Exhibit 99(b)
This ADMINISTRATION AGREEMENT dated as of [____________], 2003, among CNH
WHOLESALE MASTER NOTE TRUST, a Delaware statutory trust (the "Issuer"), CASE
CREDIT CORPORATION, a Delaware corporation, 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").
W I T N E S S E T H :
WHEREAS, the Issuer has entered into the Indenture, dated as of [________],
2003 (as amended and supplemented from time to time, the "Indenture"), between
the Issuer and the Indenture Trustee, pursuant to which the Issuer may from time
to time issue its Notes in one or more Series, the terms of which will be set
forth in the related Indenture Supplement (capitalized terms used and not
otherwise defined herein shall have the meanings assigned to such terms in the
Transfer and Servicing Agreement and, if not defined therein, the Indenture);
WHEREAS, the Issuer will enter into indenture supplements from time to time
(as amended and supplemented from time to time, each an "Indenture Supplement"),
between the Issuer and the Indenture Trustee for the issuance of a Series of
Notes;
WHEREAS, the Issuer will enter into from time to time a letter of
representations (as amended and supplemented from time to time, each a "Note
Depository Agreement"), among the Issuer, the Indenture Trustee, the
Administrator and The Depository Trust Company relating to a Series of Notes
(the Note Depository Agreement, the Indenture and the Series [200_-_] Indenture
Supplement being referred to hereinafter collectively as the "Related
Agreements");
WHEREAS, pursuant to the Related Agreements, the Issuer and the Owner
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 Owner Trustee desire to have the Administrator
perform certain of the duties of the Issuer and the Owner Trustee referred to in
the preceding clause and to provide such additional services consistent with the
terms of this Agreement and the Related Agreements as the Issuer and the Owner
Trustee may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual 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 Note
Depository Agreement, the Indenture and the Indenture Supplement. (i) The
Administrator agrees to perform all its duties as Administrator and the duties
of the Issuer and the Owner Trustee under the Note Depository Agreement. In
addition, the Administrator shall consult with the Owner Trustee regarding the
duties of the Issuer or the Owner Trustee under the Indenture, each Indenture
Supplement and the Note Depository Agreement. The Administrator shall monitor
the performance of the Issuer and shall advise the Owner Trustee when action is
necessary to comply with the Issuer's or the Owner Trustee's duties under the
Indenture, each Indenture Supplement and the Note Depository Agreement. 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 that it shall be the duty of the
Issuer or the Owner Trustee to prepare, file or deliver pursuant to the
Indenture, each Indenture Supplement or the Note Depository Agreement. In
furtherance of the foregoing, the Administrator shall take all appropriate
action that is the duty of the Issuer or the Owner Trustee to take pursuant to
the Indenture including, without limitation, such of the foregoing as are
required with respect to the following matters under the Indenture or an
Indenture Supplement:
(A) the delivery of an Officer's Certificate or an Opinion of
Counsel as to compliance with the Indenture (Indenture Section 1.02);
(B) 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 (Indenture Sections 2.04 and 2.05);
(C) the delivery to the Indenture Trustee of the Issuer
Certificate (Indenture Section 2.02);
(D) 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 (Indenture Section
3.05);
(E) the delivery to the Indenture Trustee and the Rating Agencies
of a Tax Opinion, and certain other documents related to a new issuance of
Notes (Indenture Section 3.10);
(F) the receipt of a confirmation from the Rating Agencies and the
delivery to the Indenture Trustee and the Rating Agencies of a Tax Opinion
and in regard to a change in the Required Subordinated Amount for any class
of Notes (Indenture Section 3.11);
(G) the duty to cause to be established and maintained the
Collection Account (Indenture Section 4.02);
(H) the giving of written directions to the Indenture Trustee
regarding investment of funds on deposit in the Accounts (Indenture Section
4.03);
(I) the giving of demand to the Indenture Trustee to execute
proper instruments acknowledging satisfaction and discharge of the
Indenture, and delivery to
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the Indenture Trustee of an Officer's Certificate and an Opinion of Counsel
regarding the satisfaction and discharge of the Indenture (Indenture
Section 6.01);
(J) the approval of the appointment of an Authenticating Agent
(Indenture Section 8.14);
