Table of Contents

Delaware		3531		39-1982756
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

---

Table of Contents

Primary Standard

IRS Employer

Exact Name of Additional Registrant as

State or Other Jurisdiction of

Industrial Classification

Identification

Specified in its Charter(1)

Incorporation or Organization

Code Number

Number

BLI Group, Inc.

Delaware

3531

51-0363222

Blue Leaf I.P., Inc.

Delaware

3531

51-0363221

CNH America LLC

Delaware

3531

76-0433811

CNH Australia Pty Ltd

New South Wales, Australia

3531

None

CNH Belgium N.V.

Belgium

3531

None

CNH Canada, Ltd.

Canada

3531

None

CNH Deutschland GmbH

Germany

3531

None

CNH Global N.V.

The Netherlands

3531

None

CNH Trade N.V.

The Netherlands

3531

None

CNH U.K. Limited

England and Wales, United Kingdom

3531

None

Fiatallis North America LLC

Delaware

3531

39-1158150

HFI Holdings, Inc.

Delaware

3531

76-0436954

New Holland Holding Limited

England and Wales, United Kingdom

3531

None

New Holland Tractor Limited N.V.

Belgium

3531

None

(1)	The address and telephone number for each of the additional registrants is World Trade Center, Amsterdam Airport, Tower B, 10th Floor, Schiphol Boulevard 217, 1118 BH Amsterdam, The Netherlands, Telephone: (011-31-20)446-0429.

---

Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

	•	The exchange offer expires at 5:00 p.m., New York City time, on                   , 2005, unless extended.
	•	We will exchange all old notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.
	•	You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.
	•	The new notes are substantially identical to the old notes, except that the new notes have been registered under the Securities Act of 1933, as amended, and will not contain restrictions on transfer or have registration rights. The new notes will represent the same debt as the old notes, and we will issue the new notes under the same indentures.
	•	We do not intend to apply for listing of the new notes on any securities exchange or to arrange for them to be quoted on any quotation system.
	•	The exchange offer is not subject to any conditions other than that the exchange offer does not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission.
	•	The exchange of old notes for new notes will not be a taxable event for U.S. federal income tax purposes. See “Certain United States Federal Income Tax Considerations — Treatment of Exchanges under Exchange Offer.”
	•	We will not receive any proceeds from the exchange offer.

---

		Page
Summary			1
Risk Factors			9
The Exchange Offer			18
Use of Proceeds			27
Ratio of Earnings to Fixed Charges			27
Description of Notes			28
Book-Entry; Delivery and Form			77
Certain United States Federal Income Tax Considerations			79
Plan of Distribution			85
Legal Matters			86
Experts			86
Opinion of Allens Arthur Robinson
Consent of Deloitte & Touche LLP

	•	North America  — United States and Canada.
	•	Western Europe  — Austria, Belgium, Denmark, Finland, France, Germany, Greece, Iceland, Ireland, Italy, Luxembourg, The Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.
	•	Latin America  — Mexico, Central and South America, and the Caribbean Islands.
	•	Rest of World  — Those areas not included in North America, Western Europe and Latin America, as defined above.

i

---

Table of Contents

	CNH Investor Relations
	100 South Saunders Road
	Lake Forest, Illinois 60045
	(1) 847-955-3910

	•	Annual Report on Form 20-F for the fiscal year ended December 31, 2004.
	•	Current Reports on Form 6-K furnished on January 13, 2005, January 24, 2005, February 3, 2005 (the second report filed on this date relating to CNH Global’s reorganization of its agricultural equipment business and executive transition), February 15, 2005, March 17, 2005, March 22, 2005, March 30, 2005, April 19, 2005, April 21, 2005 and May 4, 2005.

ii

---

Table of Contents

iii

---

Table of Contents

1

---

Table of Contents

2

---

Table of Contents

3

---

Table of Contents

4

---

Table of Contents

5

---

Table of Contents

6

---

Table of Contents

7

---

Table of Contents

8

---

Table of Contents

	You must carefully follow the required procedures in order to exchange your old notes.

	If you do not exchange old notes for new notes, transfer restrictions will continue and trading of the old notes may be adversely affected.

	The new notes will be effectively subordinated to Case New Holland’s existing and future secured debt and other secured obligations, and the guarantees of the new notes will be effectively subordinated to the guarantors’ secured debt and other secured obligations.

9

---

Table of Contents

	If an active trading market for the new notes does not develop, the liquidity and value of the new notes could be harmed.

	At any time when the new notes are rated investment grade, we will not be subject to most of the covenants in the indentures governing such new notes.

	Both Case New Holland and CNH Global are holding companies with no direct operations and the new notes will be effectively subordinated to all indebtedness of subsidiaries that are not guarantors of the new notes.

	In the event of a change of control, CNH Global and Case New Holland may not be able to satisfy all of their obligations under our existing credit facilities, the new notes or our other indebtedness.

10

---

Table of Contents

	Your rights under the guarantees may be limited by laws in various jurisdictions, including fraudulent conveyance and insolvency laws.

	United States

	•	intended to hinder, delay or defraud any present or future creditor; or
	•	received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and

	•	was insolvent or rendered insolvent by reason of such incurrence;
	•	was engaged in a business or transaction for which such subsidiary guarantor’s remaining assets constituted unreasonably small capital; or

11

---

Table of Contents

	•	intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

	•	the sum of its debts, including contingent liabilities, was greater than the fair value of all of its assets;
	•	the present fair saleable value of its assets was less than the amount that would be required to pay its probable liabilities on its existing debts, including contingent liabilities, as they become absolute and mature; or
	•	it could not pay its debts as they become due.

	The Netherlands

12

---

Table of Contents

	Germany

13

---

Table of Contents

	United Kingdom

14

---

Table of Contents

	Canada

	•	incurred the guarantee of the new notes with the intent of defeating, hindering, delaying or defrauding current or future creditors; or
	•	received less than the fair market value for incurring the guarantee of the new notes, and such guarantor:

	•	was insolvent, was rendered insolvent by giving the guarantee or becomes subject to an insolvency proceeding within one year of giving the guarantee;
	•	is insolvent or unable to pay its debts in full or knows that it is on the eve of insolvency and incurred the guarantee of the new notes with the intent of giving an unjust preference over other creditors; or
	•	intended to give a creditor a preference over other creditors, if such transaction was made within one year of the date of bankruptcy,

	•	the company is for any reason unable to meet its obligations as they generally become due;
	•	the company has ceased paying its current obligations in the ordinary course of business as they generally become due; or
	•	the aggregate of the company’s property is not, at a fair valuation, sufficient, or if disposed of at a fairly conducted sale under legal process, would not be sufficient to enable payment of all its obligations, due and accruing due.

15

---

Table of Contents

	Belgium

	Bankruptcy

	(i)	a transaction with third parties is entered into on extremely beneficial terms;

	(ii)	a payment which was not yet due or a payment other than in money for debts due; and

	(iii)	a security interest is provided during the hardening period for old debts.

	Moratorium

	Corporate Interest

	Australia

16

---

Table of Contents

	Certain subsidiaries are not included as subsidiary guarantors.

	Holders may not be able to effect service of process within the United States upon CNH Global or the other non-U.S. guarantors or to enforce against them judgments of U.S. courts.

	Any original issue discount may limit your claims in certain circumstances.

17

---

Table of Contents

	•	not later than April 30, 2005, file a registration statement with the SEC with respect to a registered offer to exchange the old notes for new notes of Case New Holland evidencing the same continuing indebtedness under, and having terms substantially identical in all material respects to, the old notes (except that the new notes will not contain terms with respect to transfer restrictions) and
	•	cause the exchange offer registration statement to be declared effective under the Securities Act not later than 90 days after the date of the filing of the registration statement.

18

---

Table of Contents

	(i)	applicable interpretations of the staff of the SEC do not permit us to effect such a registered exchange offer,

	(ii)	for any other reason the exchange offer registration statement is not declared effective within 90 days after the date of the filing of the registration statement or the registered exchange offer is not consummated within 120 days after the exchange offer registration statement is filed,

	(iii)	the initial purchasers of either series of old notes so request with respect to old notes not eligible to be exchanged for new notes in the registered exchange offer or

	(iv)	any holder of old notes (other than the initial purchasers) is not eligible to participate in the registered exchange offer or does not receive freely tradeable new notes in the registered exchange offer other than by reason of such holder being an affiliate of us (it being understood that the requirement that a participating broker-dealer deliver the prospectus contained in the exchange offer registration statement in connection with sales of new notes shall not result in such new notes being not “freely tradeable”),

	(a)	as promptly as practicable, file a registration statement (the “shelf registration statement”) covering resales of the old notes or the new notes, as the case may be,
	(b)	cause the shelf registration statement to be declared effective under the Securities Act and
	(c)	use our best efforts to keep the shelf registration statement effective until two years after its effective date.

	(a)	on or prior to April 30, 2005, neither the exchange offer registration statement nor the shelf registration statement has been filed with the SEC,
	(b)	on or prior to the 91st day following the date of the filing of the registration statement, neither the exchange offer registration statement nor the shelf registration statement has been declared effective,
	(c)	on or prior to the 121st day after the exchange offer registration statement is filed, the registered exchange offer has not been consummated,
	(d)	notwithstanding that Case New Holland has consummated the exchange offer, if Case New Holland is required to file a shelf registration statement, the shelf registration statement is not filed or has not been declared effective within the time periods provided for in the registration rights agreement, or
	(e)	after either the exchange offer registration statement or the shelf registration statement has been declared effective, such registration statement thereafter ceases to be effective or usable (subject to

19

---

Table of Contents

		certain exceptions) in connection with resales of notes or exchange notes in accordance with and during the periods specified in the registration rights agreement

	(1)	you are acquiring the new notes in the ordinary course of business;
	(2)	you have no arrangement or understanding with any person to participate in a distribution of the old notes or the new notes;
	(3)	you are not an “affiliate” of us (as defined under the Securities Act) or if you are an affiliate of us, that you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;
	(4)	you are not engaged in, and do not intend to engage in, the distribution of the new notes; and
	(5)	if you are a broker-dealer that will receive new notes for your own account in exchange for any old notes that were acquired by you as a result of market-making activities or other trading activities:

	(a)	you cannot rely on the no-action letters described above; and
	(b)	you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the new notes.

20

---

Table of Contents

21

---

Table of Contents

	(1)	delay accepting for exchange any old notes for new notes or to extend or terminate the exchange offer and not accept for exchange any old notes for new notes if any of the events set forth under “— Conditions of the Exchange Offer” occur and we do not waive the condition by giving oral or written notice of the delay or termination to the exchange agent; or
	(2)	amend the terms of the exchange offer in any manner.

	(1)	any action or proceeding is instituted or threatened in any court or by or before any governmental agency or regulatory authority with respect to the exchange offer which, in our judgment, could reasonably be expected to materially impair our ability to proceed with the exchange offer; or
	(2)	there shall have been proposed, adopted or enacted any law, statute, rule, regulation, order or SEC staff interpretation which, in our judgment, could reasonably be expected to materially impair our ability to proceed with the exchange offer.

22

---

Table of Contents

	(1)	by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or
	(2)	for the account of an eligible institution.

23

---

Table of Contents

	(1)	to purchase or make offers for any old notes that remain outstanding after the expiration date; and
	(2)	to the extent permitted by applicable law, to purchase old notes that remain outstanding after the expiration date in the open market, in privately negotiated transactions or otherwise.

	(1)	you make a tender through an eligible institution;
	(2)	prior to the expiration date, the exchange agent receives from the eligible institution (which may include through DTC’s system and procedures) a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, mail or hand delivery) setting forth your name and address, the series and CUSIP number of the old notes, the certificate number(s) of the old notes (if available) and the principal amount of old notes tendered together with a duly executed letter of transmittal (or a facsimile thereof), stating that the tender is being made thereby and guaranteeing that, within three business days after the expiration date, the certificate(s) representing the old notes to be tendered, in proper form for transfer (or a confirmation of a book-entry transfer into the exchange agent’s account at DTC of old notes delivered electronically) and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and
	(3)	the certificate(s) representing all tendered old notes in proper form for transfer (or confirmation of a book-entry transfer into the exchange agent’s account at DTC of old notes delivered electronically) and all other documents required by the letter of transmittal are received by the exchange agent within three business days after the expiration date.

24

---

Table of Contents

	(1)	specify the name of the person having tendered the old notes to be withdrawn;
	(2)	identify the old notes to be withdrawn (including the series, CUSIP number, certificate number(s), if applicable, and principal amount of the old notes);
	(3)	be signed in the same manner as the old signature on the letter of transmittal by which the old notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee with respect to the old notes register the transfer of the old notes into the name of the person withdrawing the tender; and
	(4)	specify the name in which any old notes are to be registered, if different from that of the person having tendered the old notes.

