##### 








---



##### 



TIA
    
    IndentureSection
    
    Section310(a)(1)
    
    7.10(a)(2)
    
    7.10(a)(3)
    
    N.A.(a)(4)
    
    N.A.(b)
    
    7.08; 7.10; 11.02(b)(1)
    
    7.10(b)(9)
    
    7.10(c)
    
    N.A.311(a)
    
    7.11(b)
    
    7.11(c)
    
    N.A.312(a)
    
    2.05(b)
    
    11.03(c)
    
    11.03313(a)
    
    7.06(b)(1)
    
    7.06(b)(2)
    
    7.06(c)
    
    7.06; 11.02(d)
    
    7.06314(a)
    
    4.02; 4.08; 11.02(b)
    
    N.A.(c)(1)
    
    11.04; 11.05(c)(2)
    
    11.04; 11.05(c)(3)
    
    N.A.(d)
    
    N.A.(e)
    
    11.05(f)
    
    N.A.315(a)
    
    7.01; 7.02(b)
    
    7.05; 11.02(c)
    
    7.01(d)
    
    6.05; 7.01; 7.02(e)
    
    6.11316(a) (last sentence)
    
    2.09(a)(1)(A)
    
    6.05(a)(1)(B)
    
    6.04(a)(2)
    
    8.02(b)
    
    6.07(c)
    
    8.04317(a)(1)
    
    6.08(a)(2)
    
    6.09(b)
    
    2.04318(a)
    
    11.01
  
 NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this
Indenture.




---



##### 



TABLE OF CONTENTS
 PageARTICLE 1DEFINITIONS AND INCORPORATION BY REFERENCESection 1.01.
    
    Definitions
    
    
    1Section 1.02.
    
    Other Definitions
    
    
    28Section 1.03.
    
    Incorporation by Reference of Trust Indenture Act
    
    
    30Section 1.04.
    
    Rules of Construction
    
    
    30ARTICLE 2THE NOTESSection 2.01.
    
    Form and Dating
    
    
    31Section 2.02.
    
    Execution and Authentication
    
    
    31Section 2.03.
    
    Registrar and Paying Agent
    
    
    32Section 2.04.
    
    Paying Agent to Hold Assets in Trust
    
    
    33Section 2.05.
    
    Noteholder Lists
    
    
    33Section 2.06.
    
    Transfer and Exchange
    
    
    33Section 2.07.
    
    Replacement Notes
    
    
    34Section 2.08.
    
    Outstanding Notes
    
    
    34Section 2.09.
    
    Treasury Notes
    
    
    34Section 2.10.
    
    Temporary Notes
    
    
    35Section 2.11.
    
    Cancellation
    
    
    35Section 2.12.
    
    Defaulted Interest
    
    
    35Section 2.13.
    
    Deposit of Moneys
    
    
    36Section 2.14.
    
    CUSIP Number
    
    
    36Section 2.15.
    
    Book-Entry Provisions for Global Notes
    
    
    36Section 2.16.
    
    Registration of Transfers and Exchanges
    
    
    37Section 2.17.
    
    Restrictive Legends
    
    
    41ARTICLE 3REDEMPTIONSection 3.01.
    
    Notices to Trustee
    
    
    43Section 3.02.
    
    Selection of Notes to Be Redeemed
    
    
    43Section 3.03.
    
    Notice of Redemption
    
    
    44Section 3.04.
    
    Effect of Notice of Redemption
    
    
    45Section 3.05.
    
    Deposit of Redemption Price
    
    
    45Section 3.06.
    
    Notes Redeemed in Part
    
    
    45
 -i-




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##### 



PageARTICLE 4COVENANTSSection 4.01.
    
    Payment of Notes
    
    
    45Section 4.02.
    
    Reports to Holders
    
    
    46Section 4.03.
    
    Waiver of Stay, Extension or Usury Laws
    
    
    47Section 4.04.
    
    Compliance Certificate; Notice of Default; Tax Information
    
    
    47Section 4.05.
    
    Payment of Taxes and Other Claims
    
    
    48Section 4.06.
    
    Corporate Existence
    
    
    48Section 4.07.
    
    Maintenance of Office or Agency
    
    
    48Section 4.08.
    
    Compliance with Laws
    
    
    49Section 4.09.
    
    Maintenance of Properties and Insurance
    
    
    49Section 4.10.
    
    Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock
    
    
    49Section 4.11.
    
    Limitation on Restricted Payments
    
    
    53Section 4.12.
    
    Limitation on Asset Sales
    
    
    56Section 4.13.
    
    Limitation on Transactions with Affiliates
    
    
    59Section 4.14.
    
    Limitation on Liens
    
    
    60Section 4.15.
    
    Change of Control
    
    
    61Section 4.16.
    
    Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
    
    
    63Section 4.17.
    
    Limitation on Sale and Leaseback Transactions
    
    
    64Section 4.18.
    
    Payments for Consent
    
    
    65Section 4.19.
    
    Issuance of Subsidiary Guarantees
    
    
    66Section 4.20.
    
    Limitation on Designations of Unrestricted Subsidiaries
    
    
    66Section 4.21.
    
    Designation of Equipment Subsidiaries and Financial Services Subsidiaries
    
    
    68Section 4.22.
    
    Covenant Termination
    
    
    69Section 4.23.
    
    Additional Amounts
    
    
    69ARTICLE 5SUCCESSOR CORPORATIONSection 5.01.
    
    Limitation on Merger, Consolidation and Sale of Assets
    
    
    72Section 5.02.
    
    Successor Person Substituted
    
    
    74ARTICLE 6DEFAULTS AND REMEDIESSection 6.01.
    
    Events of Default
    
    
    74Section 6.02.
    
    Acceleration
    
    
    76Section 6.03.
    
    Other Remedies
    
    
    77Section 6.04.
    
    Waiver of Past Defaults and Events of Default
    
    
    77
 -ii-




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##### 



PageSection 6.05.
    
    Control by Majority
    
    
    78Section 6.06.
    
    Limitation on Suits
    
    
    78Section 6.07.
    
    Rights of Holders to Receive Payment
    
    
    79Section 6.08.
    
    Collection Suit by Trustee
    
    
    79Section 6.09.
    
    Trustee May File Proofs of Claim
    
    
    79Section 6.10.
    
    Priorities
    
    
    79Section 6.11.
    
    Undertaking for Costs
    
    
    80ARTICLE 7TRUSTEESection 7.01.
    
    Duties of Trustee
    
    
    80Section 7.02.
    
    Rights of Trustee
    
    
    82Section 7.03.
    
    Individual Rights of Trustee
    
    
    83Section 7.04.
    
    Trustees Disclaimer
    
    
    83Section 7.05.
    
    Notice of Defaults
    
    
    83Section 7.06.
    
    Reports by Trustee to Holders
    
    
    84Section 7.07.
    
    Compensation and Indemnity
    
    
    84Section 7.08.
    
    Replacement of Trustee
    
    
    85Section 7.09.
    
    Successor Trustee by Consolidation, Merger or Conversion
    
    
    86Section 7.10.
    
    Eligibility; Disqualification
    
    
    86Section 7.11.
    
    Preferential Collection of Claims Against Case New Holland
    
    
    86ARTICLE 8AMENDMENTS, SUPPLEMENTS AND WAIVERSSection 8.01.
    
    Without Consent of Holders
    
    
    87Section 8.02.
    
    With Consent of Holders
    
    
    87Section 8.03.
    
    Compliance with TIA
    
    
    89Section 8.04.
    
    Revocation and Effect of Consents
    
    
    89Section 8.05.
    
    Notation on or Exchange of Notes
    
    
    89Section 8.06.
    
    Trustee to Sign Amendments, etc
    
    
    90ARTICLE 9DISCHARGE OF INDENTURE; DEFEASANCESection 9.01.
    
    Satisfaction and Discharge of Indenture
    
    
    90Section 9.02.
    
    Legal Defeasance
    
    
    91Section 9.03.
    
    Covenant Defeasance
    
    
    92Section 9.04.
    
    Conditions to Legal Defeasance or Covenant Defeasance
    
    
    92Section 9.05.
    
    Application of Trust Money
    
    
    94Section 9.06.
    
    Repayment to Case New Holland
    
    
    94Section 9.07.
    
    Reinstatement
    
    
    95
 -iii-




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##### 



PageARTICLE 10GUARANTEESSection 10.01.
    
    Unconditional Guarantee
    
    
    95Section 10.02.
    
    Severability
    
    
    96Section 10.03.
    
    Limitation on Guarantors Liability
    
    
    96Section 10.04.
    
