the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of TWO HUNDRED THIRTY-FIVE MILLION FOUR HUNDRED FIFTY-SIX
THOUSAND DOLLARS ($235,456,000), partially payable on each Payment Date in an
amount equal to the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the A-2 Notes pursuant to
Section 3.1 of the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of the
September 15, 2004 Payment Date and the Redemption Date, if any, pursuant to
Section 10.1(a) of the Indenture. Except as provided in Section 5.4 of the
Indenture, no payments of principal of the Notes will be made until the
principal of the A-1 Notes has been paid in full. The Issuer will pay interest
on this Note at the A-2 Note Rate, on each Payment Date until the principal of
this Note is paid or made available for payment, on the principal amount of
this Note outstanding on the preceding Payment Date (after giving effect to
all payments of principal made on the preceding Payment Date), subject to
certain limitations contained in Section 3.1 of the Indenture. Interest on
this Note will accrue for each Payment Date from the most recent Payment Date
on which interest has been paid to but excluding the then current Payment Date
or, if no interest has yet been paid, from the date hereof. Interest will be

-------------------------------
2       Denominations of $1,000 and in greater whole-dollar denominations in
        excess thereof.
<PAGE>

computed on the basis of a 360-day year consisting of twelve 30-day months.
Such principal of and interest on this Note shall be paid in the manner
specified in the Indenture.

     The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.

     Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

     Unless the certificate of authentication hereon has been executed by the
Indenture Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Dated:  March ____, 2002

                         CNH EQUIPMENT TRUST 2002-A

                         By: THE BANK OF NEW YORK,
                             not in its individual capacity but
                             solely as Trustee under the Trust Agreement


                         By:  __________________________________________
                               Name:____________________________________
                               Title____________________________________



<PAGE>


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

Dated:  March ___, 2002




                    BANK ONE, NATIONAL ASSOCIATION, not in its individual
                    capacity but solely as Indenture Trustee


                    By:  _________________________________________________
                         Authorized Signatory




<PAGE>


                             [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Floating 3.1300% Class A-2 Asset Backed Notes (herein called
the "A-2 Notes" or the "Notes"), all issued under an Indenture dated as of
March 1, 2002 (such Indenture, as supplemented or amended, is herein called
the "Indenture") between the Issuer and Bank One, National Association, not in
its individual capacity but solely as trustee (the "Indenture Trustee", which
term includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuer,
the Indenture Trustee and the Holders of the Notes. The Notes are subject to
all terms of the Indenture. All terms used in this Note that are not otherwise
defined herein and that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.

     The Notes, the A-1 Notes, the A-3 Notes and the A-4 Notes are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture.

     The Issuer shall pay interest on overdue installments of interest at the
A-2 Note Rate to the extent lawful.

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in the Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection
therewith, against: (i) the Indenture Trustee or the Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner, beneficiary, agent, officer, director or employee
of: (a) the Indenture Trustee or the Trustee in their individual capacities,
(b) any holder of a beneficial interest in the Issuer, the Trustee or the
Indenture Trustee or of (c) any successor or assign of the Indenture Trustee
or the Trustee in their individual capacities, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any
unpaid consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity.

     It is the intent of the Seller, the Servicer, the Noteholders and the
Note Owners that, for purposes of Federal and State income tax and any other
tax measured in whole or in part by income, the Notes qualify as indebtedness
of the Trust. Each Noteholder or Note Owner, by acceptance of a Note, or, in
the case of a Note Owner, a beneficial interest in a Note, agrees to treat,
and to take no action inconsistent with the treatment of, the Notes for such
tax purposes as indebtedness of the Trust.

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Seller or the Issuer, or join in any institution
against the Seller or the Issuer of, any bankruptcy, reorganization or
arrangement, insolvency or liquidation proceedings under any United States


<PAGE>

Federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.

     This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither Bank One, National Association, in
its individual capacity, any owner of a beneficial interest in the Issuer, nor
any of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Indenture Trustee for the sole purposes
of binding the interests of the Indenture Trustee in the assets of the Issuer.
The Holder of this Note by the acceptance hereof, and each Note Owner by the
acceptance of a beneficial interest herein, each agrees that, except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Holder and Note Owner shall have no claim against any
of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.



