Exhibit 4.4


 




 





CNH EQUIPMENT TRUST 2004-A


 


CASE PURCHASE AGREEMENT


 


between


 


CASE CREDIT
CORPORATION


 


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 CASE RECEIVABLES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Conveyance
  of Case Purchased Contracts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.2.

  	
  Conveyance
  of Subsequent Case 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 Case Credit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
  Conditions
  to Obligation of CNHCR

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.2.

  	
  Conditions
  to Obligation of Case Credit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  COVENANTS OF CASE 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 Case Receivables

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.7.

  	
  Cross-Collateralization

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Obligations
  of Case Credit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.2.

  	
  Repurchase
  Events

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.3.

  	
  CNHCR
  Assignment of Repurchased Receivables

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.4.

  	
  Trust

  	
   

  



 


i

















 


	
  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 Case Credit and CNHCR

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.11.

  	
  Confidential
  Information

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.12.

  	
  Headings
  and Cross-References

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.13.

  	
  Governing
  Law

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.14.

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.15.

  	
  Severability

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.16.

  	
  Information
  Requests

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.17.

  	
  Corporate
  Status

  	
   

  



 


	
  EXHIBITS

  	
   

  	
   

  
	
  EXHIBIT
  A

  	
   

  	
  Form of Case Assignment

  
	
  EXHIBIT
  B

  	
   

  	
  Form of Case Subsequent Transfer Assignment

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  
	
   

  
	
  SCHEDULE P

  	
   

  	
  Perfection Representation and Warranties

  



 


ii

















 


CASE PURCHASE AGREEMENT (as
amended or supplemented from time to time, this “Agreement”) dated as of
September 1, 2004 between CASE CREDIT CORPORATION, a Delaware corporation,
and its successors (“Case
Credit”),
and CNH CAPITAL RECEIVABLES INC., a Delaware corporation, and its successors (“CNHCR”).


 


RECITALS


 


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


 


WHEREAS, in the regular
course of its business, Case Credit purchases from CNH America LLC (f/k/a Case,
LLC) certain Contracts originated by CNH America LLC (f/k/a Case, LLC) in the
ordinary course of business; and


 


WHEREAS, Case Credit and
CNHCR wish to set forth the terms pursuant to which: (1) Contracts having an
aggregate Contract Value of approximately $104,326,677.55 and identified on Schedule A
to the Case Assignment (the “Case
Purchased Contracts”)
as of the Initial Cutoff Date and Case Credit’s right, title and interest in
any True Lease Equipment related to such Contracts are to be sold by Case
Credit to CNHCR on the date hereof and (2) certain Subsequent Case Receivables
and Case Credit’s right, title and interest in any True Lease Equipment related
to such Subsequent Case Receivables are to be sold by Case 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
Case Credit pursuant to an Amended and Restated Receivables Purchase Agreement
dated as of December 15, 2000 (as amended from time to time, the “Case Liquidity Receivables
Purchase Agreement”)
between Case Credit and CNHCR, having an aggregate Contract Value of
approximately $577,049,760.10 and identified on Schedule A to the
Assignment (the “Case
Owned Contracts”,
and together with the Case Purchased Contracts, the “Initial Case Receivables”); and


 


WHEREAS,
the Initial Case Receivables and the Subsequent Case Receivables (collectively,
the “Case Receivables”), the NH
Receivables and any True Lease Equipment related to such Case Receivables or NH
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, 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,
Case Credit and CNHCR wish to set forth herein certain representations,
warranties, covenants and indemnities of Case Credit with respect to the Case
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.


 


2

















 


ARTICLE II

Conveyance of Case Receivables


 


SECTION 2.1.  Conveyance
of Case Purchased Contracts. 
In consideration of CNHCR’s payment of $681,376,437.65 (the “Initial Case Purchase Price”) in the manner set
out in Section 2.5(a), Case 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
Case Assets”):


 


(i)                                                                  the
Case Purchased Contracts and the Case 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;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.2.  Conveyance
of Subsequent Case 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 Case Credit of the related Subsequent Case Purchase Price
pursuant to Section 2.5,
Case Credit does


 


3

















 


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
Case Assets”;
and together with the Initial Case Assets, the “Case Assets”):


 


(i)                                                                  the
Subsequent Case Receivables listed on Schedule A to the related Case
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 Case Receivables and any other interest of Case Credit in such
Financed Equipment;


 


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


 


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


 


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


 