    Successors and Assigns
    
    
    98Section 10.05.
    
    No Waiver
    
    
    98Section 10.06.
    
    Release of Guarantor
    
    
    98Section 10.07.
    
    Execution of Supplemental Indenture for Future Guarantors
    
    
    99Section 10.08.
    
    Execution and Delivery of Guarantee
    
    
    99Section 10.09.
    
    Subordination of Subrogation and Other Rights
    
    
    100ARTICLE 11MISCELLANEOUSSection 11.01.
    
    TIA Controls
    
    
    100Section 11.02.
    
    Notices
    
    
    100Section 11.03.
    
    Communications by Holders with Other Holders
    
    
    101Section 11.04.
    
    Certificate and Opinion as to Conditions Precedent
    
    
    101Section 11.05.
    
    Statements Required in Certificate and Opinion.
    
    
    102Section 11.06.
    
    Rules by Trustee and Agents
    
    
    102Section 11.07.
    
    Legal Holidays
    
    
    102Section 11.08.
    
    Governing Law
    
    
    102Section 11.09.
    
    No Adverse Interpretation of Other Agreements
    
    
    103Section 11.10.
    
    No Recourse Against Others
    
    
    103Section 11.11.
    
    Successors
    
    
    103Section 11.12.
    
    Consent to Jurisdiction and Service of Process; Waiver of Immunities
    
    
    103Section 11.13.
    
    Currency of Account; Conversion of Currency; Foreign Exchange Restrictions
    
    
    104Section 11.14.
    
    Multiple Counterparts
    
    
    105Section 11.15.
    
    Table of Contents, Headings, etc
    
    
    106Section 11.16.
    
    Separability
    
    
    106Signatures
    
    
    
    
    S-1
 -iv-




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##### 



PageSCHEDULESchedule 1
    
    Issue Date Designation of Restricted Subsidiaries
    
    Sch.-1EXHIBITSExhibit A
    
    Form of Series A Note
    
    
    A-1Exhibit B
    
    Form of Series B Note
    
    
    B-1Exhibit C
    
    Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors
    
    
    C-1Exhibit D
    
    Form of Transferee Letter of Representation
    
    
    D-1Exhibit E
    
    Form of Certificate to Be Delivered in Connection with Regulation S Transfers
    
    
    E-1Exhibit F
    
    Form of Supplemental Indenture
    
    
    F-1
 -v-




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##### 



Case New Holland Trustee
 Initial Notes Exchange
Notes
    Definitions
 Accounts Receivable Subsidiary
    Non-Recourse
Accounts Receivable Subsidiary Indebtedness




---



##### 



-2-  provided
 Acquired Indebtedness
 Affiliate control controlling controlled
 Agent
 Applicable Treasury Rate
      -3-
 provided, however
 ARS Promissory Note
 Asset Acquisition
 Asset Sale provided, however




---



##### 



-4-        Attributable Indebtedness
   Board of Directors
 Board Resolution
 Build-up Amount Start Date
 Business Day
 Calculation Start Date




---



##### 



-5- Capital Stock
   Capitalized Lease Obligation
 Case New Holland
 Cash Equivalents
  S&P Moodys




---



##### 



-6-       Certificated Notes
 Change of Control
 Group




---



##### 



-7-      CNH Global
  Common Stock
 Consolidated EBITDA




---



##### 



-8-      less
 Consolidated Equipment Interest Expense
        less
 provided, however




---



##### 



-9-   Consolidated Equipment Net Income
 Consolidated Equipment Non-cash Charges
 Consolidated Equipment Non-cash Items
 Consolidated Fixed Charge Coverage Ratio Four
Quarter Period Transaction Date




---



##### 



-10-       Consolidated Fixed Charges
 plus




---



##### 



-11-  Consolidated Net Income provided
         Consolidated Net Tangible Assets
      -12-
  Consolidated Net Worth
 Corporate Trust Office
 Credit Facilities provided
 Default
 Depository
 provided
  Disqualified Capital Stock




---



##### 



-13-   Effective Income Tax Rate 
 Equipment Business
 Equipment Subsidiary
 Exchange Act
 Exchange Notes
 Excluded Sale and Leaseback Transaction
 Existing Credit Facility
 Fair Market Value
 Fiat
 Fiat Promissory Notes
 Financial Services Business