25

---

Table of Contents

By Certified or Registered Mail: JPMorgan Chase Bank, N.A. ITS Bond Events PO Box 2320 Dallas, TX 75221		By Overnight Courier or Hand: JPMorgan Chase Bank, N.A. ITS Bond Events 2001 Bryan Street, 9th Floor Dallas, TX 75201

26

---

Table of Contents

		For the Years Ended December 31,
		2004				2003				2002				2001				2000
Ratio of earnings to fixed charges(1)			1.3				—				—				—				—

(1)

Earnings were insufficient to cover fixed charges by approximately $198 million, $109 million, $424 million and $546 million in the years ended December 31, 2003, 2002, 2001 and 2000, respectively. For purposes of determining the ratio of earnings to fixed charges, earnings are defined as the sum of (i) pretax income (loss) from continuing operations before adjustment for minority interests in consolidated subsidiaries or income (loss) from equity investees, (ii) fixed charges, (iii) amortization of capitalized interest and (iv) distributed income of equity investees, less (x) interest capitalized and (y) minority interest in pretax income of subsidiaries that have not incurred fixed charges. Fixed charges consist of (i) interest expense, including amortization of premiums, discounts and capitalized expenses related to indebtedness, (ii) interest capitalized and (iii) an estimate of the interest component of rental expense.

27

---

Table of Contents

28

---

Table of Contents

	•	CNH Global;
	•	each of the following direct and indirect Subsidiaries of CNH Global that are not also Subsidiaries of Case New Holland:

	CNH U.K. Limited
	New Holland Holding Limited
	CNH Canada, Ltd.
	CNH Australia Pty Ltd
	CNH Belgium N.V.
	New Holland Tractor Limited N.V.
	CNH Deutschland GmbH
	CNH Trade N.V.

	•	each of the following direct and indirect Subsidiaries of Case New Holland:

	Fiatallis North America LLC
	CNH America LLC
	HFI Holdings, Inc.
	BLI Group, Inc.
	Blue Leaf I.P., Inc.

29

---

Table of Contents

	(1)	in connection with any sale or other disposition of all of the Capital Stock of such Guarantor to a Person other than CNH Global or any Subsidiary of CNH Global and, prior to the time the Notes reach Investment Grade Status, so long as the sale complies with the provisions set forth under “— Repurchase at the Option of Holders — Asset Sales”;
	(2)	in connection with the sale or other disposition of all or substantially all of the assets of such Guarantor, including by way of merger, consolidation or otherwise, to a Person other than CNH Global or any Restricted Subsidiary of CNH Global, and prior to the time the Notes reach Investment Grade Status, so long as the sale or disposition complies with the provisions set forth under “— Repurchase at the Option of Holders— Asset Sales”;
	(3)	if CNH Global designates such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under “— Certain Covenants — Limitation on Designations of Unrestricted Subsidiaries”; or
	(4)	in the case of any Restricted Subsidiary which after the Issue Date is required to Guarantee the Notes pursuant to the covenant described under “— Certain Covenants — Issuance of Subsidiary Guarantees,” upon either (x) the release or discharge of the guarantee of such Restricted Subsidiary of Indebtedness of CNH Global and Case New Holland which resulted in the obligation to so Guarantee the Notes or (y) the Notes reaching Investment Grade Status.

30

---

Table of Contents

	(1)	any Taxes that would not have been so imposed, deducted or withheld but for the existence of any present or former connection between the Holder or beneficial owner of a Note (or between a fiduciary, settler, beneficiary, member or shareholder of, or possessor of power over, the Holder or beneficial owner of such Note, if the Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of the execution, delivery, registration or enforcement of such Note);
	(2)	any estate, inheritance, gift, sales excise, transfer or personal property tax or similar tax, assessment or governmental charge, subject to the last paragraph of this covenant;
	(3)	any Taxes payable otherwise than by deduction or withholding from payments under or with respect to the Guarantee of such Note;
	(4)	any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Note or beneficial owner of any payment on the Guarantee of such Note had (i) made a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of the Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, Holders at that time have been notified by CNH Global, any Foreign Subsidiary Guarantor or any other person through whom payment may be made that a declaration of nonresidence or other claim or filing for exemption or such compliance is required to be made);
	(5)	any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period);
	(6)	any payment under or with respect to a Note to any Holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment, or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note;
	(7)	any note where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Council Directive 2003/48/EC of June 3, 2003 on taxation of savings income in the form of interest payments or any law implementing or complying with, or introduced in order to conform to, that Directive; or
	(8)	any combination of items (1) through (7) above.

31

---

Table of Contents

	Optional Redemption

	6% Notes

Year		Percentage
2007			104.625	%
2008			102.313	%
2009 and thereafter			100.000	%

32

---

Table of Contents

	Redemption of Notes for Changes in Withholding Taxes

33

---

Table of Contents

	Selection and Notice of Redemption

	•	no Notes of a principal amount of $1,000 or less shall be redeemed in part; and
	•	with respect to the 91/4% Notes, if a partial redemption is made with the proceeds of a Qualified Equity Offering, selection of the 91/4% Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures), unless such method is otherwise prohibited.

	Change of Control

	(1)	accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
	(2)	deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

34

---

Table of Contents

	(3)	deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by Case New Holland.

	Asset Sales

	(1)	CNH Global or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of;
	(2)	at least 75% of the consideration received by CNH Global or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; provided that the amount of:

	(a)	any liabilities (as shown on CNH Global’s or such Restricted Subsidiary’s most recent balance sheet), of CNH Global or any of its Restricted Subsidiaries (other than (x) contingent liabilities and liabilities that are by their terms subordinated to the Notes and (y) Indebtedness owed to CNH Global and its Subsidiaries) that are assumed by the transferee of any such assets shall be deemed to be cash for purposes of this clause (2); and

35

---

Table of Contents

	(b)	any securities, notes or other obligations received by CNH Global or any such Restricted Subsidiary from such transferee that are converted by CNH Global or such Restricted Subsidiary into cash (to the extent of the cash received) within 365 days following the closing of such Asset Sale shall be deemed to be cash for purposes of this clause (2); and

	(3)	upon the consummation of an Asset Sale, CNH Global shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days after receipt thereof either to:

	(A)	repay Indebtedness under any Credit Facility under which CNH Global or such Restricted Subsidiary is an obligor and permanently retire such Indebtedness,

	(B)	acquire (or enter into a binding agreement to acquire, which acquisition must be consummated within 180 days after the end of the 365-day period following receipt of any Net Cash Proceeds) Replacement Assets, or
	(C)	a combination of prepayment and investment permitted by the foregoing clauses (3)(A) and (3)(B).

36

---

Table of Contents

	Certain Covenants

	(a)	clause (b) of “— Limitation on Liens,”
	(b)	“— Merger, Consolidation and Sale of Assets” (other than clause (2) of the first paragraph thereof and clause (4) of the fourth paragraph thereof),
	(c)	clause (b) of “— Limitation on Sale and Leaseback Transactions,”
	(d)	“— Limitation on Designations of Unrestricted Subsidiaries,”
	(e)	“— Designation of Equipment Subsidiaries and Financial Services Subsidiaries” and

	(f)	“— Reports to Holders”.

37

---

Table of Contents

	(1)	Indebtedness under (a) the 6% Notes in an aggregate principal amount not to exceed $500 million and any Guarantees thereof; and (b) the 91/4% Notes in an aggregate principal amount not to exceed $750 million and any Guarantees thereof;
	(2)	Indebtedness of CNH Global and its Equipment Subsidiaries incurred pursuant to one or more Credit Facilities; provided, however, that the aggregate principal amount of Net Indebtedness at any time outstanding shall not exceed $2.0 billion, less the amount of any such Indebtedness permanently retired with the Net Cash Proceeds from any Asset Sale applied from and after August 1, 2003 to reduce the amounts outstanding thereunder pursuant to the covenant described under “— Repurchase at the Option of Holders — Asset Sales”;
	(3)	Indebtedness of or the issuance of Preferred Stock (including, without limitation, Acquired Indebtedness and any Indebtedness or Preferred Stock issued to CNH Global or any Equipment Subsidiaries) by any Financial Services Subsidiary of CNH Global; provided that on the date of the incurrence of such Indebtedness or the issuance of such Preferred Stock, after giving effect to the incurrence or issuance thereof, the Financial Subsidiary Leverage Ratio of the Financial Services Subsidiaries would be less than 5.5 to 1.0;
	(4)	other Indebtedness of CNH Global and its Equipment Subsidiaries outstanding on August 1, 2003 (including, but not limited to, the Fiat Promissory Notes and the Intesa BCI Indebtedness) reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon;
	(5)	Hedging Obligations of CNH Global or any Restricted Subsidiary, as the case may be, that are incurred in the ordinary course of business; provided, however, that such Hedging Obligations are entered into, in the good faith judgment of CNH Global, to protect CNH Global and its Restricted Subsidiaries from (a) fluctuations in interest rates on Indebtedness incurred in accordance with the Indentures, (b) fluctuations in foreign currency rates, (c) commodity price risk with respect to commodities purchased by CNH Global or any Restricted Subsidiary or (d) any combination of the foregoing, and, in each case, not for speculative purposes;
	(6)	Indebtedness or Preferred Stock of an Equipment Subsidiary to CNH Global or another Equipment Subsidiary for so long as such Indebtedness or Preferred Stock is held by CNH Global or an Equipment Subsidiary; provided that (A) any Indebtedness of Case New Holland to CNH Global or any other Equipment Subsidiary is unsecured and subordinated, pursuant to a written agreement, to Case New Holland’s obligations under the Indentures and the Notes and (B) if as of any date any Person other than CNH Global or an Equipment Subsidiary owns or holds any such Indebtedness or Preferred Stock or holds a Lien in respect of such Indebtedness (other than any Lien permitted by clause (B) of paragraph (a) under “— Limitation on Liens”), such date shall be deemed the incurrence of Indebtedness or the issuance of Preferred Stock, as the case may be, not constituting Permitted Indebtedness by the issuer of such Indebtedness or Preferred Stock;

38

---

Table of Contents

	(7)	Indebtedness of a Financial Services Subsidiary to another Financial Services Subsidiary for so long as such Indebtedness is held by a Financial Services Subsidiary; provided that if as of any date any Person other than a Financial Services Subsidiary owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness (other than any Lien permitted by clause (B) of paragraph (a) under “— Limitation on Liens”), such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness;
	(8)	Indebtedness of CNH Global to a Restricted Subsidiary for so long as such Indebtedness is held by a Restricted Subsidiary; provided that (A) any Indebtedness of CNH Global to any Restricted Subsidiary is unsecured and subordinated, pursuant to a written agreement, to CNH Global’s obligations under the Indentures and the Guarantee of CNH Global and (B) if as of any date any Person other than a Restricted Subsidiary owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness (other than any Lien permitted by clause (B) of paragraph (a) under “— Limitation on Liens”), such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by CNH Global;
	(9)	Indebtedness arising from the honoring by a bank or other financial institution of a check, draft (including, without limitation, any overdraft (including any daylight overdraft)) or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within fifteen Business Days after receipt of notice from such bank or other financial institution;

	(10)	Indebtedness of CNH Global or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations in the ordinary course of business;
	(11)	Indebtedness represented by Purchase Money Indebtedness and Capitalized Lease Obligations not to exceed 2.5% of Consolidated Net Tangible Assets of CNH Global and its Equipment Subsidiaries;
	(12)	Refinancing Indebtedness;
	(13)	Non-Recourse Accounts Receivable Subsidiary Indebtedness and Indebtedness under ARS Promissory Notes, in each case incurred by any Accounts Receivable Subsidiary in a Qualified Receivables Transaction;
	(14)	the Attributable Indebtedness of any Excluded Sale and Leaseback Transaction; and
	(15)	additional Indebtedness of CNH Global and its Restricted Subsidiaries in an aggregate principal amount not to exceed $150.0 million at any one time outstanding.

	(1)	in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of Indebtedness or Preferred Stock described in clauses (1) through (15) of the second paragraph of this covenant, or is entitled to be incurred pursuant to the first paragraph of this covenant, CNH Global may, in its sole discretion, classify such item of Indebtedness or Preferred Stock on the date of its incurrence or, subject to clause (2) below, later reclassify all or a portion of such item of Indebtedness in any manner that complies with this covenant;
	(2)	(a) Indebtedness of CNH Global or any Equipment Subsidiary under any Existing Credit Facility outstanding on the Issue Date will be deemed to have been incurred pursuant to clause (2) of the second paragraph of this covenant and CNH Global will not be permitted to reclassify any portion of such Indebtedness thereafter, (b) Indebtedness of any Financial Services Subsidiary to CNH Global or any Equipment Subsidiary will be deemed to have been incurred pursuant to clause (3) of the second paragraph of this covenant and (c) Non-Recourse Accounts Receivable Subsidiary

39

---

Table of Contents

		Indebtedness outstanding on the Issue Date will be deemed to have been incurred pursuant to clause (13) of the second paragraph of this covenant;
	(3)	accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Capital Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Capital Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Preferred Stock for purposes of this covenant;
	(4)	the maximum amount of Indebtedness that CNH Global or any Restricted Subsidiary may incur pursuant to this covenant will not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies; and
	(5)	the U.S. dollar-equivalent principal amount of any Indebtedness or Preferred Stock denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date the Indebtedness was incurred, or first committed, in the case of revolving credit Indebtedness, or the Preferred Stock was issued, as applicable; provided that if any Indebtedness is incurred to Refinance Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of the Indebtedness incurred to Refinance such outstanding Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced.