<PAGE>


                                  ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

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

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

--------------------------------------------------------------------------------
                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ______________________, attorney, to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated: ___________________         ___________________________________________*/

                                   Signature Guaranteed:





---------------------------------------------------
                                   Signatures must be guaranteed by an
                                   "eligible guarantor institution"
                                   meeting the requirements of the Note
                                   Registrar, which requirements
                                   include membership or participation
                                   in STAMP or such other "signature
                                   guarantee program" as may be
                                   determined by the Note Registrar in
                                   addition to, or in substitution for,
                                   STAMP, all in accordance with the
                                   Securities Exchange Act of 1934, as
                                   amended.


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

*/    NOTE: The signature to this assignment must correspond with the name of
      the registered owner as it appears on the face of the within Note in
      every particular without alteration, enlargement or any change
      whatsoever.



<PAGE>




                                                                EXHIBIT A-3
                                                               to Indenture



                                FORM OF A-3 NOTES


REGISTERED                                                     $356,019,000/3
No. R-1                                                 CUSIP NO. [        ]


     Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued
is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

     THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                          CNH EQUIPMENT TRUST 2002-A

                  FLOATING RATE CLASS A-3 ASSET BACKED NOTES

     CNH Equipment Trust 2002-A, a trust organized and existing under the laws
of the State of Delaware (including any successor, the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of THREE HUNDRED FIFTY-SIX MILLION NINETEEN THOUSAND DOLLARS
($356,019,000), partially payable on each Payment Date in an amount equal to
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the A-3 Notes pursuant to Section 3.1 of the
Indenture; provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the July 17, 2006 Payment Date
and the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture.
Except as provided in Section 5.4 of the Indenture, no payments of principal
of the Notes will be made until the principal of the A-1 Notes and the A-2
Notes has been paid in full. The Issuer will pay interest on this Note at the
A-3 Note Rate, on each Payment Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date), subject to certain
limitations contained in Section 3.1 of the Indenture. Interest on this Note
will accrue for each Payment Date from the most recent Payment Date on which

--------------------------------
3       Denominations of $1,000 and in greater whole-dollar denominations in
        excess thereof.
<PAGE>

interest has been paid to but excluding the then current Payment Date or, if
no interest has yet been paid, from the date hereof. Interest will be computed
on the basis of a 360-day year and actual days elapsed. Such principal of and
interest on this Note shall be paid in the manner specified in the Indenture.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture referred to on the reverse hereof, or be valid
or obligatory for any purpose.



<PAGE>


     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Dated:  March ___, 2002

                        CNH EQUIPMENT TRUST 2002-A

                         BY: THE BANK OF NEW YORK,
                             not in its individual capacity but
                             solely as Trustee under the Trust Agreement


                         By:  __________________________________________
                              Name:_____________________________________
                              Title:____________________________________




<PAGE>


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

Dated:  March ___, 2002




                                   BANK ONE, NATIONAL ASSOCIATION,
`                                  not in its individual capacity but
                                   solely as Indenture Trustee


                                   By:  ________________________________
                                         Authorized Signatory




<PAGE>


                               [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Floating Rate Class A-3 Asset Backed Notes (herein called
the "A-3 Notes" or the "Notes"), all issued under an Indenture dated as of
March 1, 2002 (such Indenture, as supplemented or amended, is herein called
the "Indenture") between the Issuer and Bank One, National Association, not in
its individual capacity but solely as trustee (the "Indenture Trustee", which
term includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuer,
the Indenture Trustee and the Holders of the Notes. The Notes are subject to
all terms of the Indenture. All terms used in this Note that are not otherwise
defined herein and that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.

     The Notes, the A-1 Notes, the A-2 Notes and the A-4 Notes are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture.

     The Issuer shall pay interest on overdue installments of interest at the
A-3 Note Rate to the extent lawful.

