Exhibit 4.5


 




 


 





CNH EQUIPMENT TRUST
2004-A


 


NH PURCHASE AGREEMENT


 


between


 


NEW HOLLAND
CREDIT COMPANY, LLC


 


and


 


CNH CAPITAL
RECEIVABLES INC.


 


Dated as of September 1, 2004


 




 





 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE I

  	
  CERTAIN
  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions

  	
   

  
	
  SECTION 1.2

  	
  Other Definitional
  Provisions

  	
   

  
	
   

  	
   

  
	
  ARTICLE II

  	
  CONVEYANCE
  OF NH RECEIVABLES

  	
   

  
	
   

  	
   

  
	
  SECTION 2.1

  	
  Conveyance of NH
  Purchased Contracts

  	
   

  
	
  SECTION 2.2

  	
  Conveyance of
  Subsequent NH Receivables

  	
   

  
	
  SECTION 2.3

  	
  Intention of the
  Parties

  	
   

  
	
  SECTION 2.4

  	
  The Closing

  	
   

  
	
  SECTION 2.5

  	
  Payment of the
  Purchase Price

  	
   

  
	
  SECTION 2.6

  	
  Cross-Collateralization

  	
   

  
	
   

  	
   

  
	
  ARTICLE III

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  
	
   

  	
   

  
	
  SECTION 3.1

  	
  Representations and
  Warranties of CNHCR

  	
   

  
	
  SECTION 3.2

  	
  Representations and
  Warranties of NH Credit

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV

  	
  CONDITIONS

  	
   

  
	
   

  	
   

  
	
  SECTION 4.1

  	
  Conditions to
  Obligation of CNHCR

  	
   

  
	
  SECTION 4.2

  	
  Conditions to
  Obligation of NH Credit

  	
   

  
	
   

  	
   

  
	
  ARTICLE V

  	
  COVENANTS OF
  NH CREDIT

  	
   

  
	
   

  	
   

  
	
  SECTION 5.1

  	
  Protection of
  Right, Title and Interest

  	
   

  
	
  SECTION 5.2

  	
  Other Liens or
  Interests

  	
   

  
	
  SECTION 5.3

  	
  Jurisdiction of
  Organization

  	
   

  
	
  SECTION 5.4

  	
  Costs and Expenses

  	
   

  
	
  SECTION 5.5

  	
  Indemnification

  	
   

  
	
  SECTION 5.6

  	
  Transfer of
  Subsequent NH Receivables

  	
   

  
	
  SECTION 5.7

  	
  Cross-Collateralization

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI

  	
  MISCELLANEOUS
  PROVISIONS

  	
   

  
	
   

  	
   

  
	
  SECTION 6.1

  	
  Obligations of NH
  Credit

  	
   

  
	
  SECTION 6.2

  	
  Repurchase Events

  	
   

  
	
  SECTION 6.3

  	
  CNHCR Assignment of
  Repurchased Receivables

  	
   

  
	
  SECTION 6.4

  	
  Trust

  	
   

  
	
  SECTION 6.5

  	
  Amendment

  	
   

  
	
  SECTION 6.6

  	
  Accountants’
  Letters

  	
   

  
	
  SECTION 6.7

  	
  Waivers

  	
   

  
	
  SECTION 6.8

  	
  Notices

  	
   

  
	
  SECTION 6.9

  	
  Costs and Expenses

  	
   

  
	
  SECTION 6.10

  	
  Representations
  of NH Credit and CNHCR

  	
   

  
	
  SECTION 6.11

  	
  Confidential
  Information

  	
   

  
	
  SECTION 6.12

  	
  Headings and
  Cross-References

  	
   

  
	
  SECTION 6.13

  	
  Governing Law

  	
   

  
	
  SECTION 6.14

  	
  Counterparts

  	
   

  
				



 


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  SECTION 6.15

  	
  Information
  Requests

  	
   

  
	