	(a)	declare or pay any dividend or make any distribution (other than (i) dividends or distributions payable in Qualified Capital Stock of CNH Global and (ii) in the case of Restricted Subsidiaries, dividends or distributions to CNH Global or any other Restricted Subsidiary and pro rata dividends or distributions payable to the other holders of the same class of Capital Stock of such Restricted Subsidiary) on or in respect of shares of its Capital Stock to holders of such Capital Stock;
	(b)	purchase, redeem or otherwise acquire or retire for value any Capital Stock of CNH Global or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock;
	(c)	make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of CNH Global or any Guarantor that is subordinate or junior in right of payment to the Notes or such Guarantor’s Guarantee of the Notes (other than a purchase, defeasance, redemption, prepayment, decrease or other acquisition or retirement for value in anticipation of satisfying a scheduled final maturity, scheduled repayment or scheduled sinking fund payment, in each case, due within one year of the date of such acquisition or retirement); or
	(d)	make any Investment (other than Permitted Investments)

40

---

Table of Contents

	(1)	a Default or an Event of Default shall have occurred and be continuing;
	(2)	CNH Global is not able to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “— Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock”; or
	(3)	the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made after August 1, 2003 (the amount expended for such purpose, if other than in cash, being the Fair Market Value of such property) shall exceed the sum of:

	(w)	50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of CNH Global earned during the period beginning on October 1, 2003 and ending on the last date of the most recent fiscal quarter for which financial statements are available prior to the date such Restricted Payment (the “Reference Date”) (treating such period as a single accounting period); plus

	(x)	100% of the net proceeds (including the Fair Market Value of any property or assets) received by CNH Global from any Person (other than a Subsidiary of CNH Global) subsequent to August 1, 2003 and on or prior to the Reference Date (a) as a contribution to the common equity capital of CNH Global by any holder of CNH Global’s Capital Stock or (b) from the issuance and sale of Qualified Capital Stock of CNH Global (excluding, in the case of the 91/4% Notes, any net proceeds from a Qualified Equity Offering to the extent used to redeem Notes); plus
	(y)	without duplication of any amounts included in clause (3)(x) above, the aggregate amount by which Indebtedness (other than Subordinated Indebtedness) of CNH Global or any Restricted Subsidiary is reduced on CNH Global’s consolidated balance sheet subsequent to August 1, 2003 and on or prior to the Reference Date upon the conversion or exchange of any Indebtedness for Qualified Capital Stock of CNH Global (other than to the extent of any Qualified Capital Stock issued to any Subsidiary of CNH Global); plus
	(z)	with duplication, the sum of:

	(1)	the aggregate amount returned in cash on or with respect to Investments (other than Permitted Investments) made subsequent to August 1, 2003 whether through interest payments, principal payments, dividends or other distributions or payments;
	(2)	the net cash proceeds received by CNH Global or any of the Restricted Subsidiaries from the disposition of all or any portion of such Investments (other than to a Subsidiary of CNH Global); and
	(3)	upon Revocation of the status of an Unrestricted Subsidiary as an Unrestricted Subsidiary, the Fair Market Value of CNH Global’s and the Restricted Subsidiaries’ Investment in such Subsidiary;

	provided, however, that the sum of clauses (1), (2) and (3) above shall not exceed the sum of (I) the aggregate amount of all such Investments made subsequent to the Issue Date and (II) without duplication of clause (I), one half of the gain from any disposition of all or any portion of such Investments (other than to a Subsidiary of CNH Global) made subsequent to August 1, 2003.

41

---

Table of Contents

	(1)	the payment of any dividend within 60 days after the date of declaration of such dividend if the dividend would have been permitted on the date of declaration;
	(2)	if no Default or Event of Default shall have occurred and be continuing, the acquisition of any shares of Capital Stock of CNH Global, either (i) solely in exchange for shares of Qualified Capital Stock of CNH Global or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of CNH Global) of shares of Qualified Capital Stock of CNH Global;
	(3)	if no Default or Event of Default shall have occurred and be continuing, the acquisition of any Indebtedness of Case New Holland or any Guarantor that is subordinate or junior in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be, either (i) solely in exchange for shares of Qualified Capital Stock of CNH Global, or (ii) through the application of the net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of CNH Global) of (a) shares of Qualified Capital Stock of CNH Global or (b) Refinancing Indebtedness;
	(4)	if no Default or Event of Default shall have occurred and be continuing, repurchases by CNH Global of Capital Stock (or rights or options therefor) of CNH Global from employees of CNH Global or any Subsidiary or their authorized representatives, upon the death, disability or termination of employment of such employees, in an aggregate amount not to exceed $2.5 million in any calendar year;
	(5)	if no Default or Event of Default shall have occurred and be continuing, the payment of pro rata cash dividends on shares of the common stock of CNH Global to the holders thereof in an amount not to exceed $33.0 million in any calendar year;
	(6)	if no Default or Event of Default shall have occurred and be continuing, commencing in calendar year 2005, the payment of cash dividends on the shares of Series A Preferred Stock outstanding on the Issue Date in an amount not to exceed $50.0 million in any calendar year; and
	(7)	additional Restricted Payments in an aggregate amount not to exceed $20.0 million.

	(a)	pay dividends or make any other distributions on or in respect of its Capital Stock;
	(b)	make loans or advances or to pay any Indebtedness or other obligation owed to CNH Global or any other Restricted Subsidiary; or
	(c)	transfer any of its property or assets to CNH Global or any other Restricted Subsidiary,

	(1)	any agreements (including, without limitation, any Existing Credit Facility) existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that the encumbrances and restrictions contained in any such amendments, restatements, renewals, replacements or refinancings are not, taken as a whole, materially more restrictive than the encumbrances or restrictions contained in such agreements on the Issue Date;

42

---

Table of Contents

	(2)	any Credit Facility or any Indebtedness incurred under clause (3) of the covenant described under “ — Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock” if (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (ii) either senior management or the Board of Directors of CNH Global determines at the time any such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not affect the ability of Case New Holland to make principal or interest payments on the Notes as and when due and (y) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings or agreements (as determined in good faith by either senior management or the Board of Directors of CNH Global);
	(3)	the Indentures, the Notes and the Guarantees;
	(4)	applicable law, rule, regulation or order;
	(5)	customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary;
	(6)	any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
	(7)	Purchase Money Indebtedness and Capitalized Lease Obligations permitted to be incurred pursuant to clause (11) of the second paragraph under the covenant described under “— Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock” that impose limitations of the nature described in clause (c) of the first paragraph of this covenant;
	(8)	customary restrictions on the transfer of any property or assets arising under a security agreement governing a Lien permitted under the Indentures;
	(9)	any agreement governing Refinancing Indebtedness; provided, however, that the encumbrances or restrictions contained in any such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than the provisions relating to such encumbrances or restrictions contained in the Indebtedness being refinanced;

	(10)	any agreement governing the sale or disposition of all or substantially all of the Capital Stock or assets of any Restricted Subsidiary which restricts dividends and distributions pending such sale or disposition; and
	(11)	Non-Recourse Accounts Receivable Subsidiary Indebtedness or other contractual requirements of an Accounts Receivable Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivable Subsidiary or Qualified Receivables Assets which are subject to a Qualified Receivables Transaction.

	(1)	in the case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the Notes or a Guarantee, the Notes or such Guarantee are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and
	(2)	in all other cases, the Notes are equally and ratably secured,

43

---

Table of Contents

	(A)	Liens existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;

	(B)	(I) Liens securing Indebtedness in an aggregate principal amount not to exceed the greater of (i) $2.0 billion incurred pursuant to clause (2) of the second paragraph of the covenant described under “— Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock” and (ii) an amount equal to 2.5 times Consolidated EBITDA for the most recently ended Four Quarter Period for which financial statements are available and (II) Liens securing Indebtedness incurred pursuant to clause (3) of the second paragraph of the covenant described under “— Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock”; and
	(C)	Permitted Liens.

	(1)	in the case of Liens securing Indebtedness that is expressly subordinate or junior in right of payment to the Notes or a Guarantee, the Notes or such Guarantee are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and
	(2)	in all other cases, the Notes are equally and ratably secured,

	(A)	Liens existing on the date the Notes reach Investment Grade Status to the extent and in the manner such Liens are in effect on the date the Notes reach Investment Grade Status;

	(B)	Permitted Liens; and
	(C)	in addition to the Liens described in clauses (A) and (B) above, additional Liens not to exceed 15.0% of the Consolidated Net Tangible Assets of CNH Global and its Restricted Subsidiaries.

	(x)	CNH Global, CNH Global shall be the surviving or continuing corporation or the Person (if other than CNH Global) formed by such consolidation or into which CNH Global is merged or the Person to which such Transfer or other disposition has been made shall be a Person organized and validly existing under the laws of a member state of the European Union (as it exists on the Issue Date), the United States or any State thereof or the District of Columbia; and
	(y)	Case New Holland, Case New Holland shall be the surviving or continuing corporation or the Person (if other than Case New Holland) formed by such consolidation or into which Case New Holland is merged or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made shall be a Person organized and validly existing under the laws of

44

---

Table of Contents

		the United States or any State thereof or the District of Columbia, provided that if such successor Person is not a corporation there must at all times be a joint and several co-issuer of the Notes that is a Wholly-Owned Restricted Subsidiary of such successor Person that (I) is a corporation organized and validly existing under the laws of any jurisdiction described above in this clause (y) and (II) has no liabilities and engages in no activities other than its obligations under the Notes and activities incidental thereto; and

	(2)	immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), CNH Global or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “— Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock”;
	(3)	immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and
	(4)	CNH Global, Case New Holland or the Surviving Entity (and any co-issuer, if any), as the case may be, shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indentures and that all conditions precedent in the Indentures relating to such transaction have been satisfied.

	(1)	the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) is a Person organized and existing under the laws of (x) if such Guarantor is organized and existing

45

---

Table of Contents

		under the laws of the United States or any State thereof or the District of Columbia, the United States or any State thereof or the District of Columbia; (y) if such Guarantor is organized and existing under the laws of a member state of the European Union (as it exists on the Issue Date), (i) a member state of the European Union (as it exists on the Issue Date) or (ii) the United States or any State thereof or the District of Columbia; or (z) if such Guarantor is organized and existing under the laws of any other jurisdiction (i) a member state of the European Union (as it exists on the Issue Date), (ii) the United States or any State thereof or the District of Columbia or (iii) the jurisdiction or organization or existence of the Guarantor to which such consolidation or merger relates;
	(2)	such entity assumes by supplemental indenture all of the obligations of the Guarantor under the Indentures, such Guarantor’s Guarantee and the Registration Rights Agreements;
	(3)	immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
	(4)	immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, CNH Global could satisfy the provisions of clause (2) of the first paragraph of this covenant; and
	(5)	CNH Global shall have delivered to the Trustee an officers’ certificate and opinion of counsel, each stating that such consolidation or merger and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indentures and that all conditions precedent in the Indentures relating to such transaction have been satisfied.

	(x)	Affiliate Transactions permitted under paragraph (b) below; and
	(y)	Affiliate Transactions on terms that are not less favorable than those that would have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of CNH Global or such Restricted Subsidiary.

	(1)	reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors or employees of CNH Global or any Restricted Subsidiary as determined in good faith by CNH Global’s Board of Directors or senior management;

46

---

Table of Contents

	(2)	transactions exclusively between or among CNH Global and any of the Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indentures;
	(3)	any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date;
	(4)	Restricted Payments permitted by the Indentures;
	(5)	transactions effected as part of a Qualified Receivables Transaction;
	(6)	any agreement or arrangement (and any transaction effectuated pursuant thereto) with Fiat or any of its Subsidiaries relating to the provision of (i) debt financing, guarantees, currency, interest rate and commodity protection contracts, treasury or cash management services and any services reasonably related to any of the foregoing and/or (ii) shared services relating to the administrative and operating activities of CNH Global and its Restricted Subsidiaries, in each case in the ordinary course of business of CNH Global and its Restricted Subsidiaries; provided that, either the Board of Directors or senior management of CNH Global shall have determined that each such agreement and arrangement is on terms that are not less favorable than those that would have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of CNH Global or such Restricted Subsidiary; and
	(7)	agreements or arrangements (and transactions effectuated pursuant thereto) with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business of CNH Global and its Restricted Subsidiaries; provided that, either the Board of Directors or senior management of CNH Global shall have determined that each such agreement and arrangement is on terms that are not less favorable than those that would have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of CNH Global or such Restricted Subsidiary.

	(1)	executes and delivers to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee (each, a “Guarantee”) all of Case New Holland’s obligations under the Notes and the Indentures on the terms set forth in the Indentures; and
	(2)	delivers to the Trustee an opinion of counsel (which may contain customary exceptions) that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary.

47

---

Table of Contents

	(1)	CNH Global or that Restricted Subsidiary, as applicable, could have

	(A)	incurred Indebtedness in an amount equal to the Attributable Indebtedness relating to such Sale and Leaseback Transaction pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph or pursuant to clause (3) of the second paragraph, as the case may be, of the covenant described under “— Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock”; and

	(B)	incurred a Lien to secure such Indebtedness pursuant to “— Limitation on Liens” above;

	(2)	the consideration received in that Sale and Leaseback Transaction are at least equal to the Fair Market Value of the property sold; and
	(3)	the transfer of assets in that Sale and Leaseback Transaction is permitted by, and the proceeds of such transaction are applied in compliance with, the covenant described under “ — Repurchase at the Option of Holders — Asset Sales.”