(K) the preparation of required tax information and delivery
thereof to the Indenture Trustee (Indenture Section 8.15);
(L) the furnishing of the Indenture Trustee with the names and
addresses of Noteholders during any period when the Indenture Trustee is
not the Note Registrar (Indenture Section 9.01);
(M) the preparation and, after execution by the Issuer, the filing
with the Commission, any applicable state agencies 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 any applicable state agencies and the transmission
of such summaries, as necessary, to the Noteholders (Indenture Section
9.05);
(N) the completion and delivery to the Indenture Trustee and the
Rating Agencies of the Monthly Noteholder's Statement (Indenture Section
9.07);
(O) the delivery of a Tax Opinion, and an Officer's Certificate,
in connection with the amendment of the Indenture or the entering into of a
supplemental indenture (Indenture Sections 10.01 and 10.02);
(P) the delivery to the Indenture Trustee of an Opinion of Counsel
in connection with the execution of an Indenture Supplement (Indenture
Section 10.03);
(Q) 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 (Indenture Section 11.03);
(R) the delivery of an annual compliance statement as specified in
the Indenture (Indenture Section 11.04);
(S) the doing or causing to be done of all things necessary to
preserve and keep in full force and effect the Issuer's legal existence
(Indenture Section 11.05);
(T) at the request of the Indenture Trustee, to execute and
deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of
the Indenture (Indenture Section 11.06);
(U) the provision of any information to satisfy the conditions set
forth in Rule 144A(d)(4) under the Securities Exchange Act (Indenture
Section 11.12);
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(V) the delivery to the Indenture Trustee of an Officer's
Certificate and Opinion of Counsel in connection with the consolidation or
merger of the Issuer, or conveyance or transfer of any of its properties
substantially as an entirety to any Person (Indenture Section 11.14);
(W) the taking of all actions necessary to obtain and maintain a
perfected lien on and security interest in the Collateral in favor of the
Indenture Trustee, and all related actions listed in Section 13.01 of the
Indenture (Indenture Section 13.01);
(X) the recording of the Indenture, if applicable (Indenture
Section 13.01);
(Y) delivery of an Officer's Certificate in connection with the
release of the Collateral (Indenture Section 13.07);
(Z) delivery of Opinions of Counsel regarding the Collateral
(Indenture Section 13.09);
(AA) 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 (Indenture Section 13.10);
(BB) the delivery to the Indenture Trustee of a copy of each
agreement with a Noteholder to provide for a method of payment or notices
different from that provided for in the Indenture (Indenture Section
14.06);
(CC) the deposit of Receivables Sales Proceeds, if any, for any
Series of Notes into the applicable Interest Funding Account (Indenture
Supplement);
(DD) the calculation of the Collateral Amount of each Series of
Notes and the Available Subordinated Amount (Indenture Supplement); and
(EE) the appointment of the Calculation Agent (Indenture
Supplement).
(ii) The Administrator will:
(A) pay the Indenture Trustee from time to time reasonable
compensation for all services rendered by the Indenture Trustee under the
Indenture (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust);
(B) except as otherwise expressly provided in the Indenture,
reimburse the Indenture Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Indenture
Trustee in accordance with any provision of the Indenture (including the
reasonable compensation, expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith;
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(C) indemnify the Indenture Trustee, and hold it harmless against,
any losses, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of the transactions contemplated by the Indenture, including
the costs and expenses of defending themselves against any claim or
liability (whether asserted by the Issuer, the Servicer, any Holder or any
other Person) in connection with the exercise or performance of any of its
powers or duties under the Indenture; and
(D) indemnify the Owner Trustee and its agents for, and hold them
harmless against, any losses, liability or expense incurred without
negligence or bad faith on their part, arising out of or in connection with
the acceptance or administration of the transactions contemplated by the
Trust Agreement, including the reasonable costs and expenses of defending
themselves against any claim or liability in connection with the exercise
or performance of any of their powers or duties under the Trust Agreement.
