Exhibit
4.6


 




 





CNH EQUIPMENT TRUST 2004-A


 


 


ADMINISTRATION AGREEMENT


 


 


among


 


 


CNH EQUIPMENT TRUST 2004-A,

as Issuer,


 


 


and


 


 


CASE CREDIT CORPORATION,

as Administrator,


 


 


and


 


 


JPMORGAN CHASE BANK,

as Indenture Trustee.


 


 


Dated as of September 1, 2004


 




 




















 


TABLE OF
CONTENTS


 


	
  1.

  	
  Duties of the Administrator

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Duties with Respect to
  the Indenture and the Depository Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Duties
  with Respect to the Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Non-Ministerial Matters

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Records

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Compensation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Additional Information To Be Furnished to the Issuer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Independence of the Administrator

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  No Joint Venture

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Other
  Activities of the Administrator

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Term of
  Agreement; Resignation and Removal of the Administrator

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Action upon Termination, Resignation or Removal

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Amendments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Successors and Assigns

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  Headings

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  Severability

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  Not Applicable to Case Credit Corporation
  in Other Capacities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  Limitation of Liability of the Trustee and the Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  Third-Party
  Beneficiary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  Information Requests.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  Corporate Status.

  	
   

  



 


i

















 


ADMINISTRATION AGREEMENT
dated as of September 1, 2004, among CNH EQUIPMENT TRUST 2004-A, a Delaware
statutory trust (the “Issuer”),
CASE CREDIT CORPORATION, a Delaware corporation, and its successors, as
administrator (the “Administrator”),
and JPMorgan Chase Bank, a New York banking corporation, not in its individual
capacity but solely as Indenture Trustee (the “Indenture Trustee”).


 


RECITALS


 


WHEREAS,
the Issuer is issuing: (a) 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 (collectively, the “Class A Notes”) and 3.31% Class B
Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”) pursuant
to the Indenture, dated as of the date hereof (as amended and supplemented from
time to time in accordance with the provisions thereof, the “Indenture”),
between the Issuer and the Indenture Trustee (capitalized terms used herein and
not otherwise defined herein are defined in Appendix A to the Indenture);


 


WHEREAS,
the Issuer has entered into certain agreements in connection with the issuance
of the Notes and of certain beneficial ownership interests of the Issuer,
including: (i) a Sale and Servicing Agreement, dated as of the date hereof (as
amended and supplemented from time to time, the “Sale and Servicing Agreement”),
among the Issuer, Case Credit Corporation, as servicer (the “Servicer”), and
CNH Capital Receivables Inc., a Delaware corporation, as seller (the “Seller”), (ii) a
Depository Agreement, dated September 22, 2004 (the “Depository Agreement”), among the
Issuer, the Indenture Trustee, the Administrator and The Depository Trust
Company, (iii) the Indenture and (iv) a Trust Agreement, dated as of the date
hereof (the “Trust
Agreement”), between the Seller and the Trustee (the Sale and
Servicing Agreement, the Depository Agreement, the Indenture and the Trust
Agreement being hereinafter referred to collectively as the “Related Agreements”);


 


WHEREAS,
pursuant to the Related Agreements, the Issuer and the Trustee are required to
perform certain duties in connection with: (a) the Notes and the collateral
therefor pledged pursuant to the Indenture (the “Collateral”) and (b) the
beneficial ownership interests in the Issuer (the registered holders of such
interests being referred to herein as the “Owners”);


 


WHEREAS,
the Issuer and the Trustee desire to have the Administrator perform certain of
the duties of the Issuer and the Trustee referred to in the preceding clause,
and to provide such additional services consistent with this Agreement and the
Related Agreements as the Issuer and the Trustee may from time to time request;


 


WHEREAS,
the Administrator has the capacity to provide the services required hereby and
is willing to perform such services for the Issuer and the Trustee on the terms
set forth herein;


 


NOW,
THEREFORE, in consideration of the mutual terms
and covenants contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:


 

















 


1.  Duties of the
Administrator.


 


