##### 



Exhibit 10.2.6 FIFTH AMENDMENT, dated as of January 11, 2005 (this Amendment), to the Amended
and Restated Transfer and Administration Agreement (the Agreement), dated as of December
15, 2000, as amended as of January 15, 2002, as of January 14, 2003, as of January 13, 2004 and as
of April 19, 2004, by and among CNH Capital Receivables LLC (formerly known as CNH Capital
Receivables Inc.), a Delaware limited liability company, as transferor (the Transferor),
CNH Capital America LLC (formerly known as Case Credit Corporation), a Delaware limited liability
company (CNH Capital), in its individual capacity and as Servicer (the
Servicer), the several commercial paper conduits listed on Schedule I thereto and their
respective permitted successors and assigns (the CP Conduit Purchasers), the several
banks party thereto (the APA Banks), the agent banks party thereto (the Funding
Agents) and JPMorgan Chase Bank, National Association (formerly known as JPMorgan Chase Bank),
as administrative agent for the CP Conduit Purchasers, the APA Banks and the Funding Agents (the
Administrative Agent). W I T N E S S E T H: WHEREAS, the Transferor has requested, and, upon this Amendment becoming effective, the
Servicer, the CP Conduit Purchasers, the APA Banks, the Funding Agents and the Administrative Agent
have agreed, that certain provisions of the Agreement be amended in the manner provided for in this
Amendment. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Defined Terms. All capitalized terms defined in the Agreement and used herein
shall have the meanings given to them therein. 2. Amendments to Article I. Article I of the Agreement is hereby amended by deleting
therefrom the definitions of the following defined terms in their respective entireties and
substituting in lieu thereof the following new definitions: Discounted Present Value shall mean, on any Settlement Date, an amount equal
to the present value, discounted at a rate per annum equal to the sum of (i) the Cap Strike
Rate for such Settlement Date and (ii) the sum of (A) the product of 1.50 times the Net Loss
Percentage for such Settlement Date, (B) 1.02% and (C) the Applicable Margin on such
Settlement Date, of the payments on a Receivable having (x) equal monthly payments in an
amount equal to the Monthly Payment Amount on such Settlement Date and (y) a term to
maturity equal to the Weighted Average Maturity on such Settlement Date. Required Enhancement Percentage shall mean on any Settlement Date (i) during
any period when the unsecured long-term debt of CNH Global N.V. is rated at least BB by S&P
and at least Ba2 by Moodys, 2% and (ii) during any period when the unsecured long-term debt
of CNH Global N.V. does not satisfy the ratings required by clause (i) hereof, 4%; provided,
however, that if (A) the Net Loss Percentage on any Settlement Date exceeds 4.00% or (B) the
CNH Portfolio Delinquency Ratio on any Settlement Date exceeds 4.00%, the Required
Enhancement Percentage on such Settlement Date shall equal the sum of 2% and the percentage
set forth in clause (i) or (ii) then applicable.




---



##### 



2 Scheduled Expiry Date shall mean, with respect to any Purchaser, the later of
(a) January 10, 2006 and (b) the last day of any extension of such Purchasers Commitment
made in accordance with Section 3.1(c). 3. Amendments to Fee Letter. The Fee Letter referred to in the Agreement is hereby
amended (a) to provide that the Program Fee Rate shall be: (i) during any period when the unsecured long-term debt of CNH Global N.V. is
rated at least BB+ by S&P and at least Ba1 by Moodys, 0.600% per annum; (ii) during any period when the unsecured long-term debt of CNH Global N.V.
does not satisfy the ratings required by clause (a)(i) hereof and the unsecured
long-term debt of CNH Global N.V. is rated at least BB by S&P and at least Ba2 by
Moodys, 0.650% per annum; (iii) during any period when the unsecured long-term debt of CNH Global N.V.
does not satisfy the ratings required by clause (a)(i) or (ii) hereof and the
unsecured long-term debt of CNH Global N.V. is rated at least BB- by S&P and at
least Ba3 by Moodys, 0.750% per annum; (iv) during any period when the unsecured long-term debt of CNH Global N.V.
does not satisfy the ratings required by clause (a)(i), (ii) or (iii) hereof and the
unsecured long-term debt of CNH Global N.V. is rated at least B+ by S&P and at least
B1 by Moodys, 0.800% per annum; (v) during any period when the unsecured long-term debt of CNH Global N.V. does
not satisfy the ratings required by clause (a)(i), (ii), (iii) or (iv) hereof and
the unsecured long-term debt of CNH Global N.V. is rated at least B by S&P and at
least B2 by Moodys, 0.850% per annum; (vi) during any period when the unsecured long-term debt of CNH Global N.V.
does not satisfy the ratings required by clause (a)(i), (ii), (iii), (iv) or (v)
hereof and the unsecured long-term debt of CNH Global N.V. is rated at least B- by
S&P and at least B3 by Moodys, 0.950% per annum; and (vii) during any period when the unsecured long-term debt of CNH Global N.V.
does not satisfy the ratings required by clause (a)(i), (ii), (iii), (iv), (v) or
(vi) hereof, 1.05% per annum, and (b) to provide that the Unused Fee Rate shall be: (i) during any period when the unsecured long-term debt of CNH Global N.V. is
rated at least BB- by S&P and at least Ba3 by Moodys, 0.200% per annum; (ii) during any period when the unsecured long-term debt of CNH Global N.V.
does not satisfy the ratings required by clause (b)(i) hereof and the