  SECTION 6.16

  	
  Corporate Status

  	
   

  
	
  SECTION 6.17

  	
  Severability

  	
   

  
	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  
	
  EXHIBIT A

  	
  Form
  of NH Assignment

  	
   

  
	
  EXHIBIT B

  	
  Form
  of NH Subsequent Transfer Assignment

  	
   

  
	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
   

  	
   

  
	
  SCHEDULE P

  	
  Perfection
  Representations and Warranties

  	
   

  
					



 


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NH PURCHASE AGREEMENT (as
amended or supplemented from time to time, this “Agreement”) dated as of
September 1, 2004 between NEW HOLLAND CREDIT COMPANY, LLC, a Delaware limited liability
company (“NH Credit”),
and CNH CAPITAL
RECEIVABLES INC., a Delaware corporation, and its successors (“CNHCR”).


 


RECITALS


 


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


 


WHEREAS,
NH Credit and CNHCR wish to set forth the terms pursuant to which: (1)
Contracts having an aggregate Contract Value of approximately $66,878,327.13
and identified on Schedule A to the NH Assignment (the “NH Purchased Contracts”)
as of Initial Cutoff Date and NH Credit’s right, title and interest in any True
Lease Equipment related to such Contracts are to be sold by NH Credit to CNHCR
on the date hereof and (2) certain Subsequent NH Receivables and NH Credit’s
right, title and interest in any True Lease Equipment related to such
Subsequent NH Receivables are to be sold by NH Credit to CNHCR from time to
time on each Subsequent Transfer Date; and


 


WHEREAS,
CNHCR as of the Initial Cutoff Date, owned Contracts previously purchased from
NH Credit pursuant to a Receivables Purchase Agreement dated as of
December 15, 2000 (as amended from time to time, the “NH Liquidity Receivables
Purchase Agreement”),
between NH Credit and CNHCR, having an aggregate Contract Value of
approximately $420,735,622.55 and identified on Schedule A to the
Assignment (the “NH
Owned Contracts”,
and together with the NH Purchased Contracts, the “Initial NH Receivables”); and


 


WHEREAS,
the Initial NH Receivables and the Subsequent NH Receivables (collectively, the
“NH Receivables”),
the Case Receivables and any True Lease Equipment related to such NH
Receivables or Case Receivables will be transferred by CNHCR, pursuant to the
Sale and Servicing Agreement, to CNH Equipment Trust 2004-A (the “Trust”), which
Trust will issue Asset Backed Certificates representing non-assessable, fully
paid, fractional undivided interests in, and 2.0008% Class A-1 Asset Backed
Notes, 2.42% Class A-2 Asset Backed Notes, Floating Rate Class A-3a Asset
Backed Notes, 2.94% Class A-3b Asset Backed Notes, Floating Rate Class A-4a
Asset Backed Notes, 3.48% Class A-4b Asset Backed Notes and 3.31% Class B Asset
Backed Notes collateralized by, the Receivables and the other property of the Trust;
and


 


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


 


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


 

















 


ARTICLE I


CERTAIN DEFINITIONS


 


SECTION 1.1  Definitions.  Capitalized terms used herein and not otherwise defined herein
are defined in Appendix A to the Indenture dated as of the date hereof between
CNH Equipment Trust 2004-A and JPMorgan Chase Bank, as Indenture Trustee.


 


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


 


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


 


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


 


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


 


ARTICLE II


CONVEYANCE OF NH RECEIVABLES


 


SECTION 2.1  Conveyance
of NH Purchased Contracts. 
In consideration of CNHCR’s payment of $487,613,949.68 (the “Initial NH Purchase Price”)
in the manner set out in Section 2.5(a),
NH Credit does hereby sell, transfer, assign, set over and otherwise convey to
CNHCR, without recourse (subject to the obligations herein), all of its right,
title, interest and, with respect to any Contracts that are Leases, obligations
in, to and under (collectively, the “Initial NH Assets”):