(a)  Duties with Respect to the Indenture and the
Depository Agreement. The Administrator shall perform all of its duties as
Administrator and the duties of the Issuer and the Trustee under the Depository
Agreement. In addition, the Administrator shall consult with the Trustee
regarding the duties of the Issuer and the Trustee under such documents. The
Administrator shall monitor the performance of the Issuer and shall advise the
Trustee when action is necessary to comply with the Issuer’s or the Trustee’s
duties under such documents. The Administrator shall prepare for execution by
the Issuer or shall cause the preparation by other appropriate persons of all
such documents, reports, filings, instruments, certificates and opinions as it
shall be the duty of the Issuer or the Trustee to prepare, file or deliver
pursuant to such documents. In furtherance of the foregoing, the Administrator
shall take all appropriate action that is the duty of the Issuer or the Trustee
to take pursuant to such documents, including, without limitation, such of the
foregoing as are required with respect to the following matters (references in
this Section are to sections of the Indenture):


 


(i)  the duty to cause the Note Register to be
kept and to give the Indenture Trustee notice of any appointment of a new Note
Registrar and the location, or change in location, of the Note Register
(Section 2.4);


 


(ii)  the fixing or causing to be fixed of any
specified record date and the notification of the Indenture Trustee and
Noteholders with respect to special payment dates, if any (Section 2.7(c));


 


(iii)  the preparation of or obtaining of the
documents and instruments required for authentication of the Notes and delivery
of the same to the Indenture Trustee (Section 2.2);


 


(iv)  the preparation, obtaining or filing of the
instruments, opinions, certificates and other documents required for the
release of the Collateral (Section 2.9);


 


(v)  [reserved];


 


(vi)  the duty to cause newly appointed Paying
Agents, if any, to deliver to the Indenture Trustee the instrument specified in
the Indenture regarding funds held in trust (Section 3.3);


 


(vii)  the direction to the Paying Agents to
deposit moneys with the Indenture Trustee (Section 3.3);


 


(viii)  the obtaining and preservation of the
Issuer’s qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of the Indenture, the Notes, the Collateral and each other
instrument and agreement included in the Trust Estate (Section 3.4);


 


(ix)  the preparation of all supplements,
amendments, financing statements, continuation statements, instruments of
further assurance and other instruments, in


 


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accordance with Section 3.5 of the Indenture,
necessary to protect the Trust Estate (Section 3.5);


 


(x)  the delivery of the Opinion of Counsel on
the Closing Date and the annual delivery of Opinions of Counsel, in accordance
with Section 3.6 of the Indenture, as to the Trust Estate, and the annual
delivery of the Officer’s Certificate and certain other statements, in
accordance with Section 3.9 of the Indenture, as to compliance with the
Indenture (Sections 3.6 and 3.9);


 


(xi)  the identification to the Indenture Trustee
in an Officer’s Certificate of a Person with whom the Issuer has contracted to
perform its duties under the Indenture (Section 3.7(b));


 


(xii)  the notification of the Indenture Trustee
and the Rating Agencies of a Servicer Default pursuant to the Sale and
Servicing Agreement and, if such Servicer Default arises from the failure of
the Servicer to perform any of its duties under the Sale and Servicing
Agreement, the taking of all reasonable steps available to remedy such failure
(Section 3.7(d));


 


(xiii)  the preparation and obtaining of documents
and instruments required for the release of the Issuer from its obligations
under the Indenture (Section 3.10(b));


 


(xiv)  the delivery of notice to the Indenture
Trustee and the Rating Agencies of (a) each Event of Default under the
Indenture, (b) each default by the Servicer or Seller under the Sale and
Servicing Agreement, (c) each default by Case Credit under the Case Purchase
Agreement and (d) each default by NH Credit under the NH Purchase Agreement
(Section 3.19);


 


(xv)  the monitoring of the Issuer’s obligations
as to the satisfaction and discharge of the Indenture and the preparation of an
Officer’s Certificate and the obtaining of the Opinion of Counsel and the
Independent Certificate relating thereto (Section 4.1);


 


(xvi)  the compliance with any written directive of
the Indenture Trustee with respect to the sale of the Trust Estate in a
commercially reasonable manner if an Event of Default shall have occurred and
be continuing (Section 5.4);


 


(xvii)  the furnishing to the Indenture Trustee of
the names and addresses of Noteholders during any period when the Indenture
Trustee is not the Note Registrar (Section 7.1);