	(1)	CNH Global or such Restricted Subsidiary could have incurred a Lien to secure such Indebtedness pursuant to “— Limitation on Liens” above;
	(2)	the consideration received in that Sale and Leaseback Transaction are at least equal to the Fair Market Value of the property sold; and
	(3)	the gross cash proceeds of such transaction are applied within 365 days of the receipt thereof either to

	(A)	repay Indebtedness under any Credit Facility and permanently retire such Indebtedness and cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so repaid;

	(B)	acquire any property or assets useful to the business of CNH Global and its Restricted Subsidiaries; or
	(C)	any combination of clauses (A) and (B) above.

48

---

Table of Contents

	(1)	no Default or Event of Default (as defined below) shall have occurred and be continuing at the time of or after giving effect to such Designation; and
	(2)	(A) in the case of a Subsidiary other than a Financial Services Subsidiary, (i) prior to reaching Investment Grade Status, CNH Global would be permitted under the Indentures to make a Restricted Payment pursuant to the first paragraph of the covenant described under “ — Limitation on Restricted Payments” at the time of Designation (assuming the effectiveness of such Designation) in an amount equal to the Fair Market Value of CNH Global’s and the Restricted Subsidiaries’ Investment in such Subsidiary on such date and (ii) from and after the date the Notes reach Investment Grade Status, the Fair Market Value of CNH Global’s and the Restricted Subsidiaries’ outstanding Investments (calculated at the time such Investment is made) in (x) any such Subsidiary may not exceed $1.0 million and (y) all such Subsidiaries may not exceed $10.0 million in the aggregate, and (B) in the case of a Financial Services Subsidiary, immediately prior to or concurrently with such Designation, such Financial Services Subsidiary shall have repaid all Indebtedness owed to CNH Global and its Restricted Subsidiaries (and terminated all related commitments) and returned, in cash or Cash Equivalents or a combination thereof, an amount equal to all Investments made subsequent to the Issue Date in such Financial Services Subsidiary by CNH Global and its Restricted Subsidiaries except to the extent such return would cause such Financial Services Subsidiary to violate applicable capital adequacy or other regulatory requirements, in which case such obligation to return Investments made after the Issue Date shall, to the extent of any amount of Investment the return of which would violate such requirements, be deferred until the date of any Permitted Financial Services Disposition in respect of such Subsidiary.

	(x)	provide direct or indirect credit support for or a guarantee of any Indebtedness of any Unrestricted Subsidiary (including any undertaking agreement or instrument evidencing such Indebtedness);
	(y)	be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; or
	(z)	be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary),

	(1)	no Default or Event of Default shall have occurred and be continuing at the time and after giving effect to such Revocation;
	(2)	immediately after giving effect to such Revocation, (i) in the case of an Unrestricted Subsidiary not constituting an Unrestricted Financial Services Subsidiary, CNH Global would be permitted to incur $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “ — Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock” and (ii) in the case of an Unrestricted Subsidiary constituting an Unrestricted Financial Services Subsidiary, a Financial Services Subsidiary of CNH Global would be permitted to incur $1.00 of additional Indebtedness pursuant to clause

49

---

Table of Contents

		(3) of the definition of Permitted Indebtedness set forth in the second paragraph of the covenant described under “— Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock”; and
	(3)	all Liens and Indebtedness of such Unrestricted Subsidiaries outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of the Indentures.

50

---

Table of Contents

	New Holland Kobelco Construction Machinery S.p.A.;
	Kobelco Construction Machinery America LLC;
	CNH Baumachinen GmbH;
	Harbin New Holland Tractors Co. Ltd;
	UzCaseMash LLC;
	UzCaseService LLC;
	UzCaseTractor LLC;
	RosCaseMash;
	Shanghai New Holland Agricultural Machinery Corporation Limited;
	UzCaseAgroLeasing LLC;
	Tri-County New Holland, Inc.;
	Farmers New Holland, Inc.;
	Challenger New Holland, Ltd.;
	Rathell Farm Equipment Company, Inc.;
	Northside New Holland, Inc.;
	Sunrise Tractor & Equipment Inc.;
	LaGrande New Holland, Inc.;
	Medicine Hat New Holland, Ltd.;
	Memphis New Holland, Inc.;
	Ridgeview New Holland, Inc.;
	Pensacola Tractor & Equipment, Inc.; and
	St. Catharines New Holland, Ltd.

	(i)	designate any Restricted Subsidiary as an Equipment Subsidiary unless the properties, assets and operations of such Restricted Subsidiary relate exclusively to the Equipment Business of CNH Global and its Restricted Subsidiaries; provided, however, that any Equipment Subsidiary may engage in activities described in the definition of “Financial Services Business” provided that such activities are not the primary business activities of such Equipment Subsidiary and are only incidental to, and undertaken in support of, the Equipment Business activities of such Equipment Subsidiary;
	(ii)	designate any Restricted Subsidiary as a Financial Services Subsidiary unless the properties, assets and operations of such Restricted Subsidiary relate exclusively to the Financial Services Business of CNH Global and its Restricted Subsidiaries;
	(iii)	permit any Restricted Subsidiary to own any properties or other assets or engage in any activities which would cause it to qualify as both an Equipment Subsidiary and a Financial Services Subsidiary; or

51

---

Table of Contents

	(iv)	transfer any plant, property or equipment to any Financial Services Subsidiary or permit any Financial Services Subsidiary to own any plant, property or equipment other than, in each case, property and equipment incidental to the operation of the Financial Services Business.

	(1)	the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days;
	(2)	the failure to pay the principal of any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer);
	(3)	a default in the observance or performance of any other covenant or agreement contained in the Indentures which default continues for a period of 30 days after Case New Holland receives written notice specifying the default from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to the covenant described under “— Certain Covenants — Merger, Consolidation and Sale of Assets,” which will constitute an Event of Default with such notice requirement but without such passage of time requirement);

52

---

Table of Contents

	(4)	a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness of CNH Global or any of its Restricted Subsidiaries (or the payment of which is guaranteed by CNH Global or any of its Restricted Subsidiaries) but excluding Non-Recourse Accounts Receivable Subsidiary Indebtedness, whether such Indebtedness now exists or is created after the Issue Date, which default (A) is caused by a failure to pay principal of such Indebtedness after any applicable grace period provided in such Indebtedness on the date of such default (a “payment default”) or (B) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $75.0 million;
	(5)	one or more judgments in an aggregate amount in excess of $75.0 million not covered by adequate insurance shall have been rendered against CNH Global or any of its Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and nonappealable;
	(6)	certain events of bankruptcy as set forth in each Indenture affecting CNH Global, Case New Holland or any Significant Subsidiary or group of Restricted Subsidiaries of CNH Global that, together, would constitute a Significant Subsidiary; or
	(7)	any Guarantee of any Guarantor ceases to be in full force and effect or any Guarantee of such Guarantor is declared to be null and void and unenforceable or any Guarantee of such Guarantor is found to be invalid or any Guarantor denies its liability under its Guarantee (other than by reason of release of such Guarantor in accordance with the terms of the applicable Indenture).

	(1)	if the rescission would not conflict with any judgment or decree;
	(2)	if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;
	(3)	to the extent the payment of such interest is lawful, if interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;
	(4)	if Case New Holland has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and
	(5)	in the event of the cure or waiver of an Event of Default of the type described in clause (6) of the description above of Events of Default, the Trustee shall have received an officers’ certificate and an opinion of counsel that such Event of Default has been cured or waived.

53

---

Table of Contents

	(1)	the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes of such series when such payments are due;
	(2)	Case New Holland’s obligations with respect to the Notes of such series concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments;
	(3)	the rights, powers, trust, duties and immunities of the Trustee and Case New Holland’s obligations in connection therewith; and
	(4)	the Legal Defeasance provisions of the applicable Indenture.

	(1)	Case New Holland must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in U.S. dollars, non-callable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized independent registered public accounting firm selected by Case New Holland, to pay the principal of, premium, if any, and interest on such series of Notes on the stated date of payment thereof or on the applicable redemption date, as the case may be; provided that the Trustee shall have received an irrevocable written order from

54

---

Table of Contents

		Case New Holland instructing the Trustee to apply such U.S. dollars or the proceeds of such U.S. government obligations to said payments with respect to such series of Notes;
	(2)	in the case of Legal Defeasance, Case New Holland shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that (A) Case New Holland has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the applicable Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
	(3)	in the case of Covenant Defeasance, Case New Holland shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
	(4)	no Default or Event of Default under the applicable Indenture shall have occurred and be continuing on the date of such deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes concurrently with such incurrence);
	(5)	such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of or constitute a default under the applicable Indenture or any other material agreement or instrument to which CNH Global or any of its Restricted Subsidiaries is a party or by which CNH Global or any of its Restricted Subsidiaries is bound;
	(6)	Case New Holland shall have delivered to the Trustee an officers’ certificate stating that the deposit was not made by Case New Holland with the intent of preferring the Holders over any other creditors of Case New Holland or with the intent of defeating, hindering, delaying or defrauding any other creditors of Case New Holland or others;
	(7)	Case New Holland shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent (other than, in the case of such legal opinion, paragraph (6) above as to which such counsel need express no opinion) provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and
	(8)	Case New Holland shall have delivered to the Trustee an opinion of counsel to the effect that after the 91st day following the deposit and assuming that no Holder is an “insider” with respect to Case New Holland, as that term is defined in Section 101 of title 11, United States Bankruptcy Code (the “Bankruptcy Code”), the cash or securities deposited in trust will not be subject to avoidance and repayment under Sections 547 and 550 of the Bankruptcy Code.

	(1)	either (a) all the Notes of such series theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by Case New Holland and

55

---

Table of Contents

		thereafter repaid to Case New Holland or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the Notes of such series (i) have become due and payable, (ii) will become due and payable at their stated maturity within one year or (iii) if redeemable at the option of Case New Holland, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of Case New Holland, and Case New Holland has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes of such series to the date of deposit together with irrevocable instructions from Case New Holland directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
	(2)	Case New Holland and/or the Guarantors have paid all other sums payable under the applicable Indenture; and
	(3)	Case New Holland has delivered to the Trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent under the applicable Indenture relating to the satisfaction and discharge of the applicable Indenture have been complied with.

	(1)	reduce the amount of Notes whose Holders must consent to an amendment;
	(2)	reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
	(3)	reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor;
	(4)	make any Notes payable in money other than that stated in the Notes;
	(5)	make any change in provisions of the Indentures protecting the right of each Holder to receive payment of principal of, premium, if any, and interest on such Notes on or after the stated due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the then outstanding Notes to waive Defaults or Events of Default;
	(6)	amend, change or modify in any material respect the obligation of Case New Holland to make and consummate a Change of Control Offer after the occurrence of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto;
	(7)	modify or change any provision of the Indentures or the related definitions affecting the ranking of the Notes or any Guarantee in a manner which adversely affects the Holders; or
	(8)	release any Guarantor from any of its obligations under its Guarantee or the Indentures otherwise than in accordance with the terms of the Indentures.

56

---

Table of Contents

	(1)	that is formed solely for the purpose of, and that engages in no activities other than activities in connection with, financing accounts receivable of CNH Global and/or its Restricted Subsidiaries;
	(2)	that is designated by the Board of Directors of CNH Global as an Accounts Receivable Subsidiary pursuant to a Board of Directors’ resolution set forth in an officers’ certificate delivered to the Trustee;
	(3)	with respect to any Accounts Receivable Subsidiary created or designated after the Issue Date, that has total assets at the time of such creation and designation with a book value of $10,000 or less;
	(4)	no portion of the Indebtedness or any other obligation (contingent or otherwise) of which (a) is at any time Guaranteed by CNH Global or any Restricted Subsidiary of CNH Global (excluding Guarantees of obligations (other than any Guarantee of Indebtedness) pursuant to Standard Securitization Undertakings), (b) is at any time recourse to or obligates CNH Global or any Restricted Subsidiary of CNH Global in any way, other than pursuant to Standard Securitization Undertakings or (c) subjects any asset of CNH Global or any other Restricted Subsidiary of CNH Global (except for another Accounts Receivable Subsidiary), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings (such Indebtedness, “Non-Recourse Accounts Receivable Subsidiary Indebtedness”);
	(5)	with which neither CNH Global nor any Restricted Subsidiary of CNH Global has any material contract, agreement, arrangement or understanding other than contracts, agreements, arrangements and understandings entered into in the ordinary course of business on terms no less favorable to CNH Global or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of CNH Global in connection with a Qualified Receivables Transaction and fees payable in the ordinary course of business in connection with servicing accounts receivable in connection with such a Qualified Receivables Transaction; and

57

---

Table of Contents

	(6)	with respect to which neither CNH Global nor any Restricted Subsidiary of CNH Global has any obligation (a) to subscribe for additional shares of Capital Stock thereof or make any additional capital contribution or similar payment or transfer thereto, except for continuing transfers of Qualified Receivables Assets pursuant to any pre-funding or revolving period feature, or (b) to maintain or preserve the solvency or any balance sheet term, financial condition, level of income or results of operations thereof, except in each case, to the extent that, if the amount of each such subscription, capital contribution or other payment or Investment were to be deducted from the cash proceeds received by CNH Global or any of its Restricted Subsidiaries in connection with the sale of the related Qualified Receivables Assets, the transfer of such Qualified Receivables Assets would still be permitted by clause (7) of the proviso to the definition of “Asset Sale,” provided that to the extent any such subscription, capital contribution or other payment or Investment would not be so permitted, CNH Global would be entitled at the time such obligation is entered into and at the time the obligation is fulfilled to make a Restricted Payment in an amount equal to such amount of such obligation, in which case, at the time of such subscription, capital contribution or other payment or Investment, CNH Global shall be deemed to have made a Restricted Payment for all purposes under the covenant described under “Limitation on Restricted Payments” in an amount equal to such subscription, capital contribution or other payment or Investment.