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in the Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection
therewith, against: (i) the Indenture Trustee or the Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner, beneficiary, agent, officer, director or employee
of: (a) the Indenture Trustee or the Trustee in their individual capacities,
(b) any holder of a beneficial interest in the Issuer, the Trustee or the
Indenture Trustee or of (c) any successor or assign of the Indenture Trustee
or the Trustee in their individual capacities, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any
unpaid consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity.

     It is the intent of the Seller, the Servicer, the Noteholders and the
Note Owners that, for purposes of Federal and State income tax and any other
tax measured in whole or in part by income, the Notes qualify as indebtedness
of the Trust. Each Noteholder or Note Owner, by acceptance of a Note, or, in
the case of a Note Owner, a beneficial interest in a Note, agrees to treat,
and to take no action inconsistent with the treatment of, the Notes for such
tax purposes as indebtedness of the Trust.

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Seller or the Issuer, or join in any institution
against the Seller or the Issuer of, any bankruptcy, reorganization or
arrangement, insolvency or liquidation proceedings under any United States

<PAGE>

Federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.

     This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither Bank One, National Association, in
its individual capacity, any owner of a beneficial interest in the Issuer, nor
any of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Indenture Trustee for the sole purposes
of binding the interests of the Indenture Trustee in the assets of the Issuer.
The Holder of this Note by the acceptance hereof, and each Note Owner by the
acceptance of a beneficial interest herein, each agrees that, except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Holder and Note Owner shall have no claim against any
of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.



<PAGE>


                                  ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

--------------------------------------------------------------------------------
     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________


--------------------------------------------------------------------------------
                       (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _________ , attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:_____________________        ___________________________________________*/

                                   Signature Guaranteed:





-------------------------------------------------
                                   Signatures must be guaranteed by an
                                   "eligible guarantor institution"
                                   meeting the requirements of the Note
                                   Registrar, which requirements
                                   include membership or participation
                                   in STAMP or such other "signature
                                   guarantee program" as may be
                                   determined by the Note Registrar in
                                   addition to, or in substitution for,
                                   STAMP, all in accordance with the
                                   Securities Exchange Act of 1934, as
                                   amended.


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

*/   NOTE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in
     every particular without alteration, enlargement or any change
     whatsoever.



<PAGE>





                                                                EXHIBIT A-4
                                                               to Indenture



                               FORM OF A-4 NOTES


REGISTERED                                                   $183,625,000/4
No. R-1                                               CUSIP NO. [         ]


     Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued
is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

     THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                          CNH EQUIPMENT TRUST 2002-A

                  FLOATING RATE CLASS A-4 ASSET BACKED NOTES

     CNH Equipment Trust 2002-A, a trust organized and existing under the
laws of the State of Delaware (including any successor, the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of ONE HUNDRED EIGHTY-THREE MILLION SIX HUNDRED TWENTY-FIVE
THOUSAND DOLLARS ($183,625,000), partially payable on each Payment Date in an
amount equal to the aggregate amount, if any, payable from the Note Distribution
Account in respect of principal on the A-4 Notes pursuant to Section 3.1 of the
Indenture; provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the August 15, 2008 Payment Date
and the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture.
Except as provided in Section 5.4 of the Indenture, no payments of principal of
the Notes will be made until the principal of the A-1 Notes, the A-2 Notes and
the A-3 Notes has been paid in full. The Issuer will pay interest on this Note
at the rate per annum shown above, on each Payment Date until the principal of
this Note is paid or made available for payment, on the principal amount of this
Note outstanding on the preceding Payment Date (after giving effect to all
payments of principal made on the preceding Payment Date), subject to certain
limitations contained in Section 3.1 of the Indenture. Interest on this Note

--------------------------------
4    Denominations of $1,000 and in greater whole-dollar denominations in
     excess thereof.

<PAGE>

will accrue for each Payment Date from the most recent Payment Date on which
interest has been paid to but excluding the then current Payment Date or, if no
interest has yet been paid, from the date hereof. Interest will be computed on
the basis of a 360-day year and actual days elapsed. Such principal of and
interest on this Note shall be paid in the manner specified in the Indenture.

     The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

     Unless the certificate of authentication hereon has been executed by the
Indenture Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.