 


(xviii)  the preparation, execution and filing with
the Commission and the Indenture Trustee of documents required to be filed on a
periodic basis with, and summaries thereof as may be required by rules and
regulations prescribed by, the Commission and the transmission of such
summaries, as necessary, to the Noteholders (Section 7.3);


 


(xix)  the opening of one or more accounts in the
Trust’s name, the preparation of Issuer Orders, Officer’s Certificates and
Opinions of Counsel and all other actions


 


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necessary with respect to investment and reinvestment
of funds in the Trust Accounts (Sections 8.2 and 8.3);


 


(xx)  the preparation of an Issuer Request and
Officer’s Certificate and the obtaining of an Opinion of Counsel and
Independent Certificates, if necessary, for the release of the Trust Estate as
defined in the Indenture (Sections 8.4 and 8.5);


 


(xxi)  the preparation of Issuer Orders and the
obtaining of Opinions of Counsel with respect to the execution of supplemental
indentures and the mailing to the Noteholders of notices with respect to such
supplemental indentures (Sections 9.1, 9.2 and 9.3);


 


(xxii)  the execution and delivery of new Notes
conforming to any supplemental indenture (Section 9.6);


 


(xxiii)  the notification of Noteholders of
redemption of the Notes or the duty to cause the Indenture Trustee to provide
such notification (Section 10.2);


 


(xxiv)  the preparation of all Officer’s
Certificates, Opinions of Counsel and Independent Certificates with respect to
any requests by the Issuer to the Indenture Trustee to take any action under
the Indenture (Section 11.1(a));


 


(xxv)  the preparation and delivery of Officer’s
Certificates and the obtaining of Independent Certificates, if necessary, for
the release of property from the lien of the Indenture (Section 11.1(b));


 


(xxvi)  the preparation and delivery to Noteholders
and the Indenture Trustee of any agreements with respect to alternate payment
and notice provisions (Section 11.6); and


 


(xxvii)  the recording of the Indenture, if
applicable (Section 11.15).


 


(b)  Duties with Respect to the Trust.
(i)  In addition to the duties of the
Administrator set forth above, the Administrator shall perform such
calculations, and shall prepare for execution by the Issuer or the Trustee or
shall cause the preparation by other appropriate persons of all such documents,
reports, filings, instruments, certificates and opinions, as it shall be the
duty of the Issuer or the Trustee to perform, prepare, file or deliver pursuant
to the Related Agreements, and at the request of the Trustee shall take all
appropriate action that it is the duty of the Issuer or the Trustee to take
pursuant to the Related Agreements. Subject to Section 5 of this Agreement, and
in accordance with the directions of the Trustee, the Administrator shall administer,
perform or supervise the performance of such other activities in connection
with the Collateral (including the Related Agreements) as are not covered by
any of the foregoing and as are expressly requested by the Trustee and are
reasonably within the capability of the Administrator.


 


(ii)  Notwithstanding anything in this Agreement
or the Related Agreements to the contrary, if any Certificates are held by any
Person other than the Depositor the Administrator shall be responsible for
promptly notifying the Trustee in the event that any withholding tax is imposed
on the Trust’s payments (or allocations of income) to an


 


4

















 


Owner as contemplated in Section 5.2(c) of the Trust
Agreement. Any such notice shall specify the amount of any withholding tax
required to be withheld by the Trustee pursuant to such provision.


 


(iii)  Notwithstanding anything in this Agreement
or the Related Agreements to the contrary, the Administrator shall be
responsible for performance of the duties of the Trustee (if any) set forth in
Sections 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and
Section 5.6(a) of the Trust Agreement with respect to, among other things,
accounting and reports to Owners; provided, however, that the Trustee shall retain
responsibility for the distribution of the Schedule K-1s necessary to enable
each Owner to prepare its federal and state income tax returns.


