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Exhibit 10.2.5 FOURTH AMENDMENT, dated as of April 19, 2004 (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, and as of January 13, 2004, by
and among CNH Capital Receivables Inc., a Delaware corporation, as transferor (the
Transferor), Case Credit Corporation, a Delaware corporation (Case Credit), 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 (formerly known as
The Chase Manhattan Bank), as administrative agent for the CP Conduit Purchasers, the APA Banks and
the Funding Agents (the Administrative Agent). WITNESSETH: 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. Amendments to Article I of the Agreement. (a) Article I of the Agreement is hereby amended by inserting the words with the consent of
the Backup Servicer, such consent not to be unreasonably withheld at the end of the
definition of Backup Servicer Account Required Amount. (b) Article I of the Agreement is hereby amended by deleting the percentage 1% as it
appears in subsection (ii) of the definition of Specified Spread Account Balance and
inserting the percentage 1.25% in lieu thereof. 2. Amendment to Article II of the Agreement. Article II of the Agreement is hereby amended
by inserting the parenthetical phrase (but shall have no obligation to) after the word option
where such word appears in the first sentence of Section 2.6. 3. Amendments to Article VII of the Agreement. Article VII is hereby amended by: (a) deleting the third sentence of Section 7.1 and inserting in its place: Notwithstanding anything to the contrary stated herein,the Servicer shall follow: (i) if
Case Credit is the Servicer, its then-current Credit and Collection Policy, or (ii) if Case
Credit is not the Servicer, the Servicers then current customary standards, policies and
procedures. (b) deleting the sixth sentence of Section 7.1 and inserting in its place: If in any enforcement suit or legal proceeding it shall be held that the Servicer may not
enforce a Pooled Receivable on the ground that it shall not be a real party in interest or a




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holder entitled to enforce such Pooled Receivable, the Administrative Agent shall, at the
Servicers direction (and, so long as the Servicer is Case Credit, the Servicers expense,
and otherwise, the Transferors expense), take steps to enforce such Pooled Receivable,
including bringing suit in its name. (c) adding the phrase except as required by law at the end of the final sentence of
Section 7.2;




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(d) deleting the second sentence of Section 7.3 and inserting in its place: The Servicer shall follow such customary and usual practices and procedures as it shall
deem necessary or advisable in its servicing of equipment receivables, which may include
reasonable efforts to realize upon any recourse to Dealers, including payment of Termination
Value, and selling the Financed Equipment at public or private sale (it being understood
that if the Backup Servicer is acting as successor Servicer, it shall have no duty to
enforce remedies against Dealers). (e) adding the following as a second paragraph of Section 7.4: If the Backup Servicer is acting as successor Servicer, on any Settlement Date, the Backup
Servicer as successor Servicer may direct the Administrative Agent to withdraw from the
Collection Account and pay to the Backup Servicer as successor Servicer amounts necessary to
reimburse it for any reasonable out-of-pocket expenses incurred in connection with the
liquidation of each Liquidated Receivable during the immediately preceding Collection Period
solely to the extent such expenses were not netted out of the Liquidation Proceeds with
respect of such Liquidated Receivable and solely to the extent that (i) the aggregate amount
of such expenses does not exceed the aggregate proceeds recovered in respect of Liquidated
Receivables during such Collection Period and (ii) the aggregate amount of such expenses
exceeds the amount of Recoveries received with respect to the Pooled Receivables during such
Collection Period; such payments to be made prior to any distributions under Section
8.2(c) or (d). (f) adding the following new sentence at the end of Section 7.5: This Section 7.5 shall not apply to the Backup Servicer as successor Servicer. (g) adding the following new sentence at the end of Section 7.6: Any out-of-pocket expenses incurred by the Backup Servicer as successor Servicer in
connection with any such re-perfection shall be reimbursable in accordance with the
priorities set forth in Section 8.2(c) or (d). (h) adding the following new sentence at the end of Section 7.8(d): If the Backup Servicer is acting as successor Servicer, the Transferor, the Administrative
Agent, any Funding Agent and their representatives, attorneys or auditors and their agents
shall give reasonable notice of any such inspection or audit and such inspection shall be
conducted in a manner that does not cause material disruption or interference with the
Servicers business. (i) adding the following new sentence at the end of Section 7.9: Subject to Section 10.2, the sole remedy of the Purchasers with respect to a breach by the
Servicer (but not the Backup Servicer as successor Servicer) pursuant to Section
7.2,




