Common use of SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES Clause in Contracts

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. To the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities and the Exchange Securities. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Agreement, the Securities or the Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. The Issuer and the Guarantors and the Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 18 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against any Issuer or its property in the courts of any other jurisdictions. Very truly yours, CNH CAPITAL LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Chief Financial Officer GUARANTORS: CNH CAPITAL AMERICA LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Assistant Treasurer NEW HOLLAND CREDIT COMPANY, LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx X. Xxxxxx, Xx. Name: Xxxxx X. Xxxxxx, Xx. Title: Managing Director ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution”. ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. To the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities and the Exchange Securities. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Agreement, the Securities or the Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. The Issuer and the Guarantors and the Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 18 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against any Issuer or its property in the courts of any other jurisdictions. Very truly yours, CNH CAPITAL LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Chief Financial Officer GUARANTORS: CNH CAPITAL AMERICA LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Vice President & Assistant Treasurer NEW HOLLAND CREDIT COMPANY, LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Vice President & Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Kushemba Name: Xxxx Kushemba Title: Director BARCLAYS CAPITAL INC. By: /s/ Xxxxx Xxxxxx X. Xxxxxx, Xx. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxxxx, Xx. Xxxxxx Title: Managing Director ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution”. ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Issuer or any Guarantor has or hereafter Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities and the Exchange Securities. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Agreement, the Securities or the Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. The Issuer and the Guarantors and the Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided fullest extent permitted by law. Nothing If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this Section 18 shall affect instrument, along with all counterparts, will become a binding agreement among the right of several Initial Purchasers and the Trustee to serve legal process Issuer in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against any Issuer or accordance with its property in the courts of any other jurisdictionsterms. Very truly yours, CNH CAPITAL LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Chief Financial Officer GUARANTORS: CNH CAPITAL AMERICA LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Assistant Treasurer NEW HOLLAND CREDIT COMPANYSabine Pass Liquefaction, LLC By: /s/ Xxxxxxx XxxXxxx Xxxx Xxxxx Name: Xxxxxxx XxxXxxx Xxxx Xxxxx Title: Assistant Treasurer Vice President, Finance The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxx X. Xxxxxx, Xx. Xxxxxx Name: Xxxxx X. Xxxxxx, Xx. Xxxxxx Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated HSBC Securities (USA) Inc. Xxxxxx Xxxxxxx & Co. LLC SMBC Nikko Securities America, Inc. ABN AMRO Securities (USA) LLC BBVA Securities Inc Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC Xxxxxxx, Sachs & Co ING Financial Markets LLC X.X. Xxxxxx Securities LLC Lloyds Securities Inc Mizuho Securities USA Inc MUFG Securities Americas Inc RBC Capital Markets, LLC Scotia Capital (USA) Inc SG Americas Securities, LLC Commonwealth Bank of Australia ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors Guarantors, if any, have agreed that, starting on for a period of 180 days after the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date), they it will make this Prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution”. .” ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution”. .” ANNEX C PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors Guarantors, if any, have agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. prospectus.(1) The Issuer and the Guarantors Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by Brokersbroker-Dealersdealers. Exchange Securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Brokerbroker-Dealer and/or dealer or the purchasers of any such Exchange Securities. Any Brokerbroker-Dealer dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of Exchange Securities and any commissions commission or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuer and the Guarantors Guarantors, if any, will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. To the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities and the Exchange Securities. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Agreement, the Securities or the Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. The Issuer and the Guarantors and the Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 18 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against any Issuer or its property in the courts of any other jurisdictions. Very truly yours, CNH CAPITAL LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Chief Financial Officer GUARANTORS: CNH CAPITAL AMERICA LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Assistant Treasurer NEW HOLLAND CREDIT COMPANY, LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL Acting on behalf of itself and as a Representative of the several Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxxx, Xx. Xxxxxxx Name: Xxxxx Xxxxxxx X. XxxxxxXxxxxxx Title: Director CREDIT AGRICOLE SECURITIES (USA) INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Head of DCM Origination, Xx. Americas XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Happy Xxxxxxxx Name: Happy Xxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution”. ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Issuer or any Guarantor has or hereafter Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities and the Exchange Securities. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Agreement, the Securities or the Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. The Issuer and the Guarantors and the Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided fullest extent permitted by law. Nothing If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this Section 18 shall affect instrument, along with all counterparts, will become a binding agreement among the right of several Initial Purchasers and the Trustee to serve legal process Issuer in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against any Issuer or accordance with its property in the courts of any other jurisdictionsterms. Very truly yours, CNH CAPITAL LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Chief Financial Officer GUARANTORS: CNH CAPITAL AMERICA LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Assistant Treasurer NEW HOLLAND CREDIT COMPANYSabine Pass Liquefaction, LLC By: /s/ Xxxxxxx XxxXxxx Xxxxxx X. XxXxxxxx Name: Xxxxxxx XxxXxxx Xxxxxx X. XxXxxxxx Title: Assistant Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. RBC Capital Markets, LLC By: /s/ J. Xxxxx X. Xxxxxx, Xx. Xxxxxxxxx Name: J. Xxxxx X. Xxxxxx, Xx. Xxxxxxxxx Title: Managing Director Director, Head of Global Energy Leveraged Finance Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers RBC Capital Markets, LLC Mizuho Securities USA Inc. SG Americas Securities, LLC Xxxxxx Xxxxxxx & Co. LLC HSBC Securities (USA) Inc. Scotia Capital (USA) Inc. Credit Suisse Securities (USA) LLC Lloyds Securities Inc. Mitsubishi UFJ Securities (USA), Inc. Credit Agricole Securities (USA) Inc. ING Financial Markets LLC BBVA Securities, Inc. Banca IMI S.p.A. Standard Chartered Bank X.X. Xxxxxx Securities LLC SMBC Nikko Securities America, Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Santander Investment Securities Inc. CIBC World Markets Corp. Xxxxxxx, Sachs & Co. Deutsche Bank Securities Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors Guarantors, if any, have agreed that, starting on for a period of 180 days after the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date), they it will make this Prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution”. .” ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution”. .” ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.DISTRIBUTION

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. To the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities and the Exchange Securities. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Agreement, the Securities or the Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. The Issuer and the Guarantors and the Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 18 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against any Issuer or its property in the courts of any other jurisdictions. Very truly yours, CNH CAPITAL LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Chief Financial Officer Assistant Treasurer GUARANTORS: CNH CAPITAL AMERICA LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Assistant Treasurer NEW HOLLAND CREDIT COMPANY, LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INCCREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director BNP PARIBAS SECURITIES CORP. By: /s/ Xxxxx X. Xxxxxx, Xx. Xxx XxXxxx Name: Xxxxx X. Xxxxxx, Xx. Xxx XxXxxx Title: Managing Director ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution”. ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of any federal or state court in the State of New York in any suit or proceeding arising out of or relating to this Agreement. To the extent that the Issuer or any Guarantor has or hereafter Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities and the Exchange Securities. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Agreement, the Securities or the Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. The Issuer and the Guarantors and the Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided fullest extent permitted by law. Nothing If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Section 18 shall affect instrument, along with all counterparts, will become a binding agreement among the right of several Initial Purchasers and the Trustee to serve legal process Company in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against any Issuer or accordance with its property in the courts of any other jurisdictionsterms. Very truly yours, CNH CAPITAL LLC NETWORK COMMUNICATIONS, INC. By: /s/ Xxxxxxx XxxXxxx Xxxxxx Xxxxxx ------------------------------------ Name: Xxxxxxx XxxXxxx Xxxxxx Xxxxxx Title: Chief Financial Officer GUARANTORS: CNH CAPITAL AMERICA LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Assistant Treasurer NEW HOLLAND CREDIT COMPANY, LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Assistant Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. CREDIT SUISSE FIRST BOSTON LLC TD SECURITIES (USA) LLC by: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxx Xxxxx X. Xxxxxx, Xx. --------------------------------- Name: Xxxxxx Xxxxx X. Xxxxxx, Xx. Title: Managing Director ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close for a period of business one year 180 days after the Expiration Dateexpiration date of Registered Exchange Offer, they it will make this Prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “"Plan of Distribution”. ." EXECUTION VERSION ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution”. ." EXECUTION VERSION ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.DISTRIBUTION