<PAGE>


     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Dated:  March ___, 2002

                           CNH EQUIPMENT TRUST 2002-A

                           BY:  THE BANK OF NEW YORK,
                                not in its individual capacity but solely
                                as Trustee under the Trust Agreement


                           By:  ________________________________________________
                                Name:___________________________________________
                                Title:__________________________________________




<PAGE>


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

Dated:  March ___, 2002




                            BANK ONE, NATIONAL ASSOCIATION, not in
                            its individual capacity but solely as
                            Indenture Trustee

                             By:  ______________________________________________
                                  Authorized Signatory




<PAGE>


                               [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Floating Rate Class A-4 Asset Backed Notes (herein called
the "A-4 Notes" or the "Notes"), all issued under an Indenture dated as of
March 1, 2002 (such Indenture, as supplemented or amended, is herein called
the "Indenture") between the Issuer and Bank One, National Association, not in
its individual capacity but solely as trustee (the "Indenture Trustee", which
term includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuer,
the Indenture Trustee and the Holders of the Notes. The Notes are subject to
all terms of the Indenture. All terms used in this Note that are not otherwise
defined herein and that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.

     The Notes, the A-1 Notes, the A-2 Notes and the A-3 Notes are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture.

     The Issuer shall pay interest on overdue installments of interest at the
A-4 Note Rate to the extent lawful.

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in the Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection
therewith, against: (i) the Indenture Trustee or the Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner, beneficiary, agent, officer, director or employee
of: (a) the Indenture Trustee or the Trustee in their individual capacities,
(b) any holder of a beneficial interest in the Issuer, the Trustee or the
Indenture Trustee or of (c) any successor or assign of the Indenture Trustee
or the Trustee in their individual capacities, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any

<PAGE>

unpaid consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity.

     It is the intent of the Seller, the Servicer, the Noteholders and the
Note Owners that, for purposes of Federal and State income tax and any other
tax measured in whole or in part by income, the Notes qualify as indebtedness
of the Trust. Each Noteholder or Note Owner, by acceptance of a Note, or, in
the case of a Note Owner, a beneficial interest in a Note, agrees to treat,
and to take no action inconsistent with the treatment of, the Notes for such
tax purposes as indebtedness of the Trust.

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Seller or the Issuer, or join in any institution
against the Seller or the Issuer of, any bankruptcy, reorganization or
arrangement, insolvency or liquidation proceedings under any United States
Federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.

     This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither Bank One, National Association, in
its individual capacity, any owner of a beneficial interest in the Issuer, nor
any of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Indenture Trustee for the sole purposes
of binding the interests of the Indenture Trustee in the assets of the Issuer.
The Holder of this Note by the acceptance hereof, and each Note Owner by the
acceptance of a beneficial interest herein, each agrees that, except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Holder and Note Owner shall have no claim against any
of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.



<PAGE>


                                  ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

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

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________


--------------------------------------------------------------------------------
                (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ___________, attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:_____________________        ___________________________________________*/

                                   Signature Guaranteed:





--------------------------------------------------------------
                                   Signatures must be guaranteed by an
                                   "eligible guarantor institution"
                                   meeting the requirements of the Note
                                   Registrar, which requirements
                                   include membership or participation
                                   in STAMP or such other "signature
                                   guarantee program" as may be
                                   determined by the Note Registrar in
                                   addition to, or in substitution for,
                                   STAMP, all in accordance with the
                                   Securities Exchange Act of 1934, as
                                   amended.





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

*/    NOTE: The signature to this assignment must correspond with the name of
      the registered owner as it appears on the face of the within Note in
      every particular without alteration, enlargement or any change
      whatsoever.