58

---

Table of Contents

	(1)	the sale, conveyance, lease, assignment or other transfer of any parts depot in connection with the Parts Depot Rationalization Program;
	(2)	a transaction or series of related transactions for which CNH Global or any of its Restricted Subsidiaries receive aggregate consideration or which has a Fair Market Value of less than $10.0 million;
	(3)	the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of CNH Global or Case New Holland as permitted by the covenant described under “— Certain Covenants — Merger, Consolidation and Sale of Assets”;
	(4)	any Restricted Payment made in accordance with the covenant described under “— Certain Covenants — Limitation on Restricted Payments” or a Permitted Investment;
	(5)	the sale or other disposition of cash or Cash Equivalents;
	(6)	the sale of inventory in the ordinary course of business;
	(7)	sales of Qualified Receivables Assets to an Accounts Receivables Subsidiary or other Person pursuant to a Qualified Receivables Transaction for the Fair Market Value thereof;
	(8)	any transfer of Qualified Receivables Assets, or a fractional undivided interest therein, by an Accounts Receivables Subsidiary in a Qualified Receivables Transaction;
	(9)	a Permitted Financial Services Disposition; or

	(10)	the factoring of accounts receivable arising in the ordinary course of business pursuant to customary arrangements.

	(1)	the fair value of the property subject to such arrangement; and
	(2)	the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended).

59

---

Table of Contents

	(1)	with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person and
	(2)	with respect to any Person that is not a corporation, any and all partnership or other equity interests of such Person.

	(1)	marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or any member state of the European Union (as it exists on the Issue Date) or issued by any agency thereof and backed by the full faith and credit of the United States or such member state of the European Union, in each case maturing within one year from the date of acquisition thereof;
	(2)	marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or any successor thereto (“S&P”) or Moody’s Investors Service, Inc. or any successor thereto (“Moody’s”);
	(3)	commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s;
	(4)	cash deposited in bank accounts, certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of any member state of the European Union (as it exists on the Issue Date), the United States of America or any State thereof or the District of Columbia or any foreign branch of any such bank or any branch of a foreign bank located in the United States or any member state of the European Union (as it exists on the Issue Date) having at the date of acquisition thereof combined capital and surplus of not less than $250.0 million;
	(5)	repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above;
	(6)	investments in money market funds which invest substantially all their assets in either (x) securities of the types described in clauses (1) through (5) above or (y) securities which constitute “Eligible Securities” (as defined in Rule 2a-7(10) promulgated under the Investment Company Act of 1940, as such Rule is in effect on the Issue Date);

60

---

Table of Contents

	(7)	in addition to clauses (1) through (6) above, in the case of CNH Global or any Foreign Subsidiary:

	(a)	marketable direct obligations issued by, or unconditionally guaranteed by, the sovereign nation in which CNH Global or such Foreign Subsidiary is organized and is conducting business, or issued by any agency thereof and backed by the full faith and credit of such sovereign nation, and in each case maturing within one year from the date of acquisition thereof; and
	(b)	certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the sovereign nation in which CNH Global or such Foreign Subsidiary is organized and is conducting business, and having at the date of acquisition thereof combined capital and surplus of not less than $250.0 million; and

	(8)	positive net cash balances of CNH Global and its Restricted Subsidiaries held from time to time on current account with Fiat and its Affiliates in connection with cash management practices generally accepted internationally as applied by multinational corporations in the ordinary course of business.

	(1)	any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), other than one or more Permitted Holders, becomes the beneficial owner (as defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time) of more than 50% of the total voting power of CNH Global’s Capital Stock;
	(2)	there is consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of CNH Global and its Subsidiaries taken as a whole to any Person or Group, together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the Indentures), other than any transfer to (x) CNH Global or one or more Restricted Subsidiaries of CNH Global or (y) any Person of which more than 50% of the voting power of such Person’s Capital Stock is owned by one or more Permitted Holders;
	(3)	there is consummated any consolidation or merger of CNH Global in which CNH Global is not the continuing or surviving Person or pursuant to which the Common Stock of CNH Global would be converted into cash, securities or other property, other than a merger or consolidation of CNH Global (x) in which the Holders of the Capital Stock of CNH Global outstanding immediately prior to the consolidation or merger hold, directly or indirectly, at least a majority of the Capital Stock of the surviving corporation immediately after such consolidation or merger or (y) with any Person of which more that 50% of the voting power of such Person’s Capital Stock is owned by one or more Permitted Holders;
	(4)	the approval by the Holders of Capital Stock of CNH Global of any plan or proposal for the liquidation or dissolution of CNH Global or Case New Holland (whether or not otherwise in compliance with the provisions of the Indentures);
	(5)	during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of CNH Global (together with any new directors whose election by such Board of Directors or whose nomination for election by the stockholders of CNH Global was approved either (x) pursuant to a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved or (y) by the Permitted Holders) cease for any reason to constitute a majority of the Board of Directors of CNH Global then in office; or
	(6)	the first day on which CNH Global fails to own, either directly or indirectly, through one or more Restricted Subsidiaries, more than 50% of the total voting power of Case New Holland’s Capital Stock.

61

---

Table of Contents

	(1)	Consolidated Equipment Net Income; and
	(2)	to the extent Consolidated Equipment Net Income has been reduced thereby:

	(A)	all income taxes of CNH Global and the Equipment Subsidiaries paid or accrued in accordance with GAAP for such period;

	(B)	Consolidated Equipment Interest Expense;
	(C)	Consolidated Equipment Non-cash Charges; and

	(D)	restructuring charges of CNH Global and the Equipment Subsidiaries resulting from the CNH Merger Integration Plan as described in the Offering Memoranda or incorporated by reference therein to the extent paid or accrued during such period,

	(A)	the aggregate of the interest expense of CNH Global and its Equipment Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (but excluding, for the avoidance of doubt, the interest expense of Financial Services Subsidiaries), including without limitation or duplication,

	(I)	any amortization of debt discount and amortization or write-off of deferred financing costs,

	(II)	the net costs under Hedging Obligations,

	(III)	non-cash interest expense,

	(IV)	all capitalized interest, and

	(V)	the interest portion of any deferred payment obligation; and

	(B)	the interest component of Capitalized Lease Obligations and Attributable Indebtedness paid, accrued and/or scheduled to be paid or accrued by CNH Global and its Equipment Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP, less

	(2)	the aggregate interest income received by CNH Global and its Equipment Subsidiaries from Financial Services Subsidiaries in respect of Indebtedness of such Financial Services Subsidiaries owed to CNH Global and/or one or more Equipment Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided, however, that with respect to each item of such Indebtedness, the interest income thereon shall be excluded to the extent that, but only to the extent that, the interest rate on such Indebtedness exceeds the rate that would be applicable to

62

---

Table of Contents

		borrowings of similar maturities and on substantially the same terms by similarly situated finance companies from unaffiliated third parties.

	(1)	the incurrence or repayment of any Indebtedness or issuance or redemption of Preferred Stock of CNH Global or any of CNH Global’s Equipment Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness or issuance or redemption of Preferred Stock (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and
	(2)	any asset sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of CNH Global or one of the Equipment Subsidiaries (including any Person who becomes an Equipment Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Exchange Act) attributable to the assets which are the subject of the Asset Acquisition or asset sale or other disposition during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date as if such asset sale or other disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period.

63

---

Table of Contents

	(1)	interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date;
	(2)	if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and
	(3)	notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum in effect on the Transaction Date resulting after giving effect to the operation of such agreements on such date.

	(1)	Consolidated Equipment Interest Expense, plus
	(2)	the product of (x) the amount of all dividend payments on any series of Preferred Stock of CNH Global or any Equipment Subsidiary (other than dividends paid in Qualified Capital Stock) paid, accrued and/or scheduled to be paid or accrued during such period times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state, foreign and local income tax rate of CNH Global, expressed as a decimal.

	(1)	net gains and losses from asset sales (other than the sale of Qualified Receivables Assets in the ordinary course of business in connection with a Qualified Receivables Transaction) or abandonments or reserves relating thereto;
	(2)	extraordinary gains (but not extraordinary losses) (determined on an after-tax basis);
	(3)	the net income of any Person acquired in a “pooling of interests” transaction accrued prior to the date it becomes a Restricted Subsidiary or is merged or consolidated with CNH Global or any of its Restricted Subsidiaries;
	(4)	the net income (but not loss) of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by a contract, operation of law or otherwise;
	(5)	the net income of any Person, other than a Restricted Subsidiary, except to the extent of cash dividends or distributions paid to CNH Global or to a Restricted Subsidiary by such Person;
	(6)	any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following August 1, 2003;
	(7)	income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued); and

64

---

Table of Contents

	(8)	in the case of a successor to CNH Global by consolidation or merger or as a transferee of CNH Global’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets.

65

---

Table of Contents

	(x)	the sum of the aggregate outstanding amount of Indebtedness and Preferred Stock of the Financial Services Subsidiaries of CNH Global as of the date of the transaction giving rise to the need to calculate the Financial Subsidiary Leverage Ratio (the “Financial Subsidiary Leverage Ratio Transaction Date”) on a consolidated basis determined in accordance with GAAP to
	(y)	Consolidated Net Worth of the Financial Services Subsidiaries as of the Financial Subsidiary Leverage Ratio Transaction Date.

	(1)	clauses (x) and (y) above will be calculated after giving effect on a pro forma basis to the incurrence or repayment of any Indebtedness of any Financial Services Subsidiary or the issuance or redemption or other repayment of Preferred Stock of any such Financial Services Subsidiary (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness or issuance or redemption of Preferred Stock on the Financial Subsidiary Leverage Ratio Transaction Date, as if such incurrence or repayment or issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the Financial Subsidiary Leverage Ratio Transaction Date; and

66

---

Table of Contents

	(2)	if any Financial Services Subsidiary directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence will give effect to the incurrence of such guaranteed Indebtedness as if such Financial Services Subsidiary had directly incurred or otherwise assumed such guaranteed Indebtedness.

	(1)	any interest rate protection agreements including, without limitation, interest rate swap agreements, interest rate cap agreements and interest rate collar agreements;
	(2)	any foreign exchange contracts, currency swap agreements or other agreements or arrangements designed to protect such Person against fluctuations in interest rates or foreign exchange rates;
	(3)	any commodity futures contract, commodity option or other similar agreement or arrangement designed to protect such Person against fluctuations in prices of commodities; and
	(4)	indemnity agreements and arrangements entered into in connection with the agreements and arrangements described in clauses (1), (2) and (3).

	(1)	all Obligations of such Person for borrowed money;
	(2)	all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;
	(3)	all Capitalized Lease Obligations of such Person;
	(4)	all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted);
	(5)	all Obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction;
	(6)	guarantees and other contingent obligations in respect of Indebtedness of any other Person referred to in clauses (1) through (5) above and clause (8) below;

67

---

Table of Contents

	(7)	all Obligations of any other Person of the type referred to in clauses (1) through (6) which are secured by any Lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the Fair Market Value of such property or asset or the amount of the Obligation so secured;
	(8)	all Obligations under Hedging Obligations of such Person; and
	(9)	all Disqualified Capital Stock of such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued and unpaid dividends, if any.

	(1)	which does not, and whose directors, officers and employees and Affiliates do not, have a direct or indirect material financial interest in CNH Global or any of its Subsidiaries; and
	(2)	which, in the judgment of the Board of Directors of CNH Global, is otherwise independent and qualified to perform the task for which it is to be engaged.

68

---

Table of Contents

	(1)	with respect to the 6% Notes, as to each Note, an amount equal to the greater of (i) 1.0% of the principal amount at maturity of such Note and (ii) the excess of (x) the present value of the sum of the principal amount at maturity that would be payable on such Note on June 1, 2009 and all remaining interest payments to and including June 1, 2009 (but excluding any interest accrued to the Make-Whole Redemption Date), discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) from June 1, 2009 to the Make-Whole Redemption Date at a per annum interest rate equal to the Applicable Treasury Rate on such Make-Whole Redemption Date plus 0.50%, over (y) the Accreted Value of such Note; and
	(2)	with respect to the 91/4% Notes, as to each Note, an amount equal to the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess of (x) the present value of the sum of the principal amount and premium, if any, that would be payable on such Note on August 1, 2007 and all remaining interest payments to and including August 1, 2007 (but excluding any interest accrued to the Make-Whole Redemption Date), discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) from August 1, 2007 to the Make-Whole Redemption Date at a per-annum interest rate equal to the Applicable Treasury Rate on such Make-Whole Redemption Date plus 0.50%, over (y) the outstanding principal amount of such Note.

	(1)	reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees, sales commissions and relocation expenses);
	(2)	taxes paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;
	(3)	repayments of Indebtedness secured by a Lien permitted by the Indentures on the property or assets subject to such Asset Sale that is required to be repaid in connection with such Asset Sale; and
	(4)	appropriate amounts to be determined by CNH Global or any of its Restricted Subsidiaries, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by CNH Global or any of its Restricted Subsidiaries, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.