(vi)                                                           any
True Lease Equipment that is subject to any Subsequent Case 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 Case
Credit of the Case Purchased Contracts and the Subsequent Case Receivables and
any True Lease Equipment related to such Case Purchased Contracts or Subsequent
Case Receivables, as the case may be, and not as a lending transaction, such
that in the event of a filing of a petition for relief by or against Case
Credit under the Bankruptcy Code, such Case Purchased Contracts, Subsequent
Case Receivables and True Lease Equipment would not be property of Case
Credit’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii)
the bankruptcy court would not compel the turnover of such Case Purchased
Contracts, Subsequent Case Receivables and True Lease Equipment or collections
thereon by CNHCR to Case Credit under Section 542 of the Bankruptcy Code,
and (iii) the bankruptcy court would determine that payments on such Case
Purchased Contracts, Subsequent Case Receivables and True Lease


 


4

















 


Equipment not in the possession of Case Credit would not be subject to
the automatic stay provisions of Section 362(a) of the Bankruptcy Code
imposed upon the commencement of Case 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 Case
Purchased Contract or any Subsequent Case Receivables, nor shall CNHCR be
obligated to perform or otherwise be responsible for any obligation of Case
Credit or any other Person in connection with the Case Purchased Contracts or
the Subsequent Case 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 Case Assets hereunder is characterized
by a court or other governmental authority as a loan rather than a sale, Case
Credit shall be deemed hereunder to have granted to CNHCR a security interest
in all of Case Credit’s right, title and interest in and to the Case
Assets.  Such security interest shall
secure all of Case 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 Case 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 NH Purchase Agreement, (b) the Sale and Servicing Agreement, (c) the Trust
Agreement, (d) the Administration Agreement and (e) the Indenture.


 


SECTION 2.5.  Payment
of the Purchase Price.


 


(a)                                  Case Purchased Contracts.  The Initial Case Purchase Price is payable
as follows:  (i) partially in cash on
the Closing Date, and (ii) the remainder shall be deemed to have been paid by
CNHCR to Case Credit and returned by Case Credit to CNHCR as a contribution to
capital.


 


(b)                                 Subsequent Case Receivables.  As consideration for the conveyance of
Subsequent Case Receivables pursuant to Section 2.2,
CNHCR shall pay or cause to be paid to Case Credit on each Subsequent Transfer
Date an amount (a “Subsequent
Case Purchase Price”)
equal to the aggregate Contract Value of the Subsequent Case Receivables as of
the related Subsequent Cutoff Date, plus any


 


5

















 


premium or
minus any discount agreed upon by Case Credit and CNHCR.  Any Subsequent Case Purchase Price shall be
payable as follows: (i) cash in the amount released to CNHCR in respect of the
Subsequent Case Receivables from the Pre-Funding Account pursuant to
Section 5.8(a) of the Sale and Servicing Agreement shall be paid to Case
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 Case Credit retains any
interest in any item of Financed Equipment securing the repayment of any Case
Receivable, as a result of the related Obligor agreeing to cross-collateralize
all obligations owed by such Obligor to Case Credit or otherwise, Case 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 Case Receivable prior to becoming available to pay any
amount outstanding under any other obligation owed by such Obligor to Case
Credit.


 


ARTICLE III

Representations and Warranties


 


SECTION 3.1.  Representations
and Warranties of CNHCR. 
CNHCR hereby represents and warrants to Case 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 Case 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 performance of this Agreement have been duly authorized by CNHCR
by all necessary corporate action.


 


6

















 


(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 Case Credit. 
(a)  Case Credit hereby
represents and warrants to CNHCR as of the date hereof and as of the Closing
Date:


 


(i)                                                                  Organization and Good Standing.  Case Credit 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 Case Receivables.


 


(ii)                                                               Due Qualification.  Case Credit 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.


 


(iii)                                                            Power and Authority.  Case Credit has the power and authority to
execute and deliver this Agreement and to carry out its terms; Case 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


 


7

















 


all necessary corporate action; and the execution, delivery and
performance of this Agreement have been, and the execution, delivery and
performance of each Case Subsequent Transfer Assignment have been or will be on
or before the related Subsequent Transfer Date, duly authorized by Case Credit
by all necessary corporate action.