<PAGE>




                                                                   EXHIBIT A-5
                                                                  to Indenture



                              FORM OF CLASS B NOTES
                              ----------------------


REGISTERED                                                        $30,000,000/5
No. R-1                                                  CUSIP NO. [          ]


     Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued
is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

     THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                           CNH EQUIPMENT TRUST 2002-A

                  FLOATING RATE CLASS B ASSET BACKED NOTES

     CNH Equipment Trust 2002-A, a trust organized and existing under the laws
of the State of Delaware (including any successor, the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of THIRTY MILLION DOLLARS ($30,000,000), partially payable on
each Payment Date in an amount equal to the aggregate amount, if any, payable
from the Note Distribution Account in respect of principal on the Class B
Notes pursuant to Section 3.1 of the Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of the August 15, 2008 Payment Date and the Redemption Date, if any,
pursuant to Section 10.1(a) of the Indenture. No payments of principal of the
Notes will be made on any Payment Date until the principal of the A-1 Notes,
A-2 Notes, A-3 Notes and A-4 Notes due on that Payment Date has been paid in
full. The Issuer will pay interest on this Note at the rate per annum shown
above, on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made
on the preceding Payment Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note will accrue for each
Payment Date from the most recent Payment Date on which interest has been paid

--------------------------------
5    Denominations of $1,000 and in greater whole-dollar denominations in
     excess thereof.

<PAGE>

to but excluding the then current Payment Date or, if no interest has yet been
paid, from the date hereof. Interest will be computed on the basis of a
360-day year and actual days elapsed. Such principal of and interest on this
Note shall be paid in the manner specified in the Indenture.

     The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of
this Note.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

     Unless the certificate of authentication hereon has been executed by the
Indenture Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.



<PAGE>


     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Dated:  March ___, 2002




                         CNH EQUIPMENT TRUST 2002-A

                         BY: THE BANK OF NEW YORK,
                             not in its individual capacity but
                             solely as Trustee under the Trust Agreement


                         By:  __________________________________________
                              Name:_____________________________________
                              Title:____________________________________




<PAGE>


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

Dated:  March ___, 2002

                            BANK ONE, NATIONAL ASSOCIATION, not in its
                            individual capacity but solely as Indenture Trustee

                            By:  ____________________________________________
                                 Authorized Signatory




<PAGE>


                             [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Floating Rate Class B Asset Backed Notes (herein called the
"Class B Notes" or the "Notes"), all issued under an Indenture dated as of
March 1, 2002 (such Indenture, as supplemented or amended, is herein called
the "Indenture") between the Issuer and Bank One, National Association, not in
its individual capacity but solely as trustee (the "Indenture Trustee", which
term includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuer,
the Indenture Trustee and the Holders of the Notes. The Notes are subject to
all terms of the Indenture. All terms used in this Note that are not otherwise
defined herein and that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.

     The Class B Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture, but the
interest of the Class B Noteholders in such collateral is subordinated and
second to the rights of the Class A Noteholders.

     The Issuer shall pay interest on overdue installments of interest at the
Class B Note Rate to the extent lawful.

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in the Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection
therewith, against: (i) the Indenture Trustee or the Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner, beneficiary, agent, officer, director or employee
of: (a) the Indenture Trustee or the Trustee in their individual capacities,
(b) any holder of a beneficial interest in the Issuer, the Trustee or the
Indenture Trustee or of (c) any successor or assign of the Indenture Trustee
or the Trustee in their individual capacities, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any
unpaid consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity.

     It is the intent of the Seller, the Servicer, the Noteholders and the
Note Owners that, for purposes of Federal and State income tax and any other
tax measured in whole or in part by income, the Notes qualify as indebtedness
of the Trust. Each Noteholder or Note Owner, by acceptance of a Note, or, in
the case of a Note Owner, a beneficial interest in a Note, agrees to treat,
and to take no action inconsistent with the treatment of, the Notes for such
tax purposes as indebtedness of the Trust.

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Seller or the Issuer, or join in any institution
against the Seller or the Issuer of, any bankruptcy, reorganization or
arrangement, insolvency or liquidation proceedings under any United States


<PAGE>

Federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.

     This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither Bank One, National Association, in
its individual capacity, any owner of a beneficial interest in the Issuer, nor
any of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Indenture Trustee for the sole purposes
of binding the interests of the Indenture Trustee in the assets of the Issuer.
The Holder of this Note by the acceptance hereof, and each Note Owner by the
acceptance of a beneficial interest herein, each agrees that, except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Holder and Note Owner shall have no claim against any
of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.