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7.6 or 7.7 shall be to require the Servicer to purchase Pooled Receivables
and the related True Lease Equipment pursuant to this Section 7.9. In no event shall
the Backup Servicer as successor Servicer be obligated to purchase any Receivables pursuant
to this Section 7.9. (j) adding the following new proviso at the end of the first sentence of Section 7.10: provided that with respect to any successor Servicer hereunder, the Servicing Fee
for each Collection Period shall be equal to the greater of (a) 1/12th of 1.00% of the
aggregate Contract Value of the Pooled Receivables as of the first day of such Collection
Period, (b) $8.50 per Retail Installment Contract or Lease that relates to a Pooled
Receivable as of the first day of such Collection Period, and (c) $5,000. (k) adding the following new paragraph at the end of Section 7.13: Notwithstanding this Section 7.13, if the Backup Servicer is then acting as the
Successor Servicer, unless otherwise requested by the Majority Purchasers, it shall only be
required to provide a copy of its annual SAS 70 report and its audited financial statements.
If the Majority Purchasers request that the Backup Servicer as Successor Servicer provide
an annual independent certified public accountants report as contemplated in this Section
7.13, any reasonable fees or expenses incurred in connection with the preparation of such
report shall constitute reimbursable Successor Servicer expenses and shall be paid, to the
extent funds are available therefore, in accordance with Section 8.2(c)(viii)(b) or Section
8.2(d)(viii)(b); provided that if the estimated fees and expenses in connection with such
report shall exceed $30,000, the Backup Servicer, as Successor Servicer, shall provide prior
written notice to the Transferor. To the extent that amounts due and owing under the
immediately preceding sentence shall be unreimbursed after application of Section
8.2(c)(viii)(b) or Section 8.2(d)(viii)(b), the Purchasers shall pay any unreimbursed
amounts within 30 days of written demand thereof. (l) adding the following proviso after the first sentence of Section 7.14: except as agreed to in writing (m) Amend the final sentence of Section 7.14 to read as follows: To the extent that any Backup Servicer Expenses exceed the amount on deposit in the Backup
Servicer Account (any such shortfall, a Backup Servicer Account Shortfall Amount), the
Servicer (so long as the Servicer is Case Credit Corporation)agrees, within thirty
days of demand thereof, to deposit in the Backup Servicer Account, such Backup Servicer
Account Shortfall Amount. (n) adding the following new sentence at the end of Section 7.15: Notwithstanding the foregoing, the Backup Servicer as successor Servicer shall have the
right to terminate any existing subservicing arrangement of the Servicer with or without
cause.




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4. Amendment to Article VIII of the Agreement. Article VIII of the Agreement is hereby
amended by: (a) inserting the words so long as Case Credit remains the Servicer, or as selected and
directed in writing by the Transferor, at such times Case Credit shall no longer act as
Servicer hereunder after the word Servicer in the first sentence of Section
8.1(b). (a) deleting and after the semicolon in Section 8.2(c)(vii); (b) deleting Section 8.2(c)(viii) and inserting in its place the following: (viii) eighth, (a) to the Backup Servicer, any accrued and unpaid Backup
Servicer Expenses and indemnity payments, to the extent unreimbursed after application of
Section 7.14, and (b) to the successor Servicer, any accrued and unpaid reimbursable
expenses and indemnity payments that are payable to it and (c) pro rata, to the Purchasers,
any amounts paid by them to the Backup Servicer pursuant to Section 7.13that
remainunreimbursed; and (ix) ninth, to the Transferor as deferred purchase price, any remaining
amounts. (c) deleting and after the semicolon in Section 8.2(d)(vii); (d) deleting Section 8.2(d)(viii) and inserting in its place the following: (viii) eighth, (a) to the Backup Servicer, any accrued and unpaid Backup
Servicer Expenses and indemnity payments, to the extent unreimbursed after
application of Section 7.14, and (b) to the successor Servicer, any accrued
and unpaid reimbursable expenses and indemnity payments that are payable to it and
(c) pro rata, to the Purchasers, any amounts paid by them to the Backup Servicer
pursuant to Section 7.13that remainunreimbursed; and (ix) ninth, to the Transferor as deferred purchase price, any remaining
amounts. 5. Amendment to Article IX of the Agreement. Article IX of the Agreement is hereby amended
by adding the following as a new Section 9.5: SECTION 9.5. Backup Servicer as Custodian. The Backup Servicer shall only act as
custodian if it is simultaneously acting as successor Servicer pursuant to this Agreement. 6. Amendments to Article X of the Agreement. Article X of the Agreement is hereby amended
by: (a) adding the following new paragraph immediately following paragraph (c) of
Section 10.2: (d) Notwithstanding anything herein to the contrary, Sections 10.2(a) shall
not apply to the Backup Servicer in its capacity as successor Servicer. The Backup Servicer
in its capacity as successor Servicer shall defend, indemnify and hold harmless the