 


(iv)                                                           Binding Obligation. 
This Agreement constitutes, and each Case Subsequent Transfer Assignment
when executed and delivered by Case Credit will constitute, a legal, valid and
binding obligation of Case Credit enforceable against Case 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
incorporation or by-laws of Case Credit, or any indenture, agreement or other
instrument to which Case 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 Case Credit’s knowledge,
any order, rule or regulation applicable to Case Credit of any court or of any
federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over Case Credit or its properties.


 


(vi)                                                           No Proceedings.  There are no proceedings or investigations pending or, to Case
Credit’s best knowledge, threatened, before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over Case 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 Case Credit of its obligations under, or the validity or enforceability of,
this Agreement.


 


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


 


8

















 


(i)                                                                  Characteristics of Case Receivables.  Each Case 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 Case Credit from a Dealer and validly
assigned by such Dealer to Case Credit in accordance with its terms, or (2) was
originated in the United States of America by Case Credit in connection with
the financing or lease of Financed Equipment in the ordinary course of Case
Credit’s business and, in either case, was fully and properly executed by the
parties thereto, (B) has created a valid, subsisting and enforceable first
priority security interest in the Financed Equipment in favor of Case Credit
(except to the extent that such security interest has been assigned by Case
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) Case 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 Case Receivables.  The information set forth on Schedule A to the Case 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 Case Subsequent Transfer Assignment
will be true and correct on each Subsequent Transfer Date related to such Case
Subsequent Transfer Assignment and no selection procedures believed by Case
Credit to be adverse to the interests of the Trust, the Noteholders or the
Certificateholders were or will be utilized in selecting the Case
Receivables.  The computer tape
regarding the Case Receivables made available to CNHCR and its assigns is true
and correct in all respects.


 


(iii)                                                            Compliance with Law.  Each Case 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 Case
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


 


9

















 


Practices Act, the Federal Trade Commission Act, the Magnuson-Moss
Warranty Act, the Federal Reserve Board’s Regulations B and Z, the Wisconsin
Consumer Act and 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 Case 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 Case 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.


 


(vi)                                                           Security Interest in Financed Equipment.  Immediately prior to the sale, assignment
and transfer thereof, each Case Receivable shall be secured by a validly
perfected first priority security interest in the Financed Equipment in favor
of Case 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 Case Credit as secured
party, except that (A) no security interest against the Obligor is created
in True Lease Equipment and (B) Case 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)                                                        Case Receivables in Force.  No Case Receivable has been satisfied,
subordinated or rescinded, nor has any Financed Equipment been released from
the Lien granted by the related Case Receivable in whole or in part.


 


(viii)                                                     No Amendment or Waiver.  No provision of a Case 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 Case 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 Case Receivable.


 


(x)                                                                No Liens. 
To the best of Case 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 Case Receivable,
except those pursuant to the Basic Documents.


 


10

















 


(xi)                                                             No Default. 
No Case 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 Case 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 Case Receivable has arisen; and Case Credit has not waived and shall not
waive any of the foregoing.


 


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


 


(xiii)                                                       Lawful Assignment.  No Case Receivable has been originated in, or is subject to the
laws of, any jurisdiction under which the sale, transfer and assignment of such
Case Receivable or any Case Receivable under this Agreement, the Case 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 Case
Receivables will be made on or prior to the Closing Date.


 


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


 


(xvi)                                                      Maturity of Receivables.  Each Receivable has a remaining term to
maturity of not more than  72  months, in the case of the Initial
Receivables, and  72 months, in the
case of the Subsequent Receivables; the weighted average remaining term of the
Initial Receivables is approximately 49.08 months as of the Initial Cutoff
Date; the weighted average original term of the Receivables,


 


11

















 


including as of each Subsequent Transfer Date all Subsequent
Receivables previously transferred to CNHCR, will not be greater than 55
months.


 


(xvii)                                                   Scheduled Payments.  No Receivable has a final scheduled payment date later than six
months preceding the Final Scheduled Maturity Date; each Receivable provides
for payments that fully amortize the Amount Financed over the original term of
the Receivable, and is either a Precomputed Receivable or a Simple Interest
Receivable.


 


(xviii)                                                Insurance. 
The Obligor on each Case 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 Case Credit’s normal requirements.


 


(xix)                                                        Concentrations.  (A)  No Receivable has a
Statistical Contract Value (when combined with the Statistical Contract Value
of any other Receivable with the same or an Affiliated Obligor) that exceeds  1% of the Initial Aggregate Statistical
Contract Value.