 


(iv)  If any Certificates are held by any Person
other than the Depositor, the Administrator shall satisfy its obligations with
respect to clauses
(ii) and (iii)
by retaining, at the expense of the Trust payable by the Servicer, a firm of
Independent certified public accountants (the “Accountants”) reasonably
acceptable to the Trustee, which Accountants shall perform the obligations of
the Administrator thereunder. In connection with clause (ii), the Accountants will
provide, on or prior to the date on which the Trustee receives its notice from
the Administrator under such clause, a letter in form and substance
satisfactory to the Trustee as to whether any tax withholding is then required
and, if required, the procedures to be followed with respect thereto to comply
with the requirements of the Code. The Accountants shall be required to update
the letter in each instance that any additional tax withholding is subsequently
required or any previously required tax withholding shall no longer be
required.


 


(v)  The Administrator shall perform the duties
of the Administrator specified in Section 10.2 of the Trust Agreement required
to be performed in connection with the resignation or removal of the Trustee,
and any other duties expressly required to be performed by the Administrator
under the Trust Agreement.


 


(vi)  In carrying out the foregoing duties or any
of its other obligations under this Agreement, the Administrator may enter into
transactions with or otherwise deal with any of its affiliates; provided, however,
that the terms of any such transactions or dealings shall be in accordance with
any directions received from the Issuer and shall be, in the Administrator’s
opinion, no less favorable to the Issuer than would be available from
unaffiliated parties.


 


(vii)  The Administrator hereby agrees to execute
on behalf of the Issuer all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer to prepare,
file or deliver pursuant to the Basic Documents or otherwise by law.


 


(c)  Non-Ministerial Matters. (i)  With respect to matters that in the
reasonable judgment of the Administrator are non-ministerial, the Administrator
shall not take any action unless within a reasonable time before the taking of
such action the Administrator shall have notified the Trustee of the proposed
action and the Trustee shall not have withheld consent or provided an
alternative direction. For the purpose of the preceding sentence,
“non-ministerial matters” shall include, without limitation:


 


5

















 


(A)  the amendment of or any supplement to the
Indenture;


 


(B)  the initiation of any claim or lawsuit by
the Issuer and the compromise of any action, claim or lawsuit brought by or
against the Issuer (other than in connection with the collection of the
Receivables);


 


(C)  the amendment, change or modification of the
Related Agreements;


 


(D)  the appointment of successor Note
Registrars, successor Paying Agents and successor Trustees pursuant to the
Indenture or the appointment of successor Administrators or successor Servicers,
or the consent to the assignment by the Note Registrar, Paying Agent or
Indenture Trustee of its obligations under the Indenture; and


 


(E)  the removal of the Indenture Trustee.


 


(ii)  Notwithstanding anything to the contrary in
this Agreement, the Administrator shall not be obligated to, and shall not: (x)
make any payments to the Noteholders under the Related Agreements, (y) sell the
Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other
action that the Issuer directs the Administrator not to take on its behalf.


 


2.  Records.  The Administrator shall maintain appropriate
books of account and records relating to services performed hereunder, which
books of account and records shall be accessible for inspection by the Issuer,
the Indenture Trustee and the Depositor at any time during normal business
hours.


 


3.  Compensation.  As compensation for the performance of the
Administrator’s obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to $500 per
quarter payable in arrears on each Payment Date, which payment shall be solely
an obligation of the Issuer.


 


4.  Additional
Information To Be Furnished to the Issuer.  The Administrator shall furnish to the
Issuer from time to time such additional information regarding the Collateral
as the Issuer shall reasonably request.


 


5.  Independence of the
Administrator.  For all
purposes of this Agreement, the Administrator shall be an independent
contractor and shall not be subject to the supervision of the Issuer or the
Trustee with respect to the manner in which it accomplishes the performance of
its obligations hereunder. Unless expressly authorized by the Issuer, the
Administrator shall have no authority to act for or represent the Issuer or the
Trustee in any way (other than as permitted hereunder) and shall not otherwise
be deemed an agent of the Issuer or the Trustee.


 


6.  No Joint Venture.  Nothing contained in this Agreement:  (i) shall constitute the Administrator and
either of the Issuer or the Trustee as members of any partnership, joint
venture, association, syndicate, unincorporated business or other separate
entity, (ii) shall be construed to impose any liability as such on any of them
or (iii) shall be deemed to confer on any


 


6

















 


of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.