---



##### 



3 unsecured long-term debt of CNH Global N.V. is rated at least B+ by S&P and at
least B1 by Moodys, 0.250% per annum; (iii) during any period when the unsecured long-term debt of CNH Global N.V.
does not satisfy the ratings required by clause (b)(i) or (ii) hereof and the
unsecured long-term debt of CNH Global N.V. is rated at least B by S&P and at least
B2 by Moodys, 0.400% per annum; (iv) during any period when the unsecured long-term debt of CNH Global N.V.
does not satisfy the ratings required by clause (b)(i), (ii) or (iii) hereof and the
unsecured long-term debt of CNH Global N.V. is rated at least B- by S&P and at least
B3 by Moodys, 0.500% per annum; and (v) during any period when the unsecured long-term debt of CNH Global N.V. does
not satisfy the ratings required by clause (b)(i), (ii), (iii) or (iv) hereof,
0.600% per annum. 4. Conditions to Effectiveness. This Amendment shall become effective on January 11,
2005 (the Amendment Effective Date) if each of the following conditions precedent shall
have been satisfied on or prior to such day: (a) The Administrative Agent shall have received, with a copy for each Funding Agent, this
Amendment duly executed and delivered by the Transferor, the Servicer, each CP Conduit Purchaser,
each APA Bank and the Administrative Agent; (b) The representations and warranties of the Transferor, the Servicer and each Seller
contained in the Basic Documents shall be true and correct in all material respects as of the
Amendment Effective Date; and (c) The Transferor shall have paid to each CP Conduit Purchaser or the APA Bank with respect
to each CP Conduit Purchaser a non-refundable renewal fee in an amount equal to 0.08% of the APA
Bank Commitment Amount of such APA Bank. 5. Miscellaneous. (a) Payment of Expenses. The Transferor agrees to pay or reimburse the Administrative
Agent and each Purchaser for all of its out-of-pocket costs and reasonable expenses incurred in
connection with this Amendment; provided, however, that the obligation of the Transferor to pay or
reimburse the Administrative Agent and the Purchasers for the reasonable fees and disbursements of
counsel in connection with this Amendment shall be limited to the reasonable fees and disbursements
of Simpson Thacher & Bartlett LLP. (b) No Other Amendments; Confirmation. Except as expressly amended, modified and
supplemented hereby, the provisions of the Agreement are and shall remain in full force and effect. (c) Governing Law; Counterparts. (i) THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE




---



##### 



4 STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS. (ii) This Amendment may be executed in two or more counterparts (and by
different parties on separate counterparts), each of which shall be an original, but
all of which together shall constitute one and the same instrument. A set of the
copies of this Amendment signed by all the parties shall be lodged with the
Administrative Agent. This Amendment may be delivered by facsimile transmission of
the relevant signature pages hereof.