 


(i)  the NH Purchased Contracts and the NH Owned
Contracts, including all documents constituting chattel paper included
therewith, and all obligations of the Obligors thereunder, including all moneys
paid thereunder on or after the Initial Cutoff Date;


 


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


 


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


 


(iv)  any proceeds from recourse to Dealers with
respect to the NH Purchased Contracts
and the NH Owned Contracts other than any interest in the Dealers’ reserve
accounts maintained with NH Credit;


 


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


 


(vi)  any True Lease Equipment that is subject to
any NH Purchased Contract or NH
Owned Contract; and


 


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


 


Insofar as the grant above relates to NH Owned
Contracts and related property, it is made for administrative convenience and
is not intended to derogate from the prior conveyance of the NH Owned Contracts
and related property pursuant to the NH Liquidity Receivables Purchase
Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.3  Intention
of the Parties.  The
parties to this Agreement intend that the transactions contemplated hereby
shall be, and shall be treated as, a purchase by CNHCR and a sale by NH Credit
of the NH Purchased Contracts and the Subsequent NH Receivables and any True
Lease Equipment, in each case, related thereto, as the case may be, and not as
a lending transaction, so that in the event of a filing of a petition for
relief by or against NH Credit under the Bankruptcy Code, (i) such NH Purchased
Contracts, Subsequent NH Receivables and True Lease Equipment would not be
property of NH Credit’s bankruptcy estate under Section 541 of the
Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of
such NH Purchased Contracts, Subsequent NH Receivables and True Lease Equipment
by CNHCR to NH Credit under Section 542 of the Bankruptcy Code, and (iii)
the bankruptcy court would determine that payments on the NH Purchased
Contracts, Subsequent NH Receivables and True Lease Equipment not in the
possession of NH Credit would not be subject to the automatic stay provisions
of Section 362(a) of the Bankruptcy Code imposed upon the commencement of
NH Credit’s bankruptcy case. The foregoing sale, assignment, transfer and
conveyance does not constitute, and is not intended to result in a creation or
assumption by CNHCR of, any obligation or liability with respect to any NH
Purchased Contract or any Subsequent NH Receivable, nor shall CNHCR be obligated
to perform or otherwise be responsible for any obligation of NH Credit or any
other Person in connection with the NH Purchased Contracts or the Subsequent NH
Receivables or under any agreement or instrument relating thereto, including
any contract or any other obligation to any Obligor, except that CNHCR accepts
any Contracts that are Leases subject to (and assumes) the covenants benefiting
the Obligors under such Leases.


 


If (but only to the
extent) that the transfer of the NH Assets hereunder is characterized by a
court or other governmental authority as a loan rather than a sale, NH Credit
shall be deemed hereunder to have granted to CNHCR a security interest in all
of NH Credit’s right, title and interest in and to the NH Assets.  Such security interest shall secure all of
NH Credit’s obligations (monetary or otherwise) under this Agreement and the
other Basic Documents to which it is a party, whether now or hereafter existing
or arising, due or to become due, direct or indirect, absolute or contingent.  CNHCR shall have, with respect to the
property described in Section 2.1
and Section 2.2,
and in addition to all the other rights and remedies available to CNHCR under
this Agreement and applicable law, all the rights and remedies of a secured
party under any applicable UCC, and this Agreement shall constitute a security
agreement under applicable law.


 


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


 


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SECTION 2.5  Payment of the Purchase Price.


 


(a)                                  NH Purchased Contracts.  The Initial NH Purchase Price is payable as $487,613,949.68 in
cash on the Closing Date.