 


7.  Other
Activities of the Administrator.  Nothing herein shall prevent the Administrator or its Affiliates
from engaging in other businesses or, in their sole discretion, from acting in
a similar capacity as an administrator for any other Person even though such
Person may engage in business activities similar to those of the Issuer, the
Trustee or the Indenture Trustee.


 


8.  Term of
Agreement; Resignation and Removal of the Administrator.  (a) 
This Agreement shall continue in force until the dissolution of the
Issuer, upon which event this Agreement shall automatically terminate.


 


(b)  Subject to
Section 8(e),
the Administrator may resign its duties hereunder by providing the Issuer, the
Trustee, the Indenture Trustee and the Servicer with at least 60 days’ prior
written notice.


 


(c)  Subject to
Section 8(e),
the Issuer may remove the Administrator without cause by providing the
Administrator, the Trustee, the Indenture Trustee and the Servicer with at
least 60 days’ prior written notice.


 


(d)  Subject to
Section 8(e),
at the sole option of the Issuer, the Administrator may be removed immediately
upon written notice of termination from the Issuer to the Administrator, the
Trustee, the Indenture Trustee and the Servicer if any of the following events
shall occur:


 


(i)  the Administrator shall default in the
performance of any of its duties under this Agreement and, after notice of such
default, shall not cure such default within ten days (or, if such default
cannot be cured in such time, shall not give within ten days such assurance of
cure as shall be reasonably satisfactory to the Issuer);


 


(ii)  a court having jurisdiction in the premises
shall enter a decree or order for relief, and such decree or order shall not
have been vacated within 60 days, in respect of the Administrator in any
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect or appoint a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for the Administrator or
any substantial part of its property or order the winding-up or liquidation of
its affairs; or


 


(iii)  the Administrator shall commence a voluntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the appointment of a
receiver, liquidator, assignee, trustee, custodian, sequestrator or similar
official for the Administrator or any substantial part of its property, shall
consent to the taking of possession by any such official of any substantial
part of its property, shall make any general assignment for the benefit of
creditors or shall fail generally to pay its debts as they become due.


 


The Administrator agrees
that if any of the events specified in clauses (ii) or (iii) of this subsection shall occur, it shall give written
notice thereof to the Issuer, the Servicer, the Trustee and the Indenture
Trustee within seven days after the happening of such event.


 


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(e)  Upon the
Administrator’s receipt of notice of termination, pursuant to Sections 8(c) or
(d), or
the Administrator’s resignation in accordance with this Agreement, the
predecessor Administrator shall continue to perform its functions as
Administrator under this Agreement, in the case of termination, only until the
date specified in such termination notice or, if no such date is specified in a
notice of termination, until receipt of such notice and, in the case of
resignation, until the later of: (x) the date 45 days from the delivery to the
Issuer, the Trustee, the Indenture Trustee and the Servicer of written notice
of such resignation (or written confirmation of such notice) in accordance with
this Agreement and (y) the date upon which the predecessor Administrator shall
become unable to act as Administrator, as specified in the notice of
resignation and accompanying Opinion of Counsel. In the event of the
Administrator’s termination hereunder, the Issuer shall appoint a successor
Administrator acceptable to the Indenture Trustee, and the successor
Administrator shall accept its appointment by a written assumption in form
acceptable to the Indenture Trustee. In the event that a successor
Administrator has not been appointed at the time when the predecessor Administrator
has ceased to act as Administrator in accordance with this Section, the
Indenture Trustee without further action shall automatically be appointed the
successor Administrator and the Indenture Trustee shall be entitled to the
compensation specified in Section 3. Notwithstanding the above, the Indenture Trustee
shall, if it shall be unable so to act, appoint or petition a court of
competent jurisdiction to appoint any established institution having a net
worth of not less than $50,000,000 and whose regular business shall include the
performance of functions similar to those of the Administrator, as the
successor to the Administrator under this Agreement.


 


(f)  Upon
appointment, the successor Administrator (including the Indenture Trustee
acting as successor Administrator) shall be the successor in all respects to
the predecessor Administrator and shall be subject to all the responsibilities,
duties and liabilities arising thereafter relating thereto placed on the
predecessor Administrator and shall be entitled to the compensation specified
in Section 3 and
all the rights granted to the predecessor Administrator by the terms and
provisions of this Agreement.