---



##### 



Financial Services Subsidiary
 Financial Subsidiary Leverage Ratio
 Financial
Subsidiary Leverage Ratio Transaction Date
     Financial Subsidiary Leverage Ratio Transaction Date
 Foreign Subsidiary
 Four Quarter Period
 Funding Source Indebtedness




---



##### 



-15- GAAP
 Guarantee
 Guarantor provided
 Hedging Obligations
      incur




---



##### 



-16-        Indenture
 Independent Financial Advisor




---



##### 



-17- Initial Notes
 Initial Purchaser
 Institutional Accredited Investor
 Interest Payment Date
 Intesa BCI Indebtedness
 Referent Subsidiary
 Investment Grade Rating
 Investment Grade Status provided
 Issue Date
  Make-Whole Premium




---



##### 



-18-  Make-Whole Redemption Date
 Maturity Date
  Net Cash Proceeds
     Net Indebtedness
 Non-Recourse Accounts Receivable Subsidiary Indebtedness




---



##### 



-19-  Offering
  Officers Certificate
 Offering Memorandum
 Opinion of Counsel
 Pari Passu Debt pari passu
 Parts Depot Rationalization Program
 Permitted Asset Swap
 Permitted Financial Services Disposition




---



##### 



-20-    Permitted Financing Support Services
 Permitted Holders Fiat
 Permitted Investments




---



##### 



-21- provided
         Permitted Liens




---



##### 



-22-      provided




---



##### 



-23- provided, however
 provided
        provided, however




---



##### 



-24-  Preferred Stock
  Production Rationalization Amounts  provided, however
  Purchase Money Indebtedness
 Qualified Capital Stock
 Qualified Institutional Buyer
 Qualified Receivables Assets
 Qualified Receivables Transaction provided
 Qualifying Intercompany Indebtedness Funding Source Indebtedness




---



##### 



-25-  Rating Agencies
 Record Date
 Redemption Date
 Redemption Price
  Refinancing Indebtedness
  provided




---



##### 



-26-  Registration Rights Agreement
 Regulation S
 Replacement Assets
 Restricted Security
 Restricted Subsidiary
 Rule 144A
 S&P
 Sale and Leaseback Transaction
 Securities Act
 Series A
Preferred Stock




---



##### 



-27- Significant Subsidiary
 Standard Securitization Undertakings
 Subordinated Indebtedness
    Transaction Date
 Trust Indenture Act
 Trust Officer
  Unrestricted Financial Services Subsidiary
 Unrestricted Subsidiary




---



##### 



-28-  U.S. Dollar Equivalent
 U.S. Government Obligations provided
 Weighted Average Life to Maturity
 Wholly Owned Restricted Subsidiary
 Other Definitions
  Term
    
