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EXHIBIT 4.6
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CNH EQUIPMENT TRUST 2003-B
ADMINISTRATION AGREEMENT
among
CNH EQUIPMENT TRUST 2003-B,
as Issuer,
and
CASE CREDIT CORPORATION,
as Administrator,
and
JPMORGAN CHASE BANK,
as Indenture Trustee.
Dated as of November 1, 2003
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TABLE OF CONTENTS
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SECTION PAGE
1. Duties of the Administrator...................................................2
(a) Duties with Respect to the Indenture and the Depository Agreement........2
(b) Duties with Respect to the Trust.........................................4
(c) Non-Ministerial Matters..................................................5
2. Records.......................................................................6
3. Compensation..................................................................6
4. Additional Information To Be Furnished to the Issuer..........................6
5. Independence of the Administrator.............................................6
6. No Joint Venture..............................................................6
7. Other Activities of the Administrator.........................................7
8. Term of Agreement; Resignation and Removal of the Administrator...............7
9. Action upon Termination, Resignation or Removal...............................8
10. Notices.......................................................................9
11. Amendments....................................................................9
12. Successors and Assigns.......................................................10
13. Governing Law................................................................10
14. Headings.....................................................................10
15. Counterparts.................................................................10
16. Severability.................................................................10
17. Not Applicable to Case Credit Corporation in Other Capacities................11
18. Limitation of Liability of the Trustee and the Indenture Trustee.............11
19. Third-Party Beneficiary......................................................11
20. Indemnification..............................................................11
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ADMINISTRATION AGREEMENT dated as of November 1, 2003, among CNH EQUIPMENT
TRUST 2003-B, a Delaware statutory trust (the "ISSUER"), CASE CREDIT
CORPORATION, a Delaware corporation, as administrator (the "ADMINISTRATOR"), and
JPMorgan Chase Bank, a corporation organized and existing under the laws of
State of New York, not in its individual capacity but solely as Indenture
Trustee (the "INDENTURE TRUSTEE").
RECITALS
WHEREAS, the Issuer is issuing: (a) 1.230% Class A-1 Asset Backed Notes,
1.710% Class A-2 Asset Backed Notes, Floating Rate Class A-3a Asset Backed
Notes, 2.470% Class A-3b Asset Backed Notes, Floating Rate Class A-4a Asset
Backed Notes, 3.380% Class A-4b Asset Backed Notes (collectively, the "CLASS A
NOTES") and 3.350% 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 November 25, 2003 (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:
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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) the maintenance of an office in the Borough of Manhattan, City of
New York, for registration of transfer or exchange of Notes (Section 3.2);
(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 with 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
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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:
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(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
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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
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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 2003-B
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
4 New York Plaza, 6th Floor
New York, New York 10004
Attention: Institutional Trust Services Group - CNH Equipment
Trust 2003-B
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
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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.
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.
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
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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.
11
<Page>
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 2003-B
By: THE BANK OF NEW YORK,
not in its individual capacity but solely as
Trustee on behalf of the Issuer
By: /s/ Jonathon Farber
-------------------------------
Name: Jonathon Farber
-----------------------
Title: Assistant Treasurer
----------------------
JPMORGAN CHASE BANK,
not in its individual capacity but solely as
Indenture Trustee
By: /s/ Joseph M. Costantino
-------------------------------
Name: Joseph M. Costantino
-----------------------
Title: Trust Officer
----------------------
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/ Jonathon Farber
------------------------------------
Name: Jonathon Farber
----------------------------
Title: Assistant Treasurer
---------------------------
S-1 ADMINISTRATION AGREEMENT