---



##### 



5 IN WITNESS WHEREOF, the Transferor, the Servicer, the CP Conduit Purchasers, the APA Banks and
the Administrative Agent have caused this Amendment to be duly executed by their respective
officers as of the day and year first above written. CNH CAPITAL RECEIVABLES LLC (formerly known as CNH
Capital Receivables Inc.)By:
    
    /s/ Brian J. OKeaneName:  Brian J. OKeaneTitle:  Assistant
TreasurerCNH CAPITAL AMERICA LLC (formerly known as Case
Credit Corporation)By:
    
    /s/ Brian J. OKeaneName:  Brian J. OKeaneTitle:  Assistant
TreasurerJPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), as Administrative AgentBy:
    
    /s/ Beth M. ProvanzanaName:  Beth M. ProvanzanaTitle:  Vice President




---



##### 



PARK AVENUE RECEIVABLES   
COMPANY, LLC, as a CP Conduit PurchaserBy:
    
    /s/ Andrew L. StiddName:  Andrew L. StiddTitle:  PresidentDELAWARE FUNDING COMPANY, LLC, as   
a CP Conduit PurchaserBy: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as attorney-in-fact for Delaware Funding Company, LLCBy:
    
    /s/ Beth M. ProvanzanaAuthorized SignatoryJPMORGAN CHASE BANK, NATIONAL ASSOCIATION (formerly
known as JPMorgan Chase Bank), as an APA BankBy:
    
    /s/ Beth M. ProvanzanaName:  Beth M. ProvanzanaTitle:  Vice PresidentJPMORGAN CHASE BANK,
NATIONAL ASSOCIATION (formerly
known as JPMorgan Chase Bank), as a Funding AgentBy:
    
    /s/ Beth M. ProvanzanaName:  Beth M. ProvanzanaTitle:  Vice President




---



##### 



YC SUSI TRUST,   
as a CP Conduit PurchaserBy:
    
    Bank of America, National Association, as
Administrative TrusteeBy:
    
    /s/ Willem Van BeekName:  Willem Van BeekTitle:  PrincipalBANK OF AMERICA, N.A., as an APA BankBy:
    
    /s/ Willem Van BeekName:  Willem Van BeekTitle:  PrincipalBANK OF AMERICA, N.A., as a Funding AgentBy:
    
    /s/ Willem Van BeekName:  Willem Van BeekTitle:  Principal




---



##### 



ALPINE SECURITIZATION CORP., as a CP    
Conduit PurchaserBy Credit Suisse First Boston as Attorney in FactBy:
    
    /s/ Mark LengelName:  Mark LengelTitle:  DirectorBy:
    
    /s/ Joseph SoaveName:  Joseph SoaveTitle:  DirectorCREDIT SUISSE FIRST BOSTON, NEW YORK   
BRANCH, as an APA BankBy:
    
    /s/ Michael W. KoenitzerName:  Michael W. KoenitzerTitle:  DirectorBy:
    
    /s/ Josh BorgName:  Josh BorgTitle:  Vice PresidentCREDIT SUISSE FIRST BOSTON, NEW YORK   
BRANCH, as a Funding AgentBy:
    
    /s/ Michael W. KoenitzerName:  Michael W. KoenitzerTitle:  DirectorBy:
    
    /s/ Josh BorgName:  Josh BorgTitle:  Vice President




---



##### 



NIEUW AMSTERDAM
RECEIVABLES CORPORATION, as a CP Conduit PurchaserBy:
    
    /s/ Matthew DorrTitle:  Vice PresidentCOÖPERATIEVE CENTRALE RAFFEISEN-BOERENLEENBANK B.A.,
RABOBANK INTERNATIONAL, NEW YORK BRANCH, as an APA
BankBy:
    
    /s/ Brett DelfinoTitle:  Executive DirectorBy:
    
    /s/ Jacqueline L. ArambuloTitle:  Vice PresidentCOÖPERATIEVE CENTRALE RAFFEISEN-BOERENLEENBANK B.A.,
RABOBANK INTERNATIONAL, NEW YORK BRANCH, as a
Funding AgentBy:
    
    /s/ Brett DelfinoTitle:  Executive DirectorBy:
    
    /s/ Jacqueline L. ArambuloTitle:  Vice President




---



##### 



STARBIRD FUNDING CORPORATION, as a CP Conduit
PurchaserBy:
    
    /s/Title:  TreasurerBNP PARIBAS, acting through its New York Branch, as
an APA BankBy:Title:By:
    
    /s/ Sean ReddingtonTitle:  Managing DirectorBNP PARIBAS, acting through its New York Branch, as a
Funding AgentBy:Title:By:
    
    /s/ Sean ReddingtonTitle:  Managing Director