<PAGE>


                                  ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

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

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto


--------------------------------------------------------------------------------
                    (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints __________ , attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:______________________        __________________________________________*/

                                    Signature Guaranteed:





--------------------------------------------------------------
                                    Signatures must be guaranteed by an
                                    "eligible guarantor institution"
                                    meeting the requirements of the Note
                                    Registrar, which requirements
                                    include membership or participation
                                    in STAMP or such other "signature
                                    guarantee program" as may be
                                    determined by the Note Registrar in
                                    addition to, or in substitution for,
                                    STAMP, all in accordance with the
                                    Securities Exchange Act of 1934, as
                                    amended.





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

*/    NOTE: The signature to this assignment must correspond with the name of
      the registered owner as it appears on the face of the within Note in
      every particular without alteration, enlargement or any change
      whatsoever.



<PAGE>


                                                               EXHIBIT A-6
                                                              to Indenture



                             FORM OF CLASS C NOTES


REGISTERED                                                        $32,500,000/6
No. R-1                                                  CUSIP NO. [         ]


     Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued
is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

     THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                          CNH EQUIPMENT TRUST 2002-A

                   FLOATING RATE CLASS C ASSET BACKED NOTES

     CNH Equipment Trust 2002-A, a trust organized and existing under the laws
of the State of Delaware (including any successor, the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of THIRTY-TWO MILLION FIVE HUNDRED THOUSAND DOLLARS
($32,500,000), partially payable on each Payment Date in an amount equal to
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class C Notes pursuant to Section 3.1 of the
Indenture; provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the March 15, 2010 Payment
Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the
Indenture. No payments of principal of the Notes will be made on any Payment
Date until the principal of the A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and
Class B Notes due on that Payment Date has been paid in full. The Issuer will
pay interest on this Note at the rate per annum shown above, on each Payment
Date until the principal of this Note is paid or made available for payment,
on the principal amount of this Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding
Payment Date), subject to certain limitations contained in Section 3.1 of the
Indenture. Interest on this Note will accrue for each Payment Date from the

--------------------------------
6   Denominations of $1,000 and in greater whole-dollar denominations in
    excess thereof.



<PAGE>

most recent Payment Date on which interest has been paid to but excluding the
then current Payment Date or, if no interest has yet been paid, from the date
hereof. Interest will be computed on the basis of a 360-day year and actual
days elapsed. Such principal of and interest on this Note shall be paid in the
manner specified in the Indenture.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture referred to on the reverse hereof, or be valid
or obligatory for any purpose.



<PAGE>


     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Dated:  March ___, 2002




                          CNH EQUIPMENT TRUST 2002-A

                          BY: THE BANK OF NEW YORK,
                               not in its individual capacity but solely as
                               Trustee under the Trust Agreement


                          By:  __________________________________________
                               Name:_____________________________________
                               Title:____________________________________




<PAGE>


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

Dated:  March ___, 2002

                           BANK ONE, NATIONAL ASSOCIATION, not in
                           its individual capacity but solely
                           as Indenture Trustee

                           By:  ___________________________________
                                Authorized Signatory




<PAGE>


                               [REVERSE OF NOTE]


      This Note is one of a duly authorized issue of Notes of the Issuer,
designated as Floating Rate Class C Asset Backed Notes (herein called the "Class
C Notes" or the "Notes"), all issued under an Indenture dated as of March 1,
2002 (such Indenture, as supplemented or amended, is herein called the
"Indenture") between the Issuer and Bank One, National Association, not in its
individual capacity but solely as trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Holders of the Notes. The Notes are subject to all
terms of the Indenture. All terms used in this Note that are not otherwise
defined herein and that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.

     The Class C Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture, but the
interest of the Class C Noteholders in such collateral is subordinated and
third to the rights of the Class A Noteholders and the Class B Noteholders,
respectively.

     The Issuer shall pay interest on overdue installments of interest at the
Class C Note Rate to the extent lawful.

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in the Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection
therewith, against: (i) the Indenture Trustee or the Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner, beneficiary, agent, officer, director or employee
of: (a) the Indenture Trustee or the Trustee in their individual capacities,
(b) any holder of a beneficial interest in the Issuer, the Trustee or the
Indenture Trustee or of (c) any successor or assign of the Indenture Trustee
or the Trustee in their individual capacities, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any
unpaid consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity.