69

---

Table of Contents

	(1)	no Default or Event of Default shall have occurred and be continuing at the time of and immediately following the consummation of such transaction;
	(2)	the transferor of such Capital Stock or assets receives consideration at the time of such transfer at least equal to the Fair Market Value of the Capital Stock or the assets, net of any liabilities assumed by the transferee, so transferred or, in the case of a transfer of Capital Stock of an Unrestricted Financial Services Subsidiary in the form of a dividend or other similar distribution, such dividend or other similar distribution is made in compliance with the “Limitation on Restricted Payments” covenant;
	(3)	in the case of transfer of any Capital Stock, as a result of and immediately after giving effect to such transfer such Financial Services Subsidiary or Unrestricted Financial Services Subsidiary, as the case may be, shall cease to be a Subsidiary of CNH Global; and
	(4)	immediately prior to or concurrently with the consummation of such transfer, each Financial Services Subsidiary that is so transferring assets or the Capital Stock of which is being transferred shall have (A) repaid to CNH Global and its Restricted Subsidiaries (and terminated all related commitments) (x) in the case of a transfer of Capital Stock, all Indebtedness owed by such Subsidiary to such entities and (y) in the case of a transfer of assets, an amount of Indebtedness owed to such entities that is proportional to the assets so transferred, and (B)(x) in the case of a transfer of Capital Stock, returned in cash or Cash Equivalents an amount equal to all Investments made subsequent to the Issue Date in such Financial Services Subsidiary by CNH Global and its Restricted Subsidiaries and (y) in the case of a transfer of assets, returned in cash or Cash Equivalents an amount equal to an amount of Investments made subsequent to the Issue Date in such Financial Services Subsidiary by CNH Global and its Restricted Subsidiaries that is proportional to the assets so transferred, net of any liabilities assumed by the transferee.

70

---

Table of Contents

	(1)	Investments by CNH Global or any of its Restricted Subsidiaries in CNH Global, any existing Restricted Subsidiary or any Person that will become immediately after such Investment a Restricted Subsidiary;
	(2)	(a) Investments made by CNH Global and its Restricted Subsidiaries in cash and Cash Equivalents and (b) guarantees made in the ordinary course of business in connection with cash management activities by CNH Global or any Restricted Subsidiary to any bank or other financial institution with respect to account overdrafts of any Fiat Affiliate in any account maintained by such Affiliate with such bank or other financial institution, provided that such Guarantee is limited to the amount of funds of CNH Global or such Restricted Subsidiary held at such bank or other financial institution;
	(3)	loans and advances to employees and officers of CNH Global and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes not in excess of an aggregate of $2.5 million at any one time outstanding;
	(4)	Hedging Obligations entered into in the ordinary course of CNH Global’s or its Restricted Subsidiary’s businesses and otherwise in compliance with the Indentures;
	(5)	Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;
	(6)	Investments made by CNH Global or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale (including, without limitation, in connection with any Permitted Asset Swap) made in compliance with the covenant described under “— Repurchase at the Option of Holders — Asset Sales”;
	(7)	any Investment by CNH Global or any Restricted Subsidiary of CNH Global in an Accounts Receivable Subsidiary or any other Person or any Investment by an Accounts Receivable Subsidiary in any other Person, in each case, in connection with a Qualified Receivables Transaction, so long as any Investment in an Accounts Receivable Subsidiary is in the form of an ARS Promissory Note or Capital Stock;
	(8)	Investments existing on the Issue Date, and any extension, modification or renewal of any Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date);
	(9)	following the consummation of any Permitted Financial Services Disposition, (i) the continuing Investment in such Person by CNH Global and/or one or more of its Restricted Subsidiaries represented by the shares of Capital Stock of such Person not so disposed of and (ii) Investments

71

---

Table of Contents

		made by CNH Global or its Restricted Subsidiary as a result of consideration received in connection with such Permitted Financial Services Disposition; and

	(10)	additional Investments not to exceed 2.5% of Consolidated Net Tangible Assets of CNH Global and the Equipment Subsidiaries.

	(1)	Liens for taxes, assessments or governmental charges or claims either (A) not delinquent or (B) contested in good faith by appropriate proceedings and, in each case, as to which CNH Global or any of its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;
	(2)	statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;
	(3)	Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);
	(4)	judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;
	(5)	easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not impairing in any material respect the ordinary conduct of the business of CNH Global or any of its Restricted Subsidiaries;
	(6)	any interest or title of a lessor under any Capitalized Lease Obligation; provided that such Liens do not extend to any property or asset which is not leased property subject to such Capitalized Lease Obligation;
	(7)	Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
	(8)	Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;
	(9)	Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of CNH Global or any of its Restricted Subsidiaries, including rights of offset and set-off;

	(10)	Liens securing Hedging Obligations to the extent such Hedging Obligations are otherwise permitted to be incurred under the Indentures;
	(11)	Liens securing Purchase Money Indebtedness permitted pursuant to clause (11) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock” (to the extent such covenant continues to be applicable to the Notes); provided, however, that in the case of Purchase Money Indebtedness (a) the Indebtedness shall not exceed the cost of such property or assets and shall not be

72

---

Table of Contents

		secured by any property or assets of CNH Global or any of its Restricted Subsidiaries other than the property and assets so acquired or constructed and (b) the Lien securing such Indebtedness shall be created within 180 days of such acquisition or construction or, in the case of a refinancing of any Purchase Money Indebtedness, within 180 days of such refinancing;

	(12)	Liens securing Acquired Indebtedness (and any Indebtedness which Refinances such Acquired Indebtedness) incurred in accordance with the covenant described under “— Certain Covenants — Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock” (to the extent such covenant continues to be applicable to the Notes); provided that

	(A)	such Liens secured the Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by CNH Global or a Restricted Subsidiary and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by CNH Global or a Restricted Subsidiary; and

	(B)	such Liens do not extend to or cover any property or assets of CNH Global or of any of the Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of CNH Global or a Restricted Subsidiary;

	(13)	Liens on Qualified Receivables Assets incurred in connection with a Qualified Receivables Transaction;
	(14)	Liens on accounts receivable incurred in connection with the factoring of accounts receivable in accordance with customary arrangements; provided that such Lien shall not extend to any property or assets other than the accounts receivable that are the subject of such factoring arrangement;
	(15)	Liens in favor of the counterparty thereto encumbering one or more parts depots sold pursuant to an Excluded Sale and Leaseback Transaction;
	(16)	Liens securing the Notes and the Guarantees;
	(17)	Liens in favor of Case New Holland or a Guarantor;
	(18)	Liens securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness secured by a Lien permitted under the Indentures; provided, however, that such Liens do not extend to or cover any property or assets of CNH Global or any of the Restricted Subsidiaries not securing the Indebtedness so Refinanced; and
	(19)	additional Liens not to exceed $100.0 million at any one time outstanding.

73

---

Table of Contents

	(1)	result in an increase in the aggregate principal amount of any Indebtedness of such Person as of the date of such proposed Refinancing (except to the extent of the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and the amount of reasonable expenses incurred by Case New Holland in connection with such Refinancing); or
	(2)	create Indebtedness with (A) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced or (B) a final maturity earlier than the final maturity of the Indebtedness being Refinanced; provided that (x) (I) if such Indebtedness being Refinanced is Indebtedness of Case New Holland or a Guarantor, then such Refinancing Indebtedness shall be Indebtedness solely of Case New Holland or such Guarantor, (II) Indebtedness of CNH Global or one or more Equipment Subsidiaries may not be Refinanced with Indebtedness of Financial Services Subsidiaries except to the extent that the proceeds from such Indebtedness were loaned to one or more Financial Services Subsidiaries (which loan is evidenced by an intercompany note of such Financial Services Subsidiary issued to CNH Global or such Equipment Subsidiary, as the case may be), in which case, any Financial Services Subsidiary may then incur Refinancing Indebtedness to Refinance such Indebtedness provided that CNH Global or the applicable Equipment Subsidiary applies the proceeds of such Refinancing Indebtedness to repay the Indebtedness to be Refinanced within two Business Days of the incurrence thereof by such Financial Services Subsidiary, (III) Indebtedness including, but not limited to, Qualifying Intercompany Indebtedness, of any Financial Services Subsidiary may be Refinanced with Refinancing Indebtedness incurred by any Financial Services Subsidiary, but may not be Refinanced with Indebtedness of CNH Global or any Equipment Subsidiary (it being understood that the incurrence of any Qualifying Intercompany Indebtedness funded by Indebtedness Incurred by CNH Global or any Equipment Subsidiary may constitute Refinancing Indebtedness pursuant to this clause (III))

74

---

Table of Contents

		and (IV) Indebtedness of any Equipment Subsidiary that is not a Guarantor may be refinanced with Indebtedness of CNH Global or any other Equipment Subsidiary, and (y) if such Indebtedness being Refinanced is subordinate or junior to the Notes, then such Refinancing Indebtedness shall be subordinate to the Notes at least to the same extent and in the same manner as the Indebtedness being Refinanced.

	(1)	any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person or

75

---

Table of Contents

	(2)	any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.

	(1)	any Subsidiary of such Person that at the time of determination shall be or continue to be designated as such pursuant to and in compliance with the covenant described under “— Certain Covenants — Limitation on Designations of Unrestricted Subsidiaries”; and
	(2)	any Subsidiary of an Unrestricted Subsidiary.

76

---

Table of Contents

	•	a limited purpose trust company organized under the laws of the State of New York;
	•	a “banking organization” within the meaning of the New York Banking Law;
	•	a member of the Federal Reserve System;
	•	a “clearing corporation” within the meaning of the Uniform Commercial Code, as amended; and
	•	a “clearing agency” registered pursuant to Section 17A of the Exchange Act.

77

---

Table of Contents

	•	we notify the trustee in writing that DTC is no longer willing or able to act as a depositary or DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days of such notice or cessation; or
	•	an event of default has occurred and is continuing and the registrar has received a request from DTC to issue Certificated Notes,

78

---

Table of Contents

	Payments of Stated Interest

79

---

Table of Contents

	Original Issue Discount

80

---

Table of Contents

	Amortizable Bond Premium

	Acquisition Premium

	Market Discount

81

---

Table of Contents

	Dispositions of New Notes

	Payments of Interest

	•	the Foreign Holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our shares entitled to vote;
	•	the Foreign Holder is not, for U.S. federal income tax purposes, a controlled foreign corporation (as defined in the Code) related, directly or indirectly, to us through stock ownership;
	•	the Foreign Holder is not a bank whose receipt of interest on the new note is described in Code Section 881(c)(3)(A); and
	•	the certification requirements under Code Section 871(h) or 881(c) and the Treasury regulations thereunder, as described generally below, are met.

82

---

Table of Contents

	Dispositions of New Notes

	•	such Foreign Holder is a nonresident alien individual who is present in the United States for 183 or more days in the taxable year of any such disposition and certain other conditions are met; or
	•	the gain is effectively connected with the conduct of a U.S. trade or business of the Foreign Holder (and, if a tax treaty applies, is attributable to a U.S. permanent establishment maintained by the Foreign Holder).

	U.S. Holders

	•	such United States Holder fails to furnish its Taxpayer Identification Number (“TIN”) (which, for an individual, is his or her Social Security Number) to the payor in the manner required;
	•	such United States Holder furnishes an incorrect TIN and the payor is so notified by the IRS;
	•	the payor is notified by the IRS that such United States Holder has failed to properly report payments of interest or dividends; or

83

---

Table of Contents

	•	under certain circumstances, such United States Holder fails to certify, under penalties of perjury, that it has furnished a correct TIN and has not been notified by the IRS that it is subject to backup withholding for failure to report interest or dividend payments.

	Foreign Holders

	•	a United States person;
	•	a controlled foreign corporation;
	•	a U.S. branch of a foreign bank or foreign insurance company;
	•	a foreign partnership controlled by United States persons or engaged in a U.S. trade or business; or
	•	a foreign person, 50% or more of whose gross income is effectively connected with the conduct of a U.S. trade or business for a specified three-year period;

84

---

Table of Contents

	•	you acquire the new notes in the ordinary course of business;
	•	you have no arrangement or understanding with any person to participate in a distribution of the old notes or the new notes;
	•	you are not an “affiliate” of us (as defined under the Securities Act) or if you are an affiliate of us, that you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and
	•	you are not a broker-dealer, and you are not engaged in, and do not intend to engage in, the distribution of the new notes.

85

---

Table of Contents

86

---

Table of Contents

	Australia

	•	a liability owed to the company or a related body corporate;
	•	a liability for a pecuniary penalty order or compensation order under section 1317G, section 1317H or section 1317HA of the Corporations Act;
	•	a liability that is owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.

	•	in defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified under section 199A(2); or
	•	in defending or resisting criminal proceedings in which the person is found guilty; or
	•	in defending or resisting proceedings brought by the Australian Securities and Investments Commission (ASIC) or a liquidator for a court order if the grounds for making the order are found by the court to have been established (this does not apply to costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing proceedings for the court order); or
	•	in connection with proceedings for relief to the person under the Corporations Act in which the court denies the relief.

	•	conduct involving a willful breach of any duty in relation to the company; or
	•	a contravention of the officer’s duties under the Corporations Act not to improperly use their position or make improper use of information obtained as an officer.

	•	a director or secretary;
	•	a person who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the company;
	•	a person who has the capacity to significantly affect the company’s financial standing;

II-1

---

Table of Contents

	•	some other people who manage the company of its property, such as a liquidator or a receiver; and
	•	a person in accordance with whose instructions or wishes the directors of the company are accustomed to act.