 


(b)                                 Subsequent NH Receivables.  As consideration for the conveyance of
Subsequent NH Receivables pursuant to Section 2.2, CNHCR shall pay or cause to be paid to NH
Credit on each Subsequent Transfer Date an amount (a “Subsequent NH Purchase Price”) equal to the aggregate Contract Value
of the Subsequent NH Receivables as of the related Subsequent Cutoff Date, plus
any premium or minus any discount agreed upon by NH Credit and CNHCR.  Any Subsequent NH Purchase Price shall be
payable as follows: (i) cash in the amount released to CNHCR in respect of the
Subsequent NH Receivables from the Pre-Funding Account pursuant to
Section 5.8(a) of the Sale and Servicing Agreement shall be paid to NH
Credit on the related Subsequent Transfer Date; and (ii) the balance shall
be paid in cash as and when amounts are released to, or otherwise realized by,
CNHCR from the Spread Account, the Negative Carry Account, and the Principal
Supplement Account in accordance with the Sale and Servicing Agreement, or
otherwise are available for such purpose.


 


SECTION 2.6  Cross-Collateralization.  To the extent NH Credit retains any interest
in any item of Financed Equipment securing the repayment of any NH Receivable,
as a result of the related Obligor agreeing to cross-collateralize all
obligations owed by such Obligor to NH Credit or otherwise, NH Credit
acknowledges and agrees that its interest in the Financed Equipment shall be
expressly subordinate and junior in priority to the repayment of all amounts
outstanding under such NH Receivable prior to becoming available to pay any
amount outstanding under any other obligation owed by such Obligor to NH
Credit.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES


 


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


 


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


 


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


 


(c)                                  Power and Authority.  CNHCR has the power and authority to execute and deliver this
Agreement and to carry out its terms; and the execution, delivery and


 


5

















 


performance of this Agreement have been duly
authorized by CNHCR by all necessary corporate action.


 


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


 


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


 


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


 


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


 


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


 


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


 


(iii)  Power and Authority.  NH Credit has the power and authority to
execute and deliver this Agreement and to carry out its terms; NH Credit has
full power and authority to sell and assign the property to be sold and
assigned to CNHCR hereby and has duly authorized such sale and assignment to
CNHCR by all necessary limited liability company action; and the execution,
delivery and performance of this Agreement have


 


6

















 


been, and the execution, delivery and performance of
each NH Subsequent Transfer Assignment have been or will be on or before the
related Subsequent Transfer Date, duly authorized by NH Credit by all necessary
limited liability company action.


 


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


 


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


 


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


 


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


 


(i)  Characteristics of
NH Receivables.  Each NH
Receivable: (A) (1) (i) was originated in the United States of America by a Dealer
in connection with the retail sale or lease of Financed Equipment in the
ordinary course of such Dealer’s business, and (ii) was purchased by NH Credit
from a Dealer and validly assigned by such Dealer to NH Credit in accordance
with its terms, or (2) was originated in the United States of America by NH
Credit in connection with the financing or lease of Financed Equipment in the
ordinary course of NH Credit’s business and, in either case, was fully and
properly


 


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executed by the parties thereto, (B) has created a
valid, subsisting and enforceable first priority security interest in the
Financed Equipment in favor of NH Credit (except to the extent that such
security interest has been assigned by NH Credit to CNHCR, by CNHCR to the
Issuer and by the Issuer to the Indenture Trustee), except that (x) no
security interest against the Obligor is created in True Lease Equipment, and
(y) NH Credit makes no representation or warranty as to any such security
interest granted by any Dealer to secure the Dealer’s obligations to make
payments in respect of Termination Values, (C) contains customary and
enforceable provisions such that the rights and remedies of the holder thereof
are adequate for realization against the collateral of the benefits of the
security, and (D) (i) in the case of Retail Installment Contracts, provides for
fixed payments on a periodic basis that fully amortize the Amount Financed by
maturity and yield interest at the Annual Percentage Rate, and (ii) in the case
of any Contracts sold, or to be sold, hereunder that are Leases, provides for
fixed payments on a periodic basis that fully amortize the Amount Financed by
maturity and yield interest at the Annual Percentage Rate, except that any Contracts
sold, or to be sold, hereunder that are Leases also provide for payments of the
related Termination Values.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xii)  Title.  It is the intention of NH Credit that the
transfers and assignments contemplated herein and in the NH Liquidity
Receivables Purchase Agreement constitute a sale of the NH Receivables from NH
Credit to CNHCR and that the beneficial interest in and title to the NH
Receivables and any True Lease Equipment related to such NH Receivables not be
part of the debtor’s estate in the event of the filing of a bankruptcy petition
by or against NH Credit under any bankruptcy or similar law.  No NH Receivable has been sold, transferred,
assigned or pledged by NH Credit to any Person other than CNHCR.  Immediately prior to the transfers and
assignments contemplated herein and in the NH Liquidity Receivables Purchase
Agreement, NH Credit had good