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Transferor and each Affected Party (and any of their officers, directors, employees and
agents) from and against any and all costs, expenses, losses, damages, claims and
liabilities, arising out of or resulting from: (i) the use, ownership or operation by the Backup Servicer in its capacity as
successor Servicer or any Affiliate thereof of any of the Financed Equipment; (ii) the negligence, willful misfeasance or bad faith of the Backup Servicer in its
capacity as Successor Servicer in the performance or non-performance of its duties under
this Agreement or by reason of reckless disregard of its obligations and duties under this
Agreement; (iii) the failure of the Backup Servicer to comply in all material respects with any
applicable law, rule or regulation in connection with the collection or enforcement of any
Receivable. (b) adding the following new sentence as a new paragraph at the end of paragraph (d)
of Section 10.2: The indemnification obligations of any Servicer that resigns or whose rights and
obligations are terminated pursuant to Section 11.1 shall survive such resignation
or termination to the extent, and only to the extent, any costs, expenses, losses, damages,
claims and liabilities were incurred solely as a result of any actions taken (or not taken)
by, or events solely in the control of, such predecessor Servicer. (c) adding the following new proviso at the end of each of the last three sentences of
Section 10.3: provided, however, that this Section 10.3 shall not apply to mergers or
consolidations of the Backup Servicer in its capacity as successor Servicer to a direct or
indirect wholly-owned subsidiary of JPMorgan Chase Bank. (d) inserting the words Case Credit as in lieu of the words The Servicer in each place
where they appear in Section 10.5. (e) deleting the second sentence of Section 10.6 and inserting in its place: Notice of any such determination permitting the resignation of Case Credit shall be
communicated to the Administrative Agent at the earliest practicable time (and, if such
communication is not in writing, shall be confirmed in writing at the earliest practicable
time) and any such determination shall be evidenced by an Opinion of Counsel to such effect
delivered to the Administrative Agent and the Backup Servicer concurrently with or promptly
after such notice. 7. Amendments to Article XI of the Agreement. Article XI of the Agreement is hereby
amended by: (a) adding the following new proviso at the end of the first sentence of Section 11.1:




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; provided, however, that the Backup Servicer, acting as successor Servicer, may not be
terminated for a Servicer Default set forth in Section 11.1(d) with respect to the
Transferor or under Section 11.1(e)or 11.1(f). (b) deleting paragraph (b) of Section 11.2 and inserting in its place: (b) Upon appointment, the successor Servicer (including the Backup Servicer or the
Administrative Agent acting as successor Servicer) shall be the successor in all respects to
the predecessor Servicer (except that the successor Servicer shall not be liable for any of
the liabilities incurred by the predecessor Servicer) and shall be subject to all the
responsibilities, duties and liabilities arising thereafter relating thereto placed on the
predecessor Servicer (unless otherwise provided herein or in the Backup Servicing Agreement)
and shall be entitled to the Servicing Fee and all the rights granted to the predecessor
Servicer by the terms and provisions of this Agreement; provided, however, that no successor
Servicer shall be obligated to satisfy any obligation to repurchase Receivables pursuant to
Section 7.9 that arose prior to its appointment as successor Servicer. 8. Amendments to Article XV of the Agreement. Article XV of the Agreement is hereby
amended by adding the following new sentence at the end of Section 15.9: Notwithstanding the foregoing, in no event shall the Backup Servicer, in its capacity as
Successor Servicer, be required to act as Administrative Agent. 9. 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 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.