 


(xx)                                                           Financing. 
Approximately 65.53% of the aggregate Statistical Contract Value of the
Initial Receivables, were secured by or constitute Receivables of equipment
that was new at the time the related Initial Receivable was originated; the
remainder of the Initial Receivables represent financing or leases of used
equipment; approximately 73.59% of the aggregate Statistical Contract Value of
the Initial Receivables, represent financing or leases of agricultural
equipment; the remainder of the Initial Receivables represent financing or
leases of construction equipment.  The
aggregate Statistical Contract Value of the Receivables for the purposes of the
above calculations as of the Initial Cutoff Date is $1,218,743,946.53.  Additionally, not more than 35% of the
aggregate Contract Value of the Receivables, including, as of each Subsequent
Transfer Date, all Subsequent Receivables previously transferred to CNHCR, will
represent Contracts for the financing or lease of construction equipment.  No Subsequent Receivable will represent the
financing of truck equipment.


 


(xxi)                                                        No Bankruptcies.  No Obligor on any Case 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.


 


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


 


(xxiii)                                                  Chattel Paper.  Each Case Receivable constitutes “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.


 


12

















 


(xxiv)                                                 U.S.  Obligors.  None of the Case 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.


 


(xxv)                                                    Payment Frequency.  As of the Initial Cutoff Date and as shown on the books of Case
Credit:  (A) Initial Receivables having
an aggregate Statistical Contract Value equal to 42.41% of the Initial
Aggregate Statistical Contract Value had annual scheduled payments, (B) Initial
Receivables having an aggregate Statistical Contract Value equal to 3.38% of
the Initial Aggregate Statistical Contract Value had semi-annual scheduled
payments, (C) Initial Receivables having an aggregate Statistical Contract
Value equal to 1.03% of the Initial Aggregate Statistical Contract Value had quarterly
scheduled payments, (D) Initial Receivables having an aggregate Statistical
Contract Value equal to 49.16% of the Initial Aggregate Statistical Contract
Value had monthly scheduled payments, and (E) Initial Receivables having an
aggregate Statistical Contract Value equal to 4.02% of the Initial Aggregate
Statistical Contract Value had irregularly scheduled payments.


 


(xxvi)                                                 Interest Accruing.  Each Case Receivable, other than those Case 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 Case Receivable contains an interest waiver extending
more than 12 months after the Initial Cutoff Date.


 


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


 


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


 


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


 


(xxx)                                                      No Either/or Leases.  No Lease included in the Initial Case
Receivables or the Subsequent Case Receivables is a 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.


 


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


 


13

















 


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


 


ARTICLE IV

Conditions


 


SECTION 4.1.  Conditions
to Obligation of CNHCR.


 


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


 


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


 


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


 


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


 


(A)                                                           The Case Assignment.  On the Closing Date (but only if the
Contract Value of the Case Purchased Contracts is greater than zero), Case
Credit will execute and deliver the Case 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 Case Purchased Contracts is greater than zero), Case
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 Case Purchased Contracts
and the other property sold hereunder, executed by Case Credit, as seller or
debtor, and naming CNHCR, as purchaser or secured party, describing the Case
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 Case
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 Case Credit’s interests in
Financed Equipment.  Case 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 Case Credit’s
receipt thereof.


 


14

















 


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


 


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


 


(ii)                                                               Case
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 Case Receivables;


 


(iii)                                                            as
of such Subsequent Transfer Date: (A) Case Credit was not insolvent and will
not become insolvent as a result of the transfer of Subsequent Case Receivables
on such Subsequent Transfer Date, (B) Case Credit did not intend to incur or
believe that it would incur debts that would be beyond Case 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 Case Credit did not
constitute unreasonably small capital to carry out its business as conducted;


 


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


 


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


 


15

















 


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


 


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


 


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


 


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


 


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


 


(xiii)                                                       Case
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 Case Subsequent Transfer Assignment).


 


SECTION 4.2.  Conditions
to Obligation of Case Credit. 
The obligation of Case Credit to sell the Case Purchased Contracts and
the Subsequent Case 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.


 


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


 


16

















 


ARTICLE V

Covenants of Case Credit


 


Case 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.  Case 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 Case 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 Case 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 Case Credit’s interests in Financed
Equipment.  Case 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 Case 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 Case Credit makes any change in its name, identity
or corporate structure that would or could reasonably be expected to 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, Case 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 Case
Credit makes any change to its “location” as defined in Section 9-307 of
the UCC, Case 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 Case Liquidity
Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture
and the other Basic Documents, Case 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 interest in, to and under the Case


 


17

















 


Receivables, and (b) shall defend the right, title and interest of
CNHCR in, to and under the Case Receivables against all claims of third parties
claiming through or under Case Credit; provided, however, that Case
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 Case Receivables, Case 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.  Case 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 Case Receivables.