 


(g)  Except
when and if the Indenture Trustee is appointed successor Administrator, the
Administrator may not resign unless it is prohibited from serving as such by
law as evidenced by an Opinion of Counsel to such effect delivered to the
Indenture Trustee. No resignation or removal of the Administrator pursuant to
this Section shall be effective until: (i) a successor Administrator shall have
been appointed by the Issuer and (ii) such successor Administrator shall have
agreed in writing to be bound by the terms of this Agreement in the same manner
as the Administrator is bound hereunder.


 


(h)  The appointment
of any successor Administrator shall be effective only after satisfaction of
the Rating Agency Condition with respect to the proposed appointment.


 


9.  Action upon Termination,
Resignation or Removal. 
Promptly upon the effective date of termination of this Agreement
pursuant to Section
8(a), or the resignation or removal of the Administrator pursuant to
Section 8(b) or (c),
respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section
8(a) deliver to the Issuer all property and documents of or relating
to the Collateral then in the custody of the Administrator. In the event of the
resignation or removal of the


 


8

















 


Administrator pursuant to Section 8(b) or (c), respectively, the Administrator shall cooperate with
the Issuer and the Indenture Trustee and take all reasonable steps requested to
assist the Issuer and the Indenture Trustee in making an orderly transfer of
the duties of the Administrator.


 


10.  Notices.  Any notice, report or other communication
given hereunder shall be in writing and addressed as follows:


 


(a)  if to the
Issuer or the Trustee, to:


 


CNH Equipment Trust 2004-A

c/o The Bank of New York

101 Barclay Street, Floor 8W

New York, New York  10286

Attention: Corporate Trust Administration - Asset Backed Finance Unit


 


(b)  if to the
Administrator, to:


 


Case Credit Corporation

233 Lake Avenue

Racine, Wisconsin 53403

Attention: Treasurer


 


(c)  if to the
Indenture Trustee, to:


 


JPMorgan Chase Bank

227 West Monroe Street, 26th Floor 

Chicago, Illinois  60606

Attention: Institutional Trust Services Group – CNH Equipment Trust

2004-A


 


or to such other address
as any party shall have provided to the other parties in writing. Any notice
required to be in writing hereunder shall be deemed given if such notice is
mailed by certified mail, postage prepaid, or hand-delivered to the address of
such party as provided above.


 


11.  Amendments.  This Agreement may be amended from time to
time by a written amendment duly executed and delivered by the Issuer, the
Administrator and the Indenture Trustee, with the written consent of the
Trustee, but without the consent of any of the Noteholders or the
Certificateholders, to cure any ambiguity, to correct or supplement provisions
of 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 shall not, as evidenced by an Opinion
of Counsel satisfactory to the Indenture Trustee, adversely affect in any
material respect the interests of any Noteholder or Certificateholder.


 


This Agreement may also
be amended from time to time by the Issuer, the Administrator and the Indenture
Trustee with the written consent of (w) the Trustee, (x) Noteholders holding
Notes evidencing not less than a majority of the Note Balance and (y) the
Holders of Certificates evidencing not less than a majority of the Certificate
Balance, for the purpose of adding any


 


9

















 


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 shall: (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on 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 Holders of
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. Notwithstanding the foregoing, the Administrator may not amend
this Agreement without the permission of the Depositor, which permission shall
not be unreasonably withheld.


 


Promptly after the
execution of any such amendment or consent (or, in the case of the Rating
Agencies, 10 days prior thereto), the Administrator shall furnish written
notification of the substance of such amendment or consent to each
Certificateholder, the Trustee, the Indenture Trustee and each of the Rating
Agencies.


 


It shall not be necessary
for the consent of the Certificateholders or the 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 to the contrary, any term or provision of this Agreement may be amended
by the Administrator 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.