     It is the intent of the Seller, the Servicer, the Noteholders and the
Note Owners that, for purposes of Federal and State income tax and any other
tax measured in whole or in part by income, the Notes qualify as indebtedness
of the Trust. Each Noteholder or Note Owner, by acceptance of a Note, or, in
the case of a Note Owner, a beneficial interest in a Note, agrees to treat,
and to take no action inconsistent with the treatment of, the Notes for such
tax purposes as indebtedness of the Trust.

     Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Seller or the Issuer, or join in any institution
against the Seller or the Issuer of, any bankruptcy, reorganization or

<PAGE>

arrangement, insolvency or liquidation proceedings under any United States
Federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.

     This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither Bank One, National Association, in
its individual capacity, any owner of a beneficial interest in the Issuer, nor
any of their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Indenture Trustee for the sole purposes
of binding the interests of the Indenture Trustee in the assets of the Issuer.
The Holder of this Note by the acceptance hereof, and each Note Owner by the
acceptance of a beneficial interest herein, each agrees that, except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Holder and Note Owner shall have no claim against any
of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.



<PAGE>


                                  ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of assignee

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

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto


--------------------------------------------------------------------------------
                    (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints____________, attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:______________________       ___________________________________________*/

                                   Signature Guaranteed:





-------------------------------------------------
                                   Signatures must be guaranteed by an
                                   "eligible guarantor institution"
                                   meeting the requirements of the Note
                                   Registrar, which requirements
                                   include membership or participation
                                   in STAMP or such other "signature
                                   guarantee program" as may be
                                   determined by the Note Registrar in
                                   addition to, or in substitution for,
                                   STAMP, all in accordance with the
                                   Securities Exchange Act of 1934, as
                                   amended.





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

*/   NOTE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in
     every particular without alteration, enlargement or any change
     whatsoever.



<PAGE>





                                                                      EXHIBIT B
                                                                   to Indenture



                   FORM OF SECTION 3.9 OFFICERS' CERTIFICATE
                   -----------------------------------------


---------------------, ----------


Bank One, National Association
1 Bank One Plaza, Suite IL1-0481
Chicago, Illinois 60670-0126

     Pursuant to Section 3.9 of the Indenture, dated as of March 1, 2002 (the
"Indenture") between CNH Equipment Trust 2002-A (the "Issuer") and Bank One,
National Association, as Indenture Trustee, the undersigned hereby certify
that:

               (a) a review of the activities of the Issuer during the
          previous fiscal year and of performance under the Indenture has been
          made under the supervision of the undersigned; and

               (b) to the best knowledge of the undersigned, based on such
          review, the Issuer has complied with all conditions and covenants
          under the Indenture throughout such year. [or, if there has been a
          default in the compliance of any such condition or covenant, this
          certificate is to specify each such default known to the undersigned
          and the nature and status thereof]

                           CNH EQUIPMENT TRUST 2002-A

                           By:  ___________________________________
                                Name:______________________________
                                Title:_____________________________


                           By:  ___________________________________
                                Name:______________________________
                                Title:_____________________________




<PAGE>


                                  Schedule P

     1.  General. The Indenture creates, or with respect to the
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 applicable
UCC) in all of the Issuer's right, title and interest in, to and under (i) the
Receivables, (ii) the Liquidity Receivables Purchase Agreements (only with
respect to Case Owned Contracts and NH Owned Contracts), (iii) the Sale and
Servicing Agreement (including all rights of the Seller under the Liquidity
Receivables Purchase Agreement and the Purchase Agreements assigned to the
Issuer pursuant to the Sale and Servicing Agreement and (iv) each Interest
Rate Swap Agreement, in each case, in favor of the Indenture Trustee, which,
(a) security interest is enforceable upon execution of the Indenture against
creditors of and purchasers from the Issuer, 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.

     2.  Characterization. The Receivables constitute "tangible chattel
paper" within the meaning of UCC Section 9-102. The rights granted under the
agreements described in clause 1 (ii) through (iv) constitute "general
intangibles" within the meaning of UCC Section 9-102. The Issuer has taken all
steps necessary to perfect its security interest in the property securing the
Receivables.