	Belgium

II-2

---

Table of Contents

	Canada

	Delaware

II-3

---

Table of Contents

	Germany

II-4

---

Table of Contents

	The Netherlands

“The company shall indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request as a director or officer of another company in which it owns shares or of which it is a creditor against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or officers or a former director or officer of the company, or of such other company, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled otherwise.”

	United Kingdom

	(1)	This section applies in relation to any liability attaching to a director of a company in connection with any negligence, default, breach of duty or breach of trust by him in relation to the company.
	(2)	Any provision which purports to exempt (to any extent) a director of a company from any liability within subsection (1) is void.

II-5

---

Table of Contents

	(3)	Any provision by which a company directly or indirectly provides (to any extent) an indemnity for a director of –
	(a)	the company, or
	(b)	an associated company,

	(4)	Subsection (3) does not apply to a qualifying third party indemnity provision (see section 309B(1)).
	(5)	Subsection (3) does not prevent a company from purchasing and maintaining for a director of –
	(a)	the company, or
	(b)	an associated company,

	(6)	In this section –

	“associated company”, in relation to a company (“C”), means a company which is C’s subsidiary, or C’s holding company or a subsidiary of C’s holding company;
	“provision” means a provision of any nature, whether or not it is contained in a company’s articles or in any contract with a company.

	(1)	For the purposes of section 309A(4) a provision is a qualifying third party indemnity provision if it is a provision such as is mentioned in section 309A(3) in relation to which conditions A to C below are satisfied.
	(2)	Condition A is that the provision does not provide any indemnity against any liability incurred by the director –
	(a)	to the company, or
	(b)	to any associated company.
	(3)	Condition B is that the provision does not provide any indemnity against any liability incurred by the director to pay –
	(a)	a fine imposed in criminal proceedings, or
	(b)	a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising).
	(4)	Condition C is that the provision does not provide any indemnity against any liability incurred by the director –
	(a)	in defending any criminal proceedings in which he is convicted, or
	(b)	in defending any civil proceedings brought by the company, or an associated company, in which judgment is given against him, or
	(c)	in connection with any application under any of the following provisions in which the court refuses to grant him relief, namely –

	(i)	section 144(3) or (4) (acquisition of shares by innocent nominee), or

II-6

---

Table of Contents

	(ii)	section 727 (general power to grant relief in case of honest and reasonable conduct).

	(5)	In paragraph (a), (b) or (c) of subsection (4) the reference to any such conviction, judgment or refusal of relief is a reference to one that has become final.
	(6)	For the purposes of subsection (5) a conviction, judgment or refusal of relief becomes final –
	(a)	if not appealed against, at the end of the period of bringing an appeal, or
	(b)	if appealed against, at the time when the appeal (or any further appeal) is disposed of.
	(7)	An appeal is disposed of –
	(a)	if it is determined and the period for bringing any further appeal has ended, or
	(b)	if it is abandoned or otherwise ceases to have effect.
	(8)	In this section “associated company” and “provision” have the same meaning as in section 309A.

	(1)	Subsections (2) and (3) impose disclosure requirements in relation to a directors’ report under section 234 in respect of a financial year.
	(2)	If –
	(a)	at the time when the report is approved under section 234A, any qualifying third party indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, or
	(b)	at any time during the financial year, any such provision was in force for the benefit of one or more persons who were then directors of the company,

	(3)	If the company has made a qualifying third party indemnity provision and –
	(a)	at the time when the report is approved under section 234A, any qualifying third party indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, or
	(b)	at any time during the financial year, any such provision was in force for the benefit of one or more persons who were then directors of an associated company,

	(4)	Subsection (5) applies where a company has made a qualifying third party indemnity provision for the benefit of a director of the company or of an associated company.
	(5)	Section 318 shall apply to –
	(a)	the company, and
	(b)	if the director is a director of an associated company, the associated company,

	as if a copy of the provision, or (if it is not in writing) a memorandum setting out its terms, were included in the list of documents in section 318(1).

	(6)	In this section –

	“associated company” and “provision” have the same meaning as in section 309A; and
	“qualifying third party indemnity provision” has the meaning given by section 309B(1).

II-7

---

Table of Contents

	(1)	This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise, for exempting any person (whether an officer or not) employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company.
	(2)	Except as provided by the following subsection, any such provision is void.
	(3)	This section does not prevent a company –
	(a)	from purchasing and maintaining for any such auditor insurance against any such liability, or
	(b)	from indemnifying any such auditor against any liability incurred by him –

	(i)	in defending any proceedings (whether civil or criminal) in which judgment is given in his favor or he is acquitted, or

	(ii)	in connection with any application under section 144(3) or (4) (acquisition of shares by innocent nominee) or section 727 (general power to grant relief in case of honest and reasonable conduct) in which relief is granted to him by the court.

	(1)	If in any proceedings for negligence, default, breach of duty or breach of trust against an officer of a company or a person employed by a company as auditor (whether he is or is not an officer of the company) it appears to the court hearing the case that officer or person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, that court may relieve him, either wholly or partly, from his liability in such terms as the court thinks fit.
	(2)	If any such officer or person as above-mentioned has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the court for relief; and the court on the application has the same power to relieve him as under this section it would have had if it had been a court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought.
	(3)	Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant or defender ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case in whole or in part from the jury and forthwith direct judgment to be entered for the defendant or defender on such terms as to costs or otherwise as the judge may think proper.

II-8

---

Table of Contents

Item 21.	Exhibits and Financial Statement Schedules.

Exhibit No.				Description
	3	.1		Certificate of Incorporation of Case New Holland Inc.**
	3	.2		By-laws of Case New Holland Inc.**
	3	.3		Certificate of Incorporation of BLI Group, Inc.**
	3	.4		By-laws of BLI Group, Inc.**
	3	.5		Certificate of Incorporation of Blue Leaf I.P., Inc.**
	3	.6		By-laws of Blue Leaf I.P., Inc.**
	3	.7		Certificate of Formation of CNH America LLC.**
	3	.8		Amended and Restated Limited Liability Company Agreement of CNH America LLC.**
	3	.9		Constitution of CNH Australia Pty Ltd.**
	3	.10		Articles of Association of CNH Belgium N.V.**
	3	.11		Certificate and Articles of Amalgamation of CNH Canada, Ltd.**
	3	.12		By-laws of CNH Canada, Ltd.**
	3	.13		Articles of Association of CNH Deutschland GmbH.**
	3	.14		Articles of Association of CNH Global N.V. (filed as Exhibit 1 to CNH Global’s Form 6-K filed on April 4, 2003 and incorporated herein by reference).
	3	.15		Regulations of the Board of Directors of CNH Global N.V. dated December 8, 1999 (filed as an exhibit to CNH Global’s Form 20-F for the fiscal year ended December 31, 1999 and incorporated herein by references).
	3	.16		Resolution of the Board of Directors of CNH Global N.V. dated March 31, 2003 (filed as Exhibit 2 to CNH Global’s Form 6-K filed on April 4, 2003 and incorporated herein by reference).
	3	.17		Articles of Association of CNH Trade N.V.**
	3	.18		Memorandum and Articles of Association of CNH U.K. Limited.**
	3	.19		Certificate of Formation of Fiatallis North America LLC.**
	3	.20		Limited Liability Company Agreement of Fiatallis North America LLC.**
	3	.21		Certificate of Incorporation of HFI Holdings, Inc.**

II-9

---

Table of Contents

Exhibit No.				Description
	3	.22		By-laws of HFI Holdings, Inc.**
	3	.23		Articles of Association of New Holland Holding Limited.**
	3	.24		Resolution of the Board of Directors of New Holland Holding Limited dated July 29, 2003.**
	3	.25		Co-ordinated Articles of Association of New Holland Tractor Limited N.V.**
	4	.1		Indenture, dated as of August 1, 2003, by and among Case New Holland Inc., as issuer, the Guarantors named therein and JPMorgan Chase Bank, N.A., as trustee (filed as Exhibit 10.5.1. to CNH Global’s Form 20-F for the fiscal year ended December 31, 2003 and incorporated herein by reference).
	4	.2		First Supplemental Indenture, dated as of September 16, 2003, by and among Case New Holland, Inc., as issuer, the Guarantors named therein and JPMorgan Chase Bank, N.A., as trustee (filed as Exhibit 10.5.2. to CNH Global’s Form 20-F for the fiscal year ended December 31, 2003 and incorporated herein by reference).
	4	.3		Form of 91/4% Note (included in Exhibit 4.1).
	4	.4		Registration Rights Agreement, dated as of August 1, 2003, by and among Case New Holland Inc., the Guarantors named therein and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and UBS Securities LLC.**
	4	.5		Registration Rights Agreement, dated as of September 16, 2003, by and among Case New Holland Inc., the Guarantors named therein and UBS Securities LLC.**
	4	.6		Indenture, dated as of May 18, 2004, by and among Case New Holland Inc., as issuer, the Guarantors named therein and JPMorgan Chase Bank, N.A., as trustee (filed as Exhibit 3 to CNH Global’s Form 6-K filed on July 23, 2004 and incorporated herein by reference).
	4	.7		Form of 6% Note (included in Exhibit 4.6).
	4	.8		Registration Rights Agreement, dated as of May 18, 2004, by and among Case New Holland Inc., the Guarantors named therein and Deutsche Bank Securities Inc.**
	5	.1		Opinion of Sidley Austin Brown & Wood LLP.**
	5	.2		Opinion of Allens Arthur Robinson.
	5	.3		Opinion of Altius Law Firm.**
	5	.4		Opinion of Charles De Alwis Solicitors.**
	5	.5		Opinion of NautaDutilh N.V.**
	5	.6		Opinion of Osler, Hoskin & Harcourt LLP.**
	5	.7		Opinion of Payne Hicks Beach.**
	5	.8		Opinion of Shearman & Sterling LLP.**
	12	.1		Statement regarding computation of ratios.**
	21	.1		Subsidiaries of CNH Global (filed as Exhibit 8.1 to CNH Global’s Form 20-F for the fiscal year ended December 31, 2004 and incorporated herein by reference).
	23	.1		Consent of Deloitte & Touche LLP.
	23	.2		Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 5.1).**
	23	.3		Consent of Allens Arthur Robinson (included in Exhibit 5.2).
	23	.4		Consent of Altius Law Firm (included in Exhibit 5.3).**
	23	.5		Consent of Charles De Alwis Solicitors (included in Exhibit 5.4).**
	23	.6		Consent of NautaDutilh N.V. (included in Exhibit 5.5).**
	23	.7		Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit 5.6).**
	23	.8		Consent of Payne Hicks Beach (included in Exhibit 5.7).**
	23	.9		Consent of Shearman & Sterling LLP (included in Exhibit 5.8).**
	24	.1		Powers of Attorney**

II-10

---

Table of Contents

Exhibit No.				Description
	25	.1		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of JPMorgan Chase Bank, N.A., as Trustee.**
	99	.1		Letter of Transmittal (including Guidelines For Certification of Taxpayer Identification Number on Substitute Form W-9).**
	99	.2		Notice of Guaranteed Delivery.**
	99	.3		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.**
	99	.4		Form of Letter to Clients.**

**	Previously filed.

Item 22.	Undertakings.

	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	(4)	That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or

II-11

---

Table of Contents

		proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
	(5)	To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
	(6)	To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

II-12

---

Table of Contents

	CASE NEW HOLLAND INC.

	By:	/s/ Harold D. Boyanovsky

	Name: Harold D. Boyanovsky
	Title:     President and Chief Executive Officer

Signature				Title		Date
*   Harold D. Boyanovsky				President, Chief Executive Officer and Director (Principal Executive Officer)		May 17, 2005
*   Michel Lecomte				Chief Financial Officer and Director (Principal Financial Officer)		May 17, 2005
*   Richard J. Hoffman				Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)		May 17, 2005
*By:		/s/ Roberto Miotto   Roberto Miotto Attorney-in-Fact

II-13

---

Table of Contents

	BLI GROUP, INC.

	By:	/s/ Roberto Miotto

	Name: Roberto Miotto
	Title:     Chief Executive Officer

Signature				Title		Date
*   Roberto Miotto				Chief Executive Officer (Principal Executive Officer)		May 17, 2005
*   Richard Hoffman				Corporate Controller (Principal Financial and Accounting Officer)		May 17, 2005
*   Julian H. Baumann, Jr.				Director		May 17, 2005
*   James J. Kennedy				Director		May 17, 2005
*   William K. Langan				Director		May 17, 2005
*   H. James Shaub				Director		May 17, 2005
*   J. William Stader				Director		May 17, 2005
*By:		/s/ Roberto Miotto   Roberto Miotto Attorney-in-Fact

II-14

---

Table of Contents

	BLUE LEAF I.P., INC.

	By:	/s/ Roberto Miotto

	Name: Roberto Miotto
	Title:     Chief Executive Officer

Signature				Title		Date
*   Roberto Miotto				Chief Executive Officer (Principal Executive Officer)		May 17, 2005
*   Richard Hoffman				Corporate Controller (Principal Financial and Accounting Officer)		May 17, 2005
*   Julian H. Baumann, Jr.				Director		May 17, 2005
*   James J. Kennedy				Director		May 17, 2005
*   William K. Langan				Director		May 17, 2005
*   H. James Shaub				Director		May 17, 2005
*   J. William Stader				Director		May 17, 2005
*By:		/s/ Roberto Miotto   Roberto Miotto Attorney-in-Fact

II-15

---

Table of Contents

	CNH AMERICA LLC

	By:	CASE NEW HOLLAND INC.