(b) ADDITIONAL DUTIES. (i) In addition to the duties of the Administrator
set forth above, the Administrator shall perform such calculations and shall
prepare or shall cause the preparation by other appropriate persons of, and
shall execute on behalf of the Issuer or the Owner Trustee, all such documents,
reports, filings, instruments, certificates and opinions that it shall be the
duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to
the Related Agreements, and at the request of the Owner Trustee shall take all
appropriate action that it is the duty of the Issuer or the Owner Trustee to
take pursuant to the Related Agreements. In furtherance thereof, the Owner
Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the
Administrator and to each successor Administrator appointed pursuant to the
terms hereof, one or more powers of attorney substantially in the form of
Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner
Trustee and the Issuer for the purpose of executing on behalf of the Owner
Trustee and the Issuer all such documents, reports, filings, instruments,
certificates and opinions. Subject to Section 5 of this Agreement, and in
accordance with the directions of the Owner 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 provisions and as are expressly requested by the
Owner Trustee and are reasonably within the capability of the Administrator.
(ii) Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Administrator shall be responsible for promptly
notifying the Owner Trustee and the Paying Agent in the event that any
withholding tax is imposed on the Issuer's payments (or allocations of income)
to an Owner. Any such notice shall specify the amount of any withholding tax
required to be withheld by the Paying Agent pursuant to such provision.
(iii) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into transactions
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.
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(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 Owner Trustee of the
proposed action and the Owner 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:
(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 Indenture 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
Collateral pursuant to 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 and the Company 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 $[___] per
month which shall be solely an obligation of the Transferor.
4. ADDITIONAL INFORMATION TO BE FURNISHED TO 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 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 Owner 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 Owner Trustee in any way and shall not
otherwise be deemed an agent of the Issuer or the Owner Trustee.
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6. NO JOINT VENTURE. Nothing contained in this Agreement (i) shall
constitute the Administrator and either of the Issuer or the Owner 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 of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.
7. OTHER ACTIVITIES OF ADMINISTRATOR. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an administrator for any
other person or entity even though such person or entity may engage in business
activities similar to those of the Issuer, the Owner Trustee or the Indenture
Trustee.
8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF 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 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 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 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 Business 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, 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.
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The Administrator agrees that if any of the events specified in clauses
(ii) or (iii) of this Section shall occur, it shall give written notice thereof
to the Issuer and the Indenture Trustee within seven days after the happening of
such event.
(e) 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.
(f) The appointment of any successor Administrator shall be effective only
after each Rating Agency confirms in writing that such proposed appointment will
not cause a Ratings Effect.
(g) Subject to Sections 8(e) and 8(f), the Administrator acknowledges that
upon the appointment of a Successor Servicer pursuant to the Transfer and
Servicing Agreement, the Administrator shall immediately resign and such
Successor Servicer shall automatically become the Administrator under this
Agreement.
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 Administrator pursuant to Section
8(b) or (c), respectively, the Administrator shall cooperate with the Issuer and
take all reasonable steps requested to assist the Issuer 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 Owner Trustee, to:
CNH WHOLESALE MASTER NOTE TRUST
x/x Xxx Xxxx xx Xxx Xxxx
[______________________]
Attention: [___________]
(b) if to the Administrator, to:
Case Credit Corporation
[______________________]
Attention: [___________]
(c) if to the Indenture Trustee, to:
JPMorgan Chase Bank
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[Address of Indenture Trustee]
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 Owner Trustee,
without the consent of the Noteholders, 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; provided
that such amendment will not, in an Opinion of Counsel satisfactory to the
Indenture Trustee, materially and adversely affect the interest of any
Noteholder. This Agreement may also be amended by the Issuer, the Administrator
and the Indenture Trustee with the written consent of the Owner Trustee and the
holders of Notes evidencing at least a majority of the Outstanding Dollar
Principal Amount, 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 Noteholders; 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 Receivables or distributions that are
required to be made for the benefit of the Noteholders or (ii) reduce the
aforesaid percentage of the holders of Notes which are required to consent to
any such amendment, without the consent of the holders of all the outstanding
Notes. Notwithstanding the foregoing, the Administrator may not amend this
Agreement without the permission of the Transferor, which permission shall not
be unreasonably withheld.