    Defined in SectionAdditional Amounts
    
    
    4.23Additional Interest
    
    
    Exhibits A and BAdditional Interest Payment Date
    
    Exhibits A and BAdditional Notes
    
    
    2.02




---



##### 



-29- Term
    
    Defined in SectionAffiliate Transaction
    
    
    4.13Agent Members
    
    
    2.15Authenticating Agent
    
    
    2.02Bankruptcy Code
    
    
    9.04Bankruptcy Law
    
    
    6.01Base Currency
    
    
    11.13Belgian Guarantor
    
    
    10.03Change of Control Offer
    
    
    4.15Change of Control Payment
    
    
    4.15Change of Control Payment Date
    
    
    4.15Covenant Defeasance
    
    
    9.03Custodian
    
    
    6.01Designation
    
    
    4.20Dutch Guarantor
    
    
    10.03English Guarantor
    
    
    10.03Event of Default
    
    
    6.01Future Guarantor
    
    
    10.03German Guarantor
    
    
    10.03Global Notes
    
    
    2.01Judgment Currency
    
    
    11.13Legal Defeasance
    
    
    9.02Legal Holiday
    
    
    11.07Make-Whole Redemption
    
    
    Exhibits A and BNet Proceeds Offer
    
    
    4.12Net Proceeds Offer Amount
    
    
    4.12Net Proceeds Offer Payment Date
    
    
    4.12Net Proceeds Offer Trigger Date
    
    
    4.12Other Guarantor
    
    
    10.03Paying Agent
    
    
    2.03payment default
    
    
    6.01Permitted Indebtedness
    
    
    4.10Private Placement Legend
    
    
    2.17Qualified Equity Offering
    
    Exhibits A and BRate(s) of Exchange
    
    
    11.13Reference Date
    
    
    4.11Registrar
    
    
    2.03Registration Default
    
    Exhibits A and BRegulation S Global Note
    
    
    2.01Resale Restriction Termination Date
    
    
    2.16Restricted Payment
    
    
    4.11Revocation
    
    
    4.20Rule 144A Global Note
    
    
    2.01Taxes
    
    
    4.23Taxing Jurisdiction
    
    
    4.23U.S. Guarantor
    
    
    10.03




---



##### 



-30- Incorporation by Reference of Trust Indenture Act
  indenture securities
 indenture securityholder
 indenture to be qualified
 indenture trustee institutional trustee
 obligor on the indenture securities
  Rules of Construction




---



##### 



-31-   Form and Dating
 Exhibit A Exhibit B
 Exhibits A B
 Global Notes Exhibit A Rule 144A Global Note Exhibit A Regulation S Global Note
 Execution and Authentication
    Authenticating Agent Additional Notes




---



##### 



-32-     Registrar and Paying Agent
 Registrar Paying Agent




---



##### 



-33- Paying Agent to Hold Assets in Trust
  Noteholder Lists
  Transfer and Exchange
 provided, however




---



##### 



-34-  Replacement Notes
   Outstanding Notes
    Treasury Notes




---



##### 



-35-  Temporary Notes
  Cancellation
  Defaulted Interest




---



##### 



-36-  Deposit of Moneys
  CUSIP Number
 provided
 Book-Entry Provisions for Global Notes
  Agent Members




---



##### 



-37-     Registration of Transfers and Exchanges
 Transfer and Exchange of Certificated Notes
   provided, however
  Resale Restriction Termination Date




---



##### 



-38-  Exhibit
C
 Exhibit C
  Exhibit C Exhibit D
 Exhibit C
 Exhibit C
 Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global
Note
 Exhibit C




---



##### 



-39- Exhibit E
   Transfer and Exchange of Global Notes
 Transfer of a Beneficial Interest in a Global Note for a Certificated Note




---



##### 



-40-  Exhibit C
 Exhibit C
 Exhibit C Exhibit E
 Exhibit C Exhibit D
 Exhibit C
 Exhibit C




---



##### 



-41- Restrictions on Transfer and Exchange of Global Notes
 Private Placement Legend
 General
    Restrictive Legends
 Private Placement Legend




---



##### 



-42-




---



##### 



-43-       Notices to Trustee
  Selection of Notes to Be Redeemed
 pro rata provided, however




---



##### 



provided, further pro rata pro rata
 Notice of Redemption




---



##### 



-45- Effect of Notice of Redemption
 provided
 Deposit of Redemption Price
   Notes Redeemed in Part
    Payment of Notes




---



##### 



-46-  Reports to Holders
 provided provided provided, however




---



##### 



-47- Waiver of Stay, Extension or Usury Laws
  Compliance Certificate; Notice of Default; Tax Information




---



##### 



-48-   Payment of Taxes and Other Claims
 provided, however
 Corporate Existence
 provided
 Maintenance of Office or Agency




---



##### 



-49-   Compliance with Laws
  Maintenance of Properties and Insurance
 provided, however
  Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock




---



##### 



-50- incur provided, however
 Permitted Indebtedness
  provided, however
 provided
  provided, however
 provided




---



##### 



-51-  provided
 provided
 provided, however




---



##### 



-52-        provided




---



##### 



-53-  Limitation on Restricted Payments
  pro rata
    Restricted Payment




---



##### 



-54-  Reference Date plus
 plus
 plus
     provided, however




---



##### 



-55-       pro rata provided,
however




---



##### 



-56- Limitation on Asset Sales
   provided
       Net Proceeds Offer Trigger Date Net Proceeds Offer
Amount




---



##### 



-57- Net
Proceeds Offer Net Proceeds
Offer Payment Date pro rata provided,
however




---



##### 



-58-     provided
    pro rata




---



##### 



-59-   Limitation on Transactions with Affiliates
 Affiliate Transaction
      provided




---



##### 



-60-    provided
 provided
 Limitation on Liens




---



##### 



-61-           Change of Control
 Change of Control Offer Change of
Control Payment