	Its:	Sole Member

	By:	/s/ Harold D. Boyanovsky

	Name: Harold D. Boyanovsky
	Title:     President and Chief Executive Officer

Signature				Title		Date
*   Harold D. Boyanovsky				President and Chief Executive Officer of CNH America LLC and Director of Case New Holland, Inc. (Principal Executive Officer)		May 17, 2005
*   Michel Lecomte				Chief Financial Officer of CNH America LLC and Director of Case New Holland, Inc. (Principal Financial Officer)		May 17, 2005
*   Richard J. Hoffman				Corporate Controller and Chief Accounting Officer of CNH America LLC (Principal Accounting Officer)		May 17, 2005
*By:		/s/ Roberto Miotto   Roberto Miotto Attorney-in-Fact

II-16

---

Table of Contents

	CNH AUSTRALIA PTY LTD.

	By:	/s/ Troy Thompson

	Name: Troy Thompson
	Title:     Director

Signature				Title		Date
*   Troy Thompson				Director (Principal Executive, Financial and Accounting Officer)		May 17, 2005
*   Stuart Redman				Director		May 17, 2005
*By:		/s/ Roberto Miotto   Roberto Miotto Attorney-in-Fact

II-17

---

Table of Contents

	CNH BELGIUM N.V.

	By:	/s/ Norbert Benoot

	Name: Norbert Benoot
	Title:     Director

Signature				Title		Date
*   Norbert Benoot				Director (Principal Executive, Financial and Accounting Officer)		May 17, 2005
*   David Ducheyne				Director		May 17, 2005
*   Ann Mangelschots				Director		May 17, 2005
*   Rinaldo Tondelli				Director		May 17, 2005
*By:		/s/ Roberto Miotto   Roberto Miotto Attorney-in-Fact

II-18

---

Table of Contents

	CNH CANADA, LTD.

	By:	/s/ Michel Lecomte

	Name: Michel Lecomte
	Title:  President

Signature				Title		Date
*   Michel Lecomte				President and Director (Principal Executive, Financial and Accounting Officer)		May 17, 2005
*   Philip J. B. Heath				Director		May 17, 2005
*By:		/s/ Roberto Miotto   Roberto Miotto Attorney-in-Fact

II-19

---

Table of Contents

	CNH DEUTSCHLAND GMBH

	By:	/s/ Gerhard Boening

	Name: Gerhard Boening
	Title:  Managing Director

	By:	/s/ Marco Rimondi

	Name: Marco Rimondi
	Title:  Managing Director

Signature				Title		Date
*   Gerhard Boening				Director (Principal Executive, Financial and Accounting Officer)		May 17, 2005
*   Marco Rimondi				Director		May 17, 2005
*By:		/s/ Roberto Miotto   Roberto Miotto Attorney-in-Fact

II-20

---

Table of Contents

	CNH GLOBAL N.V.

	By:	/s/ Harold D. Boyanovsky

	Name: Harold D. Boyanovsky

	Title:	President and Chief Executive Officer

Signature				Title		Date
*   Harold D. Boyanovsky				President and Chief Executive Officer (Principal Executive Officer)		May 17, 2005
*   Michel Lecomte				Chief Financial Officer (Principal Financial Officer)		May 17, 2005
*   Richard J. Hoffman				Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)		May 17, 2005
*   Edward A. Hiler				Director		May 17, 2005
*   Katherine M. Hudson				Director		May 17, 2005
*   Paolo Monferino				Director		May 17, 2005
*   Michael E. Murphy				Director		May 17, 2005
*   James L.C. Provan				Director		May 17, 2005
*By:		/s/ Roberto Miotto   Roberto Miotto Attorney-in-Fact

II-21

---

Table of Contents

	CNH TRADE N.V.

	By:	/s/ Giovanni Maggiora

	Name: Giovanni Maggiora
	Title:     Director

Signature				Title		Date
*   Giovanni Maggiora				Director (Principal Executive and Financial Officer)		May 17, 2005
*   Rolando Nijs				Director (Principal Accounting Officer)		May 17, 2005
*By:		/s/ Roberto Miotto   Roberto Miotto Attorney-in-Fact

II-22

---

Table of Contents

	CNH U.K. LIMITED

	By:	/s/ Colin Cantello

	Name: Colin Cantello
	Title:     Director

Signature				Title		Date
*   Colin Cantello				Director (Principal Executive Officer)		May 17, 2005
*   Paul Wakefield				Finance Manager (Principal Financial and Accounting Officer)		May 17, 2005
*   John Eskdale				Director		May 17, 2005
*   Eduardo Teodorani Fabbri				Director		May 17, 2005
*   Derek Neilson				Director		May 17, 2005
*By:		/s/ Roberto Miotto   Roberto Miotto Attorney-in-Fact

II-23

---

Table of Contents

	FIATALLIS NORTH AMERICA LLC
	By: CNH AMERICA LLC
	Its: Sole Member
	By: CASE NEW HOLLAND INC.
	Its: Sole Member

	By:	/s/ Harold D. Boyanovsky

	Name: Harold D. Boyanovsky
	Title:     President and Chief Executive Officer

Signature				Title		Date
*   James E. McCullough				Chairman and President of Fiatallis North America LLC (Principal Executive Officer)		May 17, 2005
*   Michel Lecomte				Chief Financial Officer of Fiatallis North America LLC and Director of Case New Holland, Inc. (Principal Financial Officer)		May 17, 2005
*   Richard J. Hoffman				Corporate Controller and Chief Accounting Officer of Fiatallis North America LLC (Principal Accounting Officer)		May 17, 2005
*   Harold D. Boyanovsky				Director of Case New Holland, Inc.		May 17, 2005
*By:		/s/ Roberto Miotto   Roberto Miotto Attorney-in-Fact

II-24

---

Table of Contents

	HFI HOLDINGS, INC.

	By:	/s/ Michel Lecomte

	Name: Michel Lecomte
	Title:     President and Chief Financial Officer

Signature				Title		Date
*   Michel Lecomte				President, Chief Financial Officer and Director (Principal Executive and Financial Officer)		May 17, 2005
*   Richard J. Hoffman				Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)		May 17, 2005
*   Harold D. Boyanovsky				Director		May 17, 2005
*By:		/s/ Roberto Miotto   Roberto Miotto Attorney-in-Fact

II-25

---

Table of Contents

	NEW HOLLAND HOLDING LIMITED

	By:	/s/ Giovanni Maggiora

	Name: Giovanni Maggiora
	Title:     Director

Signature				Title		Date
*   Giovanni Maggiora				Director (Principal Executive, Financial and Accounting Officer)		May 17, 2005
*   Roberto Miotto				Director		May 17, 2005
*By:		/s/ Roberto Miotto   Roberto Miotto Attorney-in-Fact

II-26

---

Table of Contents

	NEW HOLLAND TRACTOR LIMITED N.V.

	By:	/s/ Jean Pierre Van Damme

	Name: Jean Pierre Van Damme
	Title:     Director

Signature				Title		Date
*   Jean Pierre Van Damme				Director (Principal Executive Officer)		May 17, 2005
*   Norbert Benoot				Finance Manager (Principal Financial and Accounting Officer)		May 17, 2005
*   Guy Adams				Director		May 17, 2005
*   David Ducheyne				Director		May 17, 2005
*By:		/s/ Roberto Miotto   Roberto Miotto Attorney-in-Fact

II-27

---

Table of Contents

	By:	/s/ Roberto Miotto

	Name:        Roberto Miotto

	Title:	Senior Vice President, General Counsel and Secretary

II-28

---

Table of Contents

Exhibit No.				Description
	3	.1		Certificate of Incorporation of Case New Holland Inc.**
	3	.2		By-laws of Case New Holland Inc.**
	3	.3		Certificate of Incorporation of BLI Group, Inc.**
	3	.4		By-laws of BLI Group, Inc.**
	3	.5		Certificate of Incorporation of Blue Leaf I.P., Inc.**
	3	.6		By-laws of Blue Leaf I.P., Inc.**
	3	.7		Certificate of Formation of CNH America LLC.**
	3	.8		Amended and Restated Limited Liability Company Agreement of CNH America LLC.**
	3	.9		Constitution of CNH Australia Pty Ltd.**
	3	.10		Articles of Association of CNH Belgium N.V.**
	3	.11		Certificate and Articles of Amalgamation of CNH Canada, Ltd.**
	3	.12		By-laws of CNH Canada, Ltd.**
	3	.13		Articles of Association of CNH Deutschland GmbH.**
	3	.14		Articles of Association of CNH Global N.V. (filed as Exhibit 1 to CNH Global’s Form 6-K filed on April 4, 2003 and incorporated herein by reference).
	3	.15		Regulations of the Board of Directors of CNH Global N.V. dated December 8, 1999 (filed as an exhibit to CNH Global’s Form 20-F for the fiscal year ended December 31, 1999 and incorporated herein by references).
	3	.16		Resolution of the Board of Directors of CNH Global N.V. dated March 31, 2003 (filed as Exhibit 2 to CNH Global’s Form 6-K filed on April 4, 2003 and incorporated herein by reference).
	3	.17		Articles of Association of CNH Trade N.V.**
	3	.18		Memorandum and Articles of Association of CNH U.K. Limited.**
	3	.19		Certificate of Formation of Fiatallis North America LLC.**
	3	.20		Limited Liability Company Agreement of Fiatallis North America LLC.**
	3	.21		Certificate of Incorporation of HFI Holdings, Inc.**
	3	.22		By-laws of HFI Holdings, Inc.**
	3	.23		Articles of Association of New Holland Holding Limited.**
	3	.24		Resolution of the Board of Directors of New Holland Holding Limited dated July 29, 2003.**
	3	.25		Co-ordinated Articles of Association of New Holland Tractor Limited N.V.**
	4	.1		Indenture, dated as of August 1, 2003, by and among Case New Holland Inc., as issuer, the Guarantors named therein and JPMorgan Chase Bank, N.A., as trustee (filed as Exhibit 10.5.1. to CNH Global’s Form 20-F for the fiscal year ended December 31, 2003 and incorporated herein by reference).
	4	.2		First Supplemental Indenture, dated as of September 16, 2003, by and among Case New Holland, Inc., as issuer, the Guarantors named therein and JPMorgan Chase Bank, N.A., as trustee (filed as Exhibit 10.5.2. to CNH Global’s Form 20-F for the fiscal year ended December 31, 2003 and incorporated herein by reference).
	4	.3		Form of 91/4% Note (included in Exhibit 4.1).
	4	.4		Registration Rights Agreement, dated as of August 1, 2003, by and among Case New Holland Inc., the Guarantors named therein and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and UBS Securities LLC.**
	4	.5		Registration Rights Agreement, dated as of September 16, 2003, by and among Case New Holland Inc., the Guarantors named therein and UBS Securities LLC.**

II-29

---

Table of Contents

Exhibit No.				Description
	4	.6		Indenture, dated as of May 18, 2004, by and among Case New Holland Inc., as issuer, the Guarantors named therein and JPMorgan Chase Bank, N.A., as trustee (filed as Exhibit 3 to CNH Global’s Form 6-K filed on July 23, 2004 and incorporated herein by reference).
	4	.7		Form of 6% Note (included in Exhibit 4.6).
	4	.8		Registration Rights Agreement, dated as of May 18, 2004, by and among Case New Holland Inc., the Guarantors named therein and Deutsche Bank Securities Inc.**
	5	.1		Opinion of Sidley Austin Brown & Wood LLP.**
	5	.2		Opinion of Allens Arthur Robinson.
	5	.3		Opinion of Altius Law Firm.**
	5	.4		Opinion of Charles De Alwis Solicitors.**
	5	.5		Opinion of NautaDutilh N.V.**
	5	.6		Opinion of Osler, Hoskin & Harcourt LLP.**
	5	.7		Opinion of Payne Hicks Beach.**
	5	.8		Opinion of Shearman & Sterling LLP.**
	12	.1		Statement regarding computation of ratios.**
	21	.1		Subsidiaries of CNH Global (filed as Exhibit 8.1 to CNH Global’s Form 20-F for the fiscal year ended December 31, 2004 and incorporated herein by reference).
	23	.1		Consent of Deloitte & Touche LLP.
	23	.2		Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 5.1).**
	23	.3		Consent of Allens Arthur Robinson (included in Exhibit 5.2).
	23	.4		Consent of Altius Law Firm (included in Exhibit 5.3).**
	23	.5		Consent of Charles De Alwis Solicitors (included in Exhibit 5.4).**
	23	.6		Consent of NautaDutilh N.V. (included in Exhibit 5.5).**
	23	.7		Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit 5.6).**
	23	.8		Consent of Payne Hicks Beach (included in Exhibit 5.7).**
	23	.9		Consent of Shearman & Sterling LLP (included in Exhibit 5.8).**
	24	.1		Powers of Attorney.**
	25	.1		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of JPMorgan Chase Bank, N.A., as Trustee.**
	99	.1		Letter of Transmittal (including Guidelines For Certification of Taxpayer Identification Number on Substitute Form W-9).**
	99	.2		Notice of Guaranteed Delivery.**
	99	.3		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.**
	99	.4		Form of Letter to Clients.**

II-30