 


9

















 


title to each NH Receivable and any True Lease
Equipment related to such NH Receivable, free and clear of all Liens and,
immediately upon the transfer thereof, CNHCR shall have good title to each NH
Receivable and any True Lease Equipment, free and clear of all Liens; and the
transfer and assignment of the NH Receivables to CNHCR has been perfected under
the UCC.


 


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


 


(xiv)  All Filings Made.  All filings (including UCC filings)
necessary in any jurisdiction to give CNHCR a first priority perfected
ownership interest in the NH Receivables will be made on or prior to the
Closing Date.


 


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


 


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


 


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


 


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


 


(xix)  Chattel Paper.  Each NH Receivable constitutes tangible
“chattel paper” as defined in the UCC of each State the law of which governs
the perfection of the interest granted in it and/or the priority of such
perfected interest.


 


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


 


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


 


(xxii)  Leases.  Each Lease included in the Initial NH
Receivables or the Subsequent NH Receivables has a Termination Value less than
or equal to 10% of the


 


10

















 


purchase price of the equipment subject to such Lease
and is a “lease intended as security” (rather than a true lease) within the
meaning of Section 1-201(37) of the UCC.


 


(xxiii)  NH Credit’s
Representations.  The
representations and warranties of NH Credit contained in Section 3.2(a) are true and
correct.


 


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


 


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


 


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


 


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


 


ARTICLE IV


CONDITIONS


 


SECTION 4.1  Conditions to Obligation of CNHCR.


 


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


 


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


 


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


 


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


 


(A)  The NH Assignment.  On the Closing Date (but only if the
Contract Value of the NH Purchased Contracts is greater than
zero), NH Credit will


 


11

















 


execute and deliver the NH Assignment, which shall be
substantially in the form of Exhibit A.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12

















 


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


 


(v)  the Funding Period shall not have
terminated;


 


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


 


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


 


(viii)  NH Credit shall take any action required to
give CNHCR a first priority perfected ownership interest in the Subsequent NH
Receivables on or prior to the applicable Subsequent Transfer Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


13

















 


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


 


ARTICLE V


COVENANTS OF NH CREDIT


 


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


 


SECTION 5.1  Protection
of Right, Title and Interest.


 


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


 


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


 


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


 


SECTION 5.2  Other
Liens or Interests. 
Except for the conveyances hereunder and pursuant to the NH Liquidity
Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture
and the other Basic Documents, NH Credit: (a) will not sell, pledge, assign or
transfer to any Person, or grant, create, incur, assume or suffer to exist any
Lien on, any


 


14

















 


interest in, to and under the NH Receivables, and (b) shall defend the
right, title and interest of CNHCR in, to and under the NH Receivables against
all claims of third parties claiming through or under NH Credit; provided, however,
that NH Credit’s obligations under this Section shall terminate upon the
termination of the Trust pursuant to the Trust Agreement.


 


SECTION 5.3  Jurisdiction
of Organization.  During
the term of the NH Receivables, NH Credit will maintain its “location” (as
defined in Section 9-307 of the UCC) in one of the States.