 


SECTION 5.5.  Indemnification.  Case Credit shall indemnify, defend and hold
harmless CNHCR for any liability as a result of the failure of a Case
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 Case Credit may otherwise have.  Case 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 Case Receivables to CNHCR hereunder or the sale of the Case
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 Case Receivables on 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 Case Receivables. 
Case Credit covenants to transfer to CNHCR, pursuant to Section 2.2, Subsequent Case
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 NH Credit pursuant to Section 5.6 of the NH Purchase Agreement,
subject only to the availability of such Subsequent Case Receivables.


 


SECTION 5.7.  Cross-Collateralization.  To the extent that Case Credit transfers,
sells, assigns or otherwise pledges any contract to a third party and retains
any interest in any item of Financed Equipment securing the repayment of any
Case Receivable, as a result of the related Obligor agreeing to
cross-collateralize all obligations owed by such Obligor to Case Credit and its
assigns or otherwise, Case Credit acknowledges and agrees that it shall obtain
from such third party an


 


18

















 


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 Case Receivable prior to becoming available to
pay any amount outstanding under any other obligation owed by such Obligor to
such third party.


 


ARTICLE VI

Miscellaneous Provisions


 


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


 


SECTION 6.2.  Repurchase
Events.  Case 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 Case Credit’s representations and
warranties contained in Section 3.2(b),
shall constitute events obligating Case Credit to repurchase any Case
Receivable and, with respect to a breach of any of Case Credit’s
representations and warranties contained in Sections
3.2(b)(xvi), (xvii), (xix), (xx), (xxv)
and (xxvi), 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 Case Credit shall constitute the sole remedy of
CNHCR, the Indenture Trustee, the Noteholders, the Trust, the Trustee or the
Certificateholders against Case Credit with respect to any Repurchase Event.


 


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


 


SECTION 6.4.  Trust.  Case Credit acknowledges and agrees that:
(a) CNHCR will, pursuant to the Sale and Servicing Agreement, sell the Case
Receivables to the Trust and assign its rights under this Agreement to the
Trust, (b) the Trust will, pursuant to the Indenture, assign such Case
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.  Case 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.


 


19

















 


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 Case 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. 
Notwithstanding anything herein to the contrary, any term or provision
of this Agreement may be amended by Case 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.


 


This Agreement
may also be amended from time to time by Case 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 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 Case 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.


 


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) Case 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


 


20

















 


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 Case Assignment
or any Case 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 Case Credit, to Case Credit Corporation,
233 Lake Avenue, Racine, Wisconsin 53403, Attention:  Treasurer (telephone (262) 636-6011); (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 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.  Case
Credit will pay all expenses incident to the performance of its obligations
under this Agreement and Case 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 Case Receivables and the enforcement of any
obligation of Case Credit hereunder.


 


SECTION 6.10.  Representations
of Case Credit and CNHCR. 
The respective agreements, representations, warranties and other
statements by Case 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 Case 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


 


21

















 


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
Case Assignment, and each Case 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.  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.


 


SECTION 6.16.    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, in order to comply with
or obtain more favorable treatment under any current or future law, rule,
regulation, accounting rule or principle.


 


SECTION 6.17.    Corporate Status.  Notwithstanding anything herein or in the
other Basic Documents to the contrary, Case Credit and/or 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 Case Credit or CNHCR as a
corporation herein or in any other Basic Document after any such conversion
shall be references to such entity as a limited liability company.