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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 INC.By:
    
    /s/ Brian OKeaneName:  Brian OKeaneTitle:  Assistant
TreasurerCASE CREDIT CORPORATIONBy:
    
    /s/ Brian OKeaneName:  Brian OKeaneTitle:  Assistant
TreasurerJPMORGAN CHASE BANK,
     as Administrative AgentBy:
    
    /s/ Lara GraffName:  Lara GraffTitle:  Vice President




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PARK AVENUE RECEIVABLES 
     CORPORATION, as a CP Conduit 
     PurchaserBy:
    
    /s/ Andrew L. StiddName:  Andrew L. StiddTitle:  PresidentDELAWARE FUNDING COMPANY, LLC,
     as a CP Conduit PurchaserBy:
    JPMORGAN CHASE BANK,as attorney-in-fact for Delaware FundingCompany, LLCBy:
    
    /s/ Bradley S. SchwartzAuthorized Signatory JPMORGAN CHASE BANK,
     as an APA BankBy:
    
    /s/ Bradley S. SchwartzName:  Bradley S. SchwartzTitle:  Managing Director JPMORGAN CHASE BANK,
     as a Funding AgentBy:
    
    /s/ Lara GraffName:  Lara GraffTitle:  Vice President




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YC SUSI TRUST,
     as a CP Conduit PurchaserBy:
    Bank of America, National Association, asAdministrative TrusteeBy:
    
    /s/ Willem Van BeekName:  Willem Van BeekTitle:  PrincipalBANK OF AMERICA, N.A., as a 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




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ALPINE SECURITIZATION CORP., as a CP Conduit
     Purchaser
By Credit Suisse First Boston as Attorney in FactBy:

/s/  Anthony GiordanoName:  Anthony GiordanoTitle:
    DirectorBy:

/s/ Mark LengelName:  Mark LengelTitle:
    DirectorCREDIT SUISSE FIRST BOSTON, NEW 
     YORK BRANCH, as an APA BankBy:

/s/ Mark GolombeckName:  Mark GolombeckTitle:
    DirectorBy:

/s/ Alberto ZoncaName:  Alberto ZoncaTitle:
    Vice PresidentCREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, as a
     Funding AgentBy:

/s/
  Mark GolombeckName:  Mark GolombeckTitle:
    DirectorBy:

/s/
 Alberto ZoncaName:  Alberto ZoncaTitle:
    Vice President




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NIEUW AMSTERDAM RECEIVABLES
CORPORATION, as a CP Conduit PurchaserBy:
    /s/Title: Vice President COÖPERATIEVE CENTRALE
RAFFEISEN-BOERENLEENBANK B.A., RABOBANK INTERNATIONAL, NEW YORK BRANCH, as an APA
BankBy:

/s/ Brett
DelfinoTitle: Executive Director By:
    /s/ Jacqueline L. ArambuloTitle: Vice President COÖPERATIEVE CENTRALE
RAFFEISEN-BOERENLEENBANK B.A., RABOBANK INTERNATIONAL, NEW YORK BRANCH, as a
Funding AgentBy:
    /s/ Brett DelfinoTitle: Executive Director By:
    /s/ Jacqueline L. ArambuloTitle: Vice President




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STARBIRD FUNDING CORPORATION, as
a CP Conduit PurchaserBy:
    /s/Title: Treasurer BNP PARIBAS, acting through its
New York Branch, as an APA BankBy:

/s/ Michael
GonikTitle: Director By:
    /s/ Brian LeachTitle: Vice President BNP PARIBAS, acting through its
New York Branch, as a Funding AgentBy:

/s/ Michael
GonikTitle: Director By:
    /s/ Brian LeachTitle: Vice President