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. To the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it The Company hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities and the Exchange Securities. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject submits to the exclusive jurisdiction of the above-mentioned federal and state courts for in the Borough of Manhattan in The City of New York in any reason whatsoever, that such suit, action suit or proceeding is brought in an inconvenient forum arising out of or that the venue for such suit is improper, or that relating to this Agreement, the Securities Agreement or the Exchange Securities or transactions contemplated hereby. If the subject matter hereof or thereof may not be enforced foregoing is in such courts. The Issuer accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Guarantors and the Initial Purchasers agree that a final judgment Company in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 18 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against any Issuer or accordance with its property in the courts of any other jurisdictionsterms. Very truly yours, CNH CAPITAL LLC NorthWestern Corporation By: /s/ Xxxxxxx XxxXxxx Xxxxx X. Xxxx Name: Xxxxxxx XxxXxxx Xxxxx X. Xxxx Title: Vice President and Chief Financial Officer GUARANTORS: CNH CAPITAL AMERICA LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Assistant Treasurer NEW HOLLAND CREDIT COMPANY, LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Assistant Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL CREDIT SUISSE FIRST BOSTON LLC XXXXXX BROTHERS INC. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director By: XXXXXX BROTHERS INC. By: /s/ Xxxxx X. Xxxxxx, Xx. Xxxxxxx Xxxxxxxxxx Name: Xxxxx X. Xxxxxx, Xx. Xxxxxxx Xxxxxxxxxx Title: Managing Director SCHEDULE A Credit Suisse First Boston LLC Xxxxxx Brothers Inc. Deutsche Bank Securities Inc. ANNEX A Each Brokerbroker-Dealer dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have Company has agreed that, starting on for a period of 180 days after the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date), they it will make this Prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See “Plan of Distribution”. .” ANNEX B Each Brokerbroker-Dealer dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution”. .” ANNEX C PLAN OF DISTRIBUTION Each Brokerbroker-Dealer dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have Company has agreed that, starting on the Expiration Date and ending on the close for a period of business one year 180 days after the Expiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any Brokerbroker-Dealer dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. prospectus.(1) The Issuer and the Guarantors Company will not receive any proceeds from any sale of Exchange Securities by Brokersbroker-Dealersdealers. Exchange Securities received by Brokerbroker-Dealers dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or broker dealer or the purchasers of any such Exchange Securities. Any Brokerbroker-Dealer dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of Exchange Securities and any commissions commission or concessions received by any such Persons persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year 180 days after the Expiration Date, Date the Issuer and the Guarantors Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Brokerbroker-Dealer dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any Brokerbroker-Dealersdealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. To the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities and the Exchange Securities. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Agreement, the Securities or the Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. The Issuer and the Guarantors and the Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 18 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against any Issuer or its property in the courts of any other jurisdictions. Very truly yours, CNH INDUSTRIAL CAPITAL LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Chief Financial Officer and Assistant Treasurer GUARANTORS: CNH INDUSTRIAL CAPITAL AMERICA LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Assistant Treasurer NEW HOLLAND CREDIT COMPANY, LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxx X. Xxxxxx, Xx. Name: Xxxxx X. Xxxxxx, Xx. Title: Managing Director ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to Acting on behalf of themselves and as the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning Representatives of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution”. ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuer and the Guarantors have agreed that, starting on the Expiration Date and ending on the close of business one year after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by Brokers-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the Expiration Date, the Issuer and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Issuer and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508several Purchasers.] ANNEX D o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.