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 and the Owner Trustee and subject to receipt of evidence that the
Rating Agency Condition has been satisfied with respect thereto. An
assignment with such consent and confirmation, 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 Owner
Trustee to a corporation or other organization that is a successor (by
merger, consolidation or purchase of assets) to the Administrator; provided
that:
(a) the Person formed by such consolidation or into which the
Administrator is merged or the Person which acquires by conveyance or transfer
the properties and assets of the Administrator substantially as an entirety
shall be a Person organized and existing under the laws of the United States of
America or any State or the District of Columbia and, if the Administrator is
not the surviving entity, such Person shall assume, by execution of a
supplemental agreement hereto, the performance of every covenant and obligation
of the Administrator hereunder;
(b) the Administrator shall have given the Rating Agencies at
least 10 days prior notice and the Rating Agency Condition shall have been
satisfied with respect to such transaction; and
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(c) the Administrator has delivered to the Indenture Trustee and
the Owner Trustee an Officers' Certificate stating that such consolidation,
merger, conveyance or transfer complies with this Section 12 and that all
conditions precedent herein provided for relating to such transaction have been
complied with, and an Opinion of Counsel to the effect that the supplemental
agreement referred to in clause (a) above is the legal, valid and binding
obligation of the Administrator and the successor Person.
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, each of
which when so executed shall be an original, but all of which together shall
constitute but one and the same agreement.
16. SEVERABILITY. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall 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 OWNER TRUSTEE AND 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 Owner 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
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles V, VI and XI of the Trust Agreement.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by Indenture Trustee not in its individual
capacity but solely as Indenture Trustee in the exercise of the powers and
authority conferred and vested in it and in no event shall Indenture Trustee
have any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder or in any of the certificates, notices
or
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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 Owner 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.
* * * * * * *
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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 WHOLESALE MASTER NOTE TRUST
By: THE BANK OF NEW YORK,
not in its individual capacity but
solely as Owner Trustee
By:
-------------------------------------
Name:
Title:
JPMORGAN CHASE BANK,
not in its individual capacity
but solely as Indenture Trustee
By:
-----------------------------------------
Name:
Title:
CASE CREDIT CORPORATION,
as Administrator
By:
-----------------------------------------
Name:
Title:
EXHIBIT A
POWER OF ATTORNEY
STATE OF NEW YORK )
COUNTY OF NEW YORK )
KNOW ALL MEN BY THESE PRESENTS, that The Bank of New York, a New York
banking corporation, not in its individual capacity but solely as owner trustee
(the "Owner Trustee") for CNH Wholesale Master Note Trust (the "Trust"), does
hereby make, constitute and appoint Case Credit Corporation, as administrator
under the Administration Agreement dated ______________ (the "Administration
Agreement"), among the Trust, Case Credit Corporation and JPMorgan Chase Bank,
as Indenture Trustee, as the same may be amended from time to time, and its
agents and attorneys, as Attorneys-in-Fact to execute on behalf of the Owner
Trustee or the Trust any and all such documents, reports, filings, instruments,
certificates and opinions as it should be the duty of the Owner Trustee or the
Trust to prepare, file or deliver pursuant to the Related Agreements, or
pursuant to the Trust Agreement, including, without limitation, to appear for
and represent the Owner Trustee and the Trust in connection with the
preparation, filing and audit of federal, state and local tax returns pertaining
to the Trust, if any, and with full power to perform any and all acts associated
with such returns and audits, if any, that the Owner Trustee could perform,
including without limitation, the right to distribute and receive confidential
information, defend and assert positions in response to audits, initiate and
defend litigation, and to execute waivers of restrictions on assessments of
deficiencies, consents to the extension of any statutory or regulatory time
limit, and settlements.
All powers of attorney for this purpose heretofore filed or executed by the
Owner Trustee are hereby revoked.
Capitalized terms that are used and not otherwise defined herein shall have
the meanings ascribed thereto in the Administration Agreement.
EXECUTED this ___ of _____________, 200_.
THE BANK OF NEW YORK,
not in its individual capacity but solely
as Owner Trustee
------------------------------------------------
Name:
Title:
A-1
STATE OF __________ )
)
COUNTY OF _________ )
Before me, the undersigned authority, on this day personally appeared
_______________________________, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he/she
signed the same for the purposes and considerations therein expressed.
Sworn to before me this ___
day of _______, 200__.
___________________________________
Notary Public - State of __________
A-2