 


(signature
pages follow)


 


22

















 


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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CASE CREDIT CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRIAN O’KEANE

  	
   

  
	
   

  	
  Name:  Brian O’Keane

  	
   

  
	
   

  	
  Title:  Assistant Treasurer

  	
   

  



 


Case Purchase Agreement


 


S-1

















 


EXHIBIT
A


to Case Purchase
Agreement


 


FORM
OF


CASE ASSIGNMENT


 


For value
received, in accordance with and subject to the Case Purchase Agreement dated
as of September 1, 2004 (the “Case 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 Case 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 Case Purchased Contracts and any other interest of the
undersigned in such Financed Equipment, (c) any proceeds with respect to the
Case Purchased Contracts from claims on insurance policies covering Financed
Equipment or Obligors, (d) any proceeds from recourse to Dealers with respect
to the Case Purchased Contracts other than any interest in the Dealers’ reserve
accounts maintained with Case Credit Corporation, (e) any Financed Equipment
that shall have secured the Case Purchased Contracts and that shall have been
acquired by or on behalf of CNHCR, (f) any True Lease Equipment that is subject
to any Case 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 Case Purchased Contracts,
Receivables Files, any insurance policies or any agreement or instrument
relating to any of them.


 


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


 


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


 


A-1

















 


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


 


	
   

  	
  CASE CREDIT
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


A-2

















 


EXHIBIT
B


to Case Purchase
Agreement


 


FORM
OF


CASE SUBSEQUENT
TRANSFER ASSIGNMENT


 


For value
received, in accordance with and subject to the Case Purchase Agreement dated
as of September 1, 2004 (the “Case Purchase Agreement”), between Case
Credit Corporation, a Delaware corporation (“Case Credit”), and CNH Capital
Receivables Inc., a Delaware corporation (“CNHCR”), Case 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 Case 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 Case
Receivables and any other interest of Case Credit in such Financed Equipment,
(c) any proceeds with respect to such Subsequent Case Receivables from claims
on insurance policies covering Financed Equipment or Obligors, (d) any proceeds
from recourse to Dealers with respect to such Subsequent Case Receivables other
than any interest in the Dealers’ reserve accounts maintained with Case Credit,
(e) any Financed Equipment that shall have secured any such Subsequent Case
Receivables and that shall have been acquired by or on behalf of CNHCR, (f) any
True Lease Equipment that is subject to any Subsequent Case 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 Case
Credit to the Obligors, insurers or any other person in connection with such
Subsequent Case Receivables, Receivable Files, any insurance policies or any
agreement or instrument relating to any of them.


 


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


 


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


 


B-1

















 


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


 


	
  CASE CREDIT CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
			



 


B-2

















 


SCHEDULE A


to Case Subsequent
Transfer Assignment


 


SCHEDULE OF
SUBSEQUENT CASE RECEIVABLES


 


[See attached list]


 

















 


ANNEX A


to Case Subsequent
Transfer Assignment


 


OFFICER’S CERTIFICATE


 


I, the
undersigned officer of Case Credit Corporation (the “Company”), do hereby certify, pursuant to Section 4.1(b)(xiii)
of the Case Purchase Agreement dated as of September 1, 2004, among the
Company, and CNH Capital Receivables Inc. 
(the “Case Purchase Agreement”), that (i) all of the conditions
precedent to the transfer to CNHCR of the Subsequent Case Receivables listed on
Schedule A to the Case Subsequent Transfer Assignment delivered herewith,
and the other property and rights related to such Subsequent Case Receivables
as described in Section 2.2 of the Case 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 Case Receivables shall be true and correct as of the date hereof with
respect to the Subsequent Case Receivables listed on the aforementioned
Schedule A.


 


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


 


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


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
								



 

















 


Schedule P


 


1.                                       General.  The Case Purchase Agreement creates, or with
respect to Case 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 UCC)
in the Case Receivables in favor of CNHCR, which, (a) is enforceable upon
execution of the Case Purchase Agreement against creditors of and purchasers
from Case 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 3 below).


 


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


 


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


 


4.                                       Perfection.  Case 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 Case Purchase Agreement in the Case Receivables.  With respect to the Case Receivables that constitute tangible
chattel paper, Case Credit has in its possession the original copies of such
tangible chattel paper that constitute or evidence the Case Receivables, and
Case Credit has caused, or will have caused within ten days of the effective
date of the Case Purchase Agreement, the filing of financing statements against
Case Credit and such originator in favor of CNHCR in connection herewith
describing such Case 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 Case Purchase Agreement and the Case Liquidity
Receivables Purchase Agreement, Case Credit has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Case
Receivables.  Case Credit has not
authorized the filing of and is not aware of any financing statements against
Case Credit that include a description of collateral covering the Case
Receivables


 

















 


other than any
financing statement (i) relating to the security interests granted to CNHCR
under the Case Purchase Agreement and the Case 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
Case Receivables has any marks or notations indicating that they have pledged,
assigned or otherwise conveyed to any Person other than Indenture Trustee.