 


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


 


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


 


SECTION 5.6  Transfer
of Subsequent NH Receivables. 
NH Credit covenants to transfer to CNHCR, pursuant to Section 2.2,
Subsequent NH Receivables with an aggregate Contract Value approximately equal
to $331,009,612.66 minus the aggregate Contract Value of any Receivables sold
to CNHCR by Case Credit pursuant to Section 5.6 of the Case Purchase
Agreement, subject only to the availability of such Subsequent NH Receivables.


 


SECTION 5.7  Cross-Collateralization.  To the extent that NH Credit transfers,
sells, assigns or otherwise pledges any contract to a third party and such
third party retains any interest in any item of Financed Equipment securing the
repayment of any NH Receivable, as a result of the related Obligor agreeing to cross-collateralize
all obligations owed by such Obligor to NH Credit and its assigns or otherwise,
NH Credit acknowledges and agrees that it shall obtain from such third party an
agreement that such third party’s interest in the Financed Equipment shall be
expressly subordinate and junior in priority to the repayment of all amounts
outstanding under such NH Receivable prior to becoming available to pay any
amount outstanding under any other obligation owed by such Obligor to such
third party.


 


15

















 


ARTICLE VI


MISCELLANEOUS PROVISIONS


 


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


 


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


 


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


 


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


 


SECTION 6.5  Amendment.  This Agreement may be amended from time to
time, with prior written notice to the Rating Agencies, by a written amendment
duly executed and delivered by NH Credit and CNHCR, without the consent of the
Noteholders or the Certificateholders, to cure any ambiguity, to correct or
supplement any provisions in this Agreement or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided,
however, that such amendment will not, in the Opinion of Counsel,
materially and adversely affect the interest of any Noteholder or
Certificateholder.


 


This Agreement may also
be amended from time to time by NH Credit and CNHCR, with prior written notice
to the Rating Agencies, with the written consent of (x) Noteholders holding
Notes evidencing at least a majority of the Note Balance and (y) the Holders of
Certificates evidencing at least a majority of the Certificate Balance, for the
purpose of adding any provisions


 


16

















 


to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided,
however, that no such amendment may: (i) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments on NH Receivables or distributions that are required to be made for the
benefit of the Noteholders or the Certificateholders or (ii) reduce the
aforesaid percentage of the Notes and Certificates that are required to consent
to any such amendment, without the consent of the holders of all the
outstanding Notes and Certificates.


 


It shall not be necessary
for the consent of Certificateholders or Noteholders pursuant to this
Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof.


 


Notwithstanding anything
herein or in any of the Basic Documents to the contrary, any term or provision
of this Agreement may be amended by NH Credit and CNHCR without the consent of
the Certificateholders, the Noteholders or any other Person to add, modify or
eliminate any provisions as may be necessary or advisable in order to comply
with or obtain more favorable treatment under or with respect to any law or
regulation or any accounting rule or principle (whether now or in the future in
effect); it being a condition to any such amendment that the Rating Agency
Condition shall have been satisfied.


 


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


 


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


 


SECTION 6.8  Notices.  All demands, notices and communications
under this Agreement shall be in writing, personally delivered or mailed by
certified mail, return receipt requested, and shall be deemed to have been duly
given upon receipt: (a) in the case of NH Credit, to New Holland Credit
Company, LLC, 33 South Railroad Avenue, New Holland, Pennsylvania 17557-1728,
Attention: Finance Manager (telephone (717) 355-3091); with a copy to Senior
Finance Counsel; (b) in the case of CNHCR, to CNH Capital Receivables Inc., 100
South Saunders Road, Lake Forest, Illinois 60045, Attention: Treasurer
(telephone (847) 735-9200); (c) in the case of the Rating Agencies, at their
respective addresses set forth in Section 10.3 of the


 


17

















 


Sale and Servicing Agreement; or, as to each of the foregoing, at such
other address as shall be designated by written notice to the other parties.