---



##### 



-62-   Change of Control Payment Date




---



##### 



-63- provided however
  Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.
      provided, however




---



##### 



-64-       provided, however
  provided
 Limitation on Sale and Leaseback Transactions
 provided




---



##### 



-65-             Payments for Consent




---



##### 



-66-  Issuance of Subsidiary Guarantees
     Limitation on Designations of Unrestricted Subsidiaries
 Designation




---



##### 



-67-       Revocation




---



##### 



-68-  
 Designation of Equipment Subsidiaries and Financial Services Subsidiaries.
 provided Schedule 1
  provided, however provided




---



##### 



-69-      Covenant Termination
     Additional Amounts
 Taxes Taxing
Jurisdiction




---



##### 



-70- Additional Amounts provided, however
    provided




---



##### 



-71-    mutatis mutandis




---



##### 



-72-    Limitation on Merger, Consolidation and Sale of Assets
    provided
 Surviving Entity




---



##### 



-73-




---



##### 



Successor Person Substituted
    Events of Default
 Event of Default




---



##### 



-75-   payment default




---



##### 



-76-       Bankruptcy Law Custodian
 Acceleration
 provided, however




---



##### 



-77-    ipso facto
 Other Remedies
   Waiver of Past Defaults and Events of Default
 except




---



##### 



-78-  Control by Majority
 provided
 Limitation on Suits




---



##### 



-79- Rights of Holders to Receive Payment
  Collection Suit by Trustee
  Trustee May File Proofs of Claim
   Priorities




---



##### 



-80-     Undertaking for Costs
    Duties of Trustee




---



##### 



-81-




---



##### 



-82-   Rights of Trustee




---



##### 



-83-   Individual Rights of Trustee
  Trustees Disclaimer
  Notice of Defaults




---



##### 



-84- Reports by Trustee to Holders
      Compensation and Indemnity
  provided




---



##### 



-85-    provided, however
 Replacement of Trustee




---



##### 



-86-    Successor Trustee by Consolidation, Merger or Conversion
  Eligibility; Disqualification
 provided,
however
 Preferential Collection of Claims Against Case New Holland




---



##### 



-87-   Without Consent of Holders
  provided
          With Consent of Holders




---



##### 



-88-                 -89-
   Compliance with TIA
  Revocation and Effect of Consents
   provided
 Notation on or Exchange of Notes




---



##### 



-90-  Trustee to Sign Amendments, etc
    Satisfaction and Discharge of Indenture
  provided




---



##### 



-91-      Legal Defeasance
  Legal Defeasance




---



##### 



-92-  Covenant Defeasance
  Covenant Defeasance
 Conditions to Legal Defeasance or Covenant Defeasance
  provided




---



##### 



-93-       Bankruptcy Code




---



##### 



-94-  Application of Trust Money
    Repayment to Case New Holland
 provided




---



##### 



-95- Reinstatement
 provided, however
   Unconditional Guarantee
       -96-
   Severability
  Limitation on Guarantors Liability
  Limitations Applicable to U.S. Guarantors U.S. Guarantor
 Limitations Applicable to Belgian Guarantors Belgian
Guarantor
 Limitations Applicable to German Guarantors German Guarantor




---



##### 



-97-  Limitations Applicable to Dutch Guarantors Dutch Guarantor ultra vires ultra
vires
 Limitations Applicable to English Guarantors English
Guarantor
 Limitations Applicable to Other Guarantors Other Guarantor




---



##### 



-98-   Future Guarantor
  Exhibits A B
 Successors and Assigns
  No Waiver
  Release of Guarantor




---



##### 



-99-      Execution of Supplemental Indenture for Future Guarantors
 Exhibit F
 Execution and Delivery of Guarantee




---



##### 



-100-  Subordination of Subrogation and Other Rights
    TIA Controls
  Notices
   Case New Holland Inc.100 South Saunders RoadLake Forest, Illinois 60045Attention: Chief Financial OfficerTel: (847) 955-3993Fax: (847) 955-3977
  Sidley Austin LLPOne South Dearborn StreetChicago, Illinois 60603Attention: John J. Sabl, Esq.Tel: (312) 853-7437Fax: (312) 853-7036




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-101-  JPMorgan Chase Bank, N.A.Worldwide Securities Services4 New York Plaza, 15th FloorNew York, New York 10004Attention: Michael A. SmithTel: (212) 623-5427Fax: (212) 623-6205
     Communications by Holders with Other Holders
  Certificate and Opinion as to Conditions Precedent




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-102-  Statements Required in Certificate and Opinion .
      Rules by Trustee and Agents
  Legal Holidays
  Governing Law
 THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK
(INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY
SUCCESSOR STATUTE). EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS
OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE
OR THE NOTES.