     3.  Creation. Immediately prior to the grant to the Indenture
Trustee pursuant to the Indenture, the Issuer owns and has good and marketable
title to, or has a valid security interest in, the Receivables free and clear
of any Lien, claim or encumbrance of any Person.

     4.  Perfection. The Issuer 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 the Indenture Trustee under
the Indenture in the Receivables. With respect to the Collateral that
constitutes tangible chattel paper, the Servicer or a Subservicer, as
custodian, received possession of such tangible chattel paper after the
Indenture Trustee received a written acknowledgment from such custodian that
it is acting solely as agent of the Indenture Trustee. All financing
statements filed under this clause 4 contain a statement that "A purchase of
or security interest in any collateral described in this financing statement
will violate the rights of the Secured Party".

     5.  Priority. Other than the security interest granted to the
Indenture Trustee pursuant to the Indenture, the Issuer has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of
the Collateral. The Issuer has not authorized the filing of and is not aware
of any financing statements against the Issuer that include a description of
collateral covering the Collateral other than any financing statement (i)
relating to the security interest granted to the Indenture Trustee under the
Indenture, (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 Collateral has any marks or notations
indicating that they have pledged, assigned or otherwise conveyed to any

<PAGE>

Person other than the Indenture Trustee. The Issuer is not aware of any
judgment, ERISA or tax lien filings against it.

     6.  Survival of Perfection Representations. Notwithstanding any other
provision of the Indenture or any other Basic Document, the Perfection
Representations contained in this Schedule P shall be continuing, and remain
in full force and effect.

     7.  No Waiver. The parties to the Indenture: (i) shall not, without
obtaining a confirmation of the then-current rating of the Notes, waive any of
the representations and warranties in this Schedule P (the "Perfection
Representations"); (ii) shall provide the Ratings Agencies with prompt written
notice of any breach of the Perfection Representations, and shall not, without
obtaining a confirmation of the then-current rating of the Notes (as
determined after any adjustment or withdrawal of the ratings following notice
of such breach) waive a breach of any of the Perfection Representations.

     8.  Servicer to Maintain Perfection and Priority. The Servicer covenants
that, in order to evidence the interests of Issuer and the Indenture Trustee
under this Agreement, Servicer shall take such action, or execute and deliver
such instruments (other than effecting a Filing (as defined below), unless
such Filing is effected in accordance with this paragraph) as may be necessary
or advisable (including, without limitation, such actions as are requested by
Issuer) to maintain and perfect, as a first priority interest, the Indenture
Trustee's security interest in the Receivables. Servicer shall, from time to
time and within the time limits established by law, prepare and present to the
Indenture Trustee for the Indenture Trustee to authorize (based in reliance on
the Opinion of Counsel hereinafter provided for) the Servicer to file, all
financing statements, amendments, continuations, initial financing statements
in lieu of a continuation statement, terminations, partial terminations,
releases or partial releases, or any other filings necessary or advisable to
continue, maintain and perfect the Indenture Trustee's security interest in
the Receivables as a first-priority interest (each a "Filing"). Servicer shall
present each such Filing to the Indenture Trustee together with (x) an Opinion
of Counsel to the effect that such Filing is (i) consistent with grant of the
security interest to the Indenture Trustee pursuant to the Granting Clause of
this Agreement, (ii) satisfies all requirements and conditions to such Filing
in this Agreement and (iii) satisfies the requirements for a Filing of such
type under the Uniform Commercial Code in the applicable jurisdiction (or if
the Uniform Commercial Code does not apply, the applicable statute governing
the perfection of security interests), and (y) a form of authorization for the
Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and
form of authorization, Issuer shall promptly authorize in writing Servicer to,
and Servicer shall, effect such Filing under the Uniform Commercial Code
without the signature of the Indenture Trustee or Issuer where allowed by
applicable law. Notwithstanding anything else in the Indenture to the
contrary, the Servicer shall not have any authority to effect a Filing without
obtaining written authorization from the Issuer in accordance with this
paragraph (c).