 


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


 


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


 


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


 


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


 


SECTION 6.13  Governing
Law.  This Agreement, the
NH Assignment, and each NH Subsequent Transfer Assignment shall be construed in
accordance with the laws of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder or thereunder shall be determined in accordance with such
laws.


 


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


 


SECTION 6.15  Information Requests.  The parties hereto shall provide any
information reasonably requested by the other party or any of their Affiliates,
at the expense of such party, as applicable, in order to comply with or obtain
more favorable treatment under any current or future law, rule, regulation,
accounting rule or principle.


 


SECTION 6.16  Corporate Status.  Notwithstanding anything herein or in the
Basic Documents to the contrary, CNHCR may convert from a Delaware corporation
to a Delaware limited liability company without the prior written consent of
any party, without satisfying the Rating Agency Condition (but with prior
written notice to such Rating Agencies), and without the need for entering into
any supplemental or additional documentation. 
Any references to CNHCR as a corporation herein or in any other Basic
Document after any such conversion shall be referenced to such entity as a
limited liability company.


 


18

















 


SECTION 6.17 
Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


(signature page
follows)


 


19

















 


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


 


 


	
   

  	
  CNH
  CAPITAL RECEIVABLES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRIAN O’KEANE

  	
   

  
	
   

  	
   

  	
  Name:   Brian O’Keane

  
	
   

  	
   

  	
  Title:    Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW
  HOLLAND CREDIT COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRIAN O’KEANE

  	
   

  
	
   

  	
   

  	
  Name:   Brian O’Keane

  
	
   

  	
   

  	
  Title:     Assistant Treasurer

  



 


NH
Purchase Agreement


 


S-1

















 


EXHIBIT A


to NH Purchase Agreement


 


FORM OF

NH ASSIGNMENT


 


For value received, in
accordance with and subject to the NH Purchase Agreement dated as of
September 1, 2004 (the “NH Purchase Agreement”) between the undersigned and CNH
Capital Receivables Inc.  (“CNHCR”), the undersigned does hereby sell,
assign, transfer, set over and otherwise convey unto CNHCR, without recourse,
all of its right, title, interest and, with respect to any Contracts that are
Leases, obligations in, to and under: (a) the NH Purchased Contracts, which are
listed on Schedule A
hereto, including all documents constituting chattel paper included therewith,
and all obligations of the Obligors thereunder, including all moneys paid
thereunder on or after the Initial Cutoff Date, (b) the security interests
in the Financed Equipment granted by Obligors pursuant to the NH Purchased
Contracts and any other interest of the undersigned in such Financed Equipment,
(c) any proceeds with respect to the NH Purchased Contracts from claims on
insurance policies covering Financed Equipment or Obligors, (d) any proceeds
from recourse to Dealers with respect to the NH Purchased Contracts other than
any interest in the Dealers’ reserve accounts maintained with NH Credit, (e)
any Financed Equipment that shall have secured the NH Purchased Contracts and
that shall have been acquired by or on behalf of CNHCR, (f) any True Lease
Equipment that is subject to any NH Purchased Contract, and (g) the proceeds of
any and all of the foregoing.  The
foregoing sale does not constitute and is not intended to result in any
assumption by CNHCR of any obligation (other than the covenant of quiet
enjoyment benefiting the Obligors under any Contracts that are Leases) of the
undersigned to the Obligors, insurers or any other person in connection with
the NH Purchased Contracts, Receivables Files, any insurance policies or any
agreement or instrument relating to any of them.


 


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


 


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


 


 


A-1

















 


IN WITNESS WHEREOF, the
undersigned has caused this NH Assignment to be duly executed as of
September 1, 2004.