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-103- No Adverse Interpretation of Other Agreements
  No Recourse Against Others
  Successors
  Consent to Jurisdiction and Service of Process; Waiver of Immunities
  th




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-104-   Section 11.13.
    
    Currency of Account; Conversion of Currency; Foreign Exchange Restrictions.
   Judgment
Currency Base Currency




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-105-    rate(s) of exchange
 Multiple Counterparts




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-106- Table of Contents, Headings, etc
  Separability




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S-1  CASE
    
    NEW HOLLAND INC.By:
    
    /s/Name:Title:




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S-2GUARANTORS:CNH GLOBAL N.V.By:
    
    /s/Name:Title:CNH U.K. LIMITEDBy:
    
    /s/Name:Title:NEW HOLLAND HOLDING LIMITEDBy:
    
    /s/Name:Title:CNH CANADA, LTD.By:
    
    /s/Name:Title:CNH AUSTRALIA PTY LTDBy:
    
    /s/Name:Title:CNH BELGIUM N.V.By:
    
    /s/Name:Title:




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S-3NEW HOLLAND TRACTOR LIMITED N.V.By:
    
    /s/Name:Title:CNH DEUTSCHLAND GMBHBy:
    
    /s/Name:Title::CNH TRADE N.V.By:
    
    /s/Name:Title:FIATALLIS NORTH AMERICA LLCBy:
    
    /s/Name:Title:CNH AMERICA LLCBy:
    
    /s/Name:Title:HFI HOLDINGS, INC.By:
    
    /s/Name:Title:BLI GROUP, INC.




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S-4By:
    
    /s/Name:Title:BLUE LEAF I.P., INC.By:
    
    /s/Name:Title:




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S-5JPMORGAN CHASE BANK, N.A.,
as TrusteeBy:
    
    /s/ Michael A. SmithName: Michael A. SmithTitle: Vice President




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SCHEDULE 1
  EQUIPMENT SUBSIDIARIES




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FINANCIAL SERVICES SUBSIDIARIES




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EXHIBIT A
    No.
    
    
    $
     A-1




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CASE NEW HOLLAND INC.By:Name:Title:By:Name:Title:
  A-2




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Certificate of Authentication
  JPMORGAN CHASE BANK, N.A.,
as TrusteeBy:Authorized Signatory
  A-3




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Interest Case New
Holland per annum
  Method of Payment provided, however
 Paying Agent and Registrar Trustee
 Indenture Indenture Notes TIA
 Redemption
 Optional Redemption
 A-4




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Year
    
    Percentage2010
    
    
    103.563
    %2011
    
    
    101.781
    %2012 and thereafter
    
    
    100.000
    %
 Make-Whole Redemption Make-Whole Redemption
 Redemption upon Consummation of Certain Qualified Equity Offerings provided
 Qualified Equity Offering
 Redemption of Notes for Changes in Withholding Taxes
  A-5




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Notice of Redemption
  Offers to Purchase
 Registration Rights
  A-6




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provided provided further Registration Default Additional Interest
 Additional Interest Payment Date
 Denominations; Transfer; Exchange
 Persons Deemed Owners
 A-7




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Unclaimed Money
 Legal Defeasance and Covenant Defeasance
 Amendments, Supplements, and Waivers
 Restrictive Covenants
 Successor Entity
 Defaults and Remedies provided, however
 A-8




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Trustee Dealings with Company
 No Recourse Against Others
 Authentication
 Governing Law THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF
NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR
ANY SUCCESSOR STATUTE). EACH OF THE PARTIES TO THE INDENTURE HAS AGREED TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS NOTE.
 Abbreviations and Defined Terms
 CUSIP Numbers
 Indenture
  A-9




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Guarantee
    [                     ]By:Name:Title:
 A-10




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Date:
    
    
    
    Signed:(Sign exactly as your name appears on the otherside of this Note)
 Medallion
Guarantee:
  A-11




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o  o
  $
 Date:NOTICE: The signature on this assignment must
correspond with the name as it appears upon the face
of the within Note in every particular without
alteration or enlargement or any change whatsoever
and be guaranteed by the endorsers bank or broker.
 Medallion
Guarantee:
  A-12




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EXHIBIT B
    No.
    