 


12.  Successors and
Assigns.  This Agreement
may not be assigned by the Administrator unless such assignment is previously
consented to in writing by the Issuer, the Indenture Trustee and the Trustee
and subject to the satisfaction of the Rating Agency Condition in respect
thereof. An assignment with such consent and satisfaction, if accepted by the
assignee, shall bind the assignee hereunder in the same manner as the
Administrator is bound hereunder. 
Notwithstanding the foregoing, this Agreement may be assigned by the
Administrator without the consent of the Issuer or the Trustee to a corporation
or other organization that is a successor (by merger, consolidation or purchase
of assets) to the Administrator, provided that such successor organization
executes and delivers to the Issuer, the Trustee and the Indenture Trustee an
agreement in which such corporation or other organization agrees to be bound
hereunder by the terms of said assignment in the same manner as the
Administrator is bound hereunder. 
Subject to the foregoing, this Agreement shall bind any successors or
assigns of the parties hereto.


 


13.  Governing Law.  This Agreement 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 shall be determined in accordance with such laws.


 


10

















 


14.  Headings.  The section headings hereof have been
inserted for convenience of reference only and shall not be construed to affect
the meaning, construction or effect of this Agreement.


 


15.  Counterparts.  This Agreement may be executed in
counterparts, all of which when so executed shall together constitute but one
and the same agreement.


 


16.  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.


 


17.  Not
Applicable to Case Credit Corporation in Other Capacities.  Nothing in this Agreement shall affect any
obligation Case Credit Corporation may have in any other capacity.


 


18.  Limitation of
Liability of the Trustee and the Indenture Trustee.  (a) 
Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by The Bank of New York, not in its
individual capacity but solely in its capacity as Trustee of the Issuer, and in
no event shall The Bank of New York, in its individual capacity, or any
beneficial owner of the Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder,
as to all of which recourse shall be had solely to the assets of the Issuer.
For all purposes of this Agreement, in the performance of any duties or
obligations of the Issuer thereunder, the Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles VI, VII and
VIII of the Trust Agreement.


 


(b) 
Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by JPMorgan Chase Bank, not in its individual
capacity but solely as Indenture Trustee, and in no event shall JPMorgan Chase
Bank have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.


 


19.  Third-Party
Beneficiary.  The Trustee
is a third-party beneficiary to this Agreement and is entitled to the rights
and benefits hereunder and may enforce the provisions hereof as if it were a
party hereto.


 


20.  Indemnification.  The Administrator shall indemnify the
Trustee and the Indenture Trustee (and their officers, directors, employees and
agents) for, and hold them harmless against, any losses, liability or expense,
including attorneys’ fees reasonably incurred by them, incurred without
negligence or bad faith on their part, arising out of or in connection with:
(i) actions taken by either of them pursuant to instructions given by the
Administrator pursuant to this Agreement or (ii) the failure of the
Administrator to perform its obligations hereunder. The indemnities contained
in this Section shall survive the termination of this Agreement and the resignation
or removal of the Administrator, the Trustee or the Indenture Trustee.


 


21.  Information
Requests.  The
parties hereto shall provide any information reasonably requested by the
Administrator or any


 


11

















 


of its Affiliates, at the expense of the Administrator or any of its
Affiliates, as applicable, in order to comply with or obtain more favorable
treatment under any current or future law, rule, regulation, accounting rule or
principle.


 


22.  Corporate Status.  Notwithstanding anything herein or in the
other Basic Documents to the contrary, the Administrator 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 the Administrator 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.


 


12

















 


IN WITNESS
WHEREOF, the parties have caused this Agreement to be duly executed and
delivered as of the day and year first above written.


 


	
   

  	
  CNH EQUIPMENT TRUST 2004-A

  
	
   

  	
   

  
	
   

  	
  By:
  THE BANK OF NEW YORK,

  not in its individual capacity but solely as

  Trustee on behalf of the Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JAMES BOWDEN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James P. Bowden

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,

  not in its individual capacity but solely as

  Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ KEITH RICHARDSON

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Keith Richardson

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Attorney-In-Fact

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CASE CREDIT CORPORATION,

  as Administrator

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ BRIAN O’KEANE

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian O’Keane

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  	
   

  
											



 


	
  Accepted and agreed:

  
	
   

  
	
  THE BANK OF NEW YORK,

  not in its individual capacity but solely as Trustee under the Trust
  Agreement

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ JAMES BOWDEN

  	
   

  
	
   

  	
  Name:

  	
  James P. Bowden

  	
   

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  	
   

  
	
   

  	
   

  
									



 


Administration
Agreement


 


S-1