 


 


	
   

  	
  NEW
  HOLLAND CREDIT COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2

















 


EXHIBIT B


to NH Purchase Agreement


 


FORM OF

NH SUBSEQUENT TRANSFER ASSIGNMENT


 


For value received, in
accordance with and subject to the NH Purchase Agreement dated as of
September 1, 2004 (the “NH Purchase Agreement”) between New Holland Credit Company
LLC, a Delaware limited liability company (“NH Credit”), and CNH Capital
Receivables Inc., a Delaware corporation (“CNHCR”), NH Credit does hereby
sell, transfer, assign, set over and otherwise convey to CNHCR, without
recourse, all of its right, title, interest and, with respect to any Contracts
that are Leases, obligations in, to and under: (a) the Subsequent NH
Receivables, with an aggregate Contract Value equal to $            ,
listed on Schedule A
hereto, including all documents constituting chattel paper included
therewith, and all obligations of the Obligors thereunder, including all moneys
paid thereunder on or after the Subsequent Cutoff Date, (b) the security interests
in the Financed Equipment granted by Obligors pursuant to such Subsequent NH
Receivables and any other interest of NH Credit in such Financed Equipment, (c)
any proceeds with respect to such Subsequent NH Receivables from claims on
insurance policies covering Financed Equipment or Obligors, (d)  any
proceeds from recourse to Dealers with respect to such Subsequent NH
Receivables other than any interest in the Dealers’ reserve accounts maintained
with NH Credit, (e) any Financed Equipment that shall have secured any such
Subsequent NH Receivables and that shall have been acquired by or on behalf of
CNHCR, (f) any True Lease Equipment that is subject to any Subsequent NH
Receivable, and (g) the proceeds of any and all of the foregoing.  The foregoing sale does not constitute and
is not intended to result in any assumption by CNHCR of any obligation (other
than the covenant of quiet enjoyment benefiting the Obligors under any
Contracts that are Leases) of NH Credit to the Obligors, insurers or any other
person in connection with such Subsequent NH Receivables, Receivable Files, any
insurance policies or any agreement or instrument relating to any of them.


 


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


 


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


 


B-1

















 


IN WITNESS WHEREOF, the
undersigned has caused this NH Subsequent Transfer Assignment to be duly executed
as of the      day of
            ,
200   .


 


	
   

  	
  NEW
  HOLLAND CREDIT COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-2

















 


SCHEDULE A


to NH Subsequent Transfer Assignment


 


SCHEDULE OF
SUBSEQUENT NH RECEIVABLES


 


[See attached list]


 

















 


ANNEX A


to NH Subsequent Transfer Assignment


 


OFFICER’S
CERTIFICATE


 


I, the undersigned
officer of New Holland Credit Company, LLC (the “Company”), do hereby certify,
pursuant to Section 4.1(b)(xiii)  of the NH Purchase Agreement dated as of
September 1, 2004 among the Company, and CNH Capital Receivables Inc.  (the “NH Purchase Agreement”), that (i)
all of the conditions precedent to the transfer to CNHCR of the Subsequent NH
Receivables listed on Schedule A to the NH Subsequent Transfer Assignment
delivered herewith, and the other property and rights related to such
Subsequent NH Receivables as described in Section 2.2  of the NH Purchase Agreement, have been
satisfied on or prior to the related Subsequent Transfer Date and (ii) each
statement of fact set forth in any officer’s certificate executed by an officer
of the Company in connection with an Opinion of Counsel delivered on the
Closing Date with respect to a transfer of, or a security interest in, the NH
Receivables shall be true and correct as of the date hereof with respect to the
Subsequent NH Receivables listed on the aforementioned Schedule A.


 


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


 


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


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 

















 


SCHEDULE P


 


1.                                       General.  The NH Purchase Agreement creates, or with
respect to the NH 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 the NH Receivables in favor of CNHCR, which, (a) is
enforceable upon execution of the NH Purchase Agreement against creditors of
and purchasers from NH Credit, as such enforceability may be limited by
applicable debtor relief laws, now or hereafter in effect, and by general
principles of equity (whether considered in a suit at law or in equity), and
(b) upon filing of the financing statements described in clause 4 below will be
prior to all other Liens (other than Liens permitted pursuant to clause 5
below).


 


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


 


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


 


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


 


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