    $
     B-1




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CASE NEW HOLLAND INC.By:Name:Title:By:Name:Title:
  B-2




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Certificate of Authentication
  JPMORGAN CHASE BANK, N.A.as TrusteeBy:Authorized Signatory
  B-3




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Interest Case New
Holland per annum
  Method of Payment provided, however
 Paying Agent and Registrar Trustee
 Indenture Indenture Notes TIA
 Redemption
 Optional Redemption
 B-4




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Year
    
    Percentage2010
    
    
    103.563
    %2011
    
    
    101.781
    %2012 and thereafter
    
    
    100.000
    %
 Make-Whole Redemption Make-Whole Redemption
 Redemption upon Consummation of Certain Qualified Equity Offerings provided
 Qualified Equity Offering
 Redemption of Notes for Changes in Withholding Taxes
  B-5




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Notice of Redemption
  Offers to Purchase
 Registration Rights
  B-6




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provided provided further Registration Default Additional Interest
 Additional Interest Payment Date
 Denominations; Transfer; Exchange
 Persons Deemed Owners
 B-7




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Unclaimed Money
 Legal Defeasance and Covenant Defeasance
 Amendments, Supplements, and Waivers
 Restrictive Covenants
 Successor Entity
 Defaults and Remedies provided, however
 B-8




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Trustee Dealings with Company
 No Recourse Against Others
 Authentication
 Governing Law THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF
NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR
ANY SUCCESSOR STATUTE). EACH OF THE PARTIES TO THE INDENTURE HAS AGREED TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS NOTE.
 Abbreviations and Defined Terms
 CUSIP Numbers
 Indenture
  B-9




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Guarantee
    [                     ]By:Name:Title:
 B-10




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(Print or type name, address and zip code andsocial security or tax ID number of assignee)and irrevocably
appoint ,agent to transfer this Note on the books of Case New Holland. The agent may substitute another to
act for him.
 Date:
    
    
    
    Signed:(Sign exactly as your name appears on the other
side of this Note)
 Medallion Guarantee:




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o  o
  $
 Date:NOTICE: The signature on this assignment must
correspond with the name as it appears upon the face
of the within Note in every particular without
alteration or enlargement or any change whatsoever
and be guaranteed by the endorsers bank or broker.
 Medallion Guarantee:




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EXHIBIT C
 
 Re: Case New Holland Inc. ( Case New Holland)7.125% Senior Notes due 2014 (the Notes)
 Transferor
  o
 o
 Securities Act
 o
 o
 o Exhibit D
 o Exhibit E
 o




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o
 [INSERT NAME OF TRANSFEROR]By:[Authorized Signatory]
 Date:
 
 * Check applicable box.




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EXHIBIT D
 Form of Transferee Letter of Representation
 
   Case New Holland Notes
 Name:Address:Taxpayer ID Number:The undersigned represents and warrants to you that:
 Securities Act
  Resale Restriction Termination Date




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Dated:
    
    
    
    
    
    TRANSFEREE:By:




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EXHIBIT E
 
 
 
   Case New Holland Inc. 7.125% Senior Notes due 2014 (the Notes)
  Securities Act




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Very truly yours,[Name of Transferor]By:




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EXHIBIT F
 FORM OF SUPPLEMENTAL INDENTURE
 Supplemental Indenture New Guarantor CNH Global Case New Holland Existing
Guarantors Trustee
 W I T N E S S E T H
 Indenture Notes
    Definitions
  Agreement to Guarantee
 Ratification of Indenture; Supplemental Indentures Part of Indenture




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Governing Law THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED
WITHIN THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW OR ANY SUCCESSOR STATUTE). EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS SUPPLEMENTAL INDENTURE.
 Trustee Makes No Representation
 Multiple Counterparts
 Headings
 F-2




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[NEW GUARANTOR]By:Name:Title:By:Name:Title:CASE NEW HOLLAND INC.By:Name:Title:By:Name:Title:




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EXISTING GUARANTORS:By:Name:Title:By:Name:Title:JPMORGAN CHASE BANK, N.A.,as TrusteeBy:Name:Title: