CNH Global N V Sample Contracts

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Credit Agreement • June 12th, 2001 • CNH Global N V • Construction machinery & equip
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CASE NEW HOLLAND INC. as Issuer,
Indenture • April 7th, 2004 • CNH Global N V • Construction machinery & equip • New York
JPMORGAN CHASE BANK, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 16, 2003
First Supplemental Indenture • April 7th, 2004 • CNH Global N V • Construction machinery & equip • New York
Confidential and Proprietary Information removed and is available to the SEC on request]
Transfer and Administration Agreement • April 7th, 2004 • CNH Global N V • Construction machinery & equip • New York
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT FOR CORPORATE EQUITY ISSUES BETWEEN
Registrar, Transfer Agency and Service Agreement • July 3rd, 2000 • CNH Global N V • Construction machinery & equip • New York
CASE NEW HOLLAND INC. as Issuer, The GUARANTORS named herein and JPMORGAN CHASE BANK, N.A. as Trustee INDENTURE Dated as of March 3, 2006 7.125% Senior Notes due 2014, Series A 7.125% Senior Notes due 2014, Series B
Indenture • April 3rd, 2006 • CNH Global N V • Construction machinery & equip • New York

INDENTURE, dated as of March 3, 2006, among Case New Holland Inc., a Delaware corporation (“Case New Holland”), each of the GUARANTORS (as defined herein) and JPMorgan Chase Bank, N.A., a national banking association, as Trustee (the “Trustee”).

CNH GLOBAL N.V. EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Agreement • March 1st, 2011 • CNH Global N V • Construction machinery & equip • Delaware

This Restricted Stock Unit Award Agreement (“Agreement”) is entered into, effective as of September 30, 2010 (the “Grant Date”), by and between CNH Global N.V. ( the “Company”) and ________________ (the “Participant”) pursuant and subject to the CNH Global N.V. Equity Incentive Plan, as it may be amended from time to time (the “EIP”), as approved by the Corporate Governance and Compensation Committee of the Company’s Board of Directors (the “Committee”). Participant and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the EIP. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the EIP, the terms of the EIP shall control and govern unless this Agreement expressly states that an exception to the EIP is being made.

Contract
Transfer and Administration Agreement • April 29th, 2005 • CNH Global N V • Construction machinery & equip • New York

FIFTH AMENDMENT, dated as of January 11, 2005 (this “Amendment”), to the Amended and Restated Transfer and Administration Agreement (the “Agreement”), dated as of December 15, 2000, as amended as of January 15, 2002, as of January 14, 2003, as of January 13, 2004 and as of April 19, 2004, by and among CNH Capital Receivables LLC (formerly known as CNH Capital Receivables Inc.), a Delaware limited liability company, as transferor (the “Transferor”), CNH Capital America LLC (formerly known as Case Credit Corporation), a Delaware limited liability company (“CNH Capital”), in its individual capacity and as Servicer (the “Servicer”), the several commercial paper conduits listed on Schedule I thereto and their respective permitted successors and assigns (the “CP Conduit Purchasers”), the several banks party thereto (the “APA Banks”), the agent banks party thereto (the “Funding Agents”) and JPMorgan Chase Bank, National Association (formerly known as JPMorgan Chase Bank), as administrative ag

REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN
Registrar, Transfer Agency and Service Agreement • April 22nd, 2003 • CNH Global N V • Construction machinery & equip • New York
CNH GLOBAL N.V. EQUITY INCENTIVE PLAN NON-QUALIFIED PERFORMANCE STOCK OPTION AWARD AGREEMENT
Non-Qualified Performance Stock Option Award Agreement • March 1st, 2011 • CNH Global N V • Construction machinery & equip • Delaware

This CNH GLOBAL N.V. EQUITY INCENTIVE PLAN (Non-Qualified Performance Stock Option Award Agreement) (“Award Agreement”), effective as of the 30th of April 2010 (the “Award Date”) by and between CNH Global N.V. (the “Company”) and <<First Name>> <<Last Name>> (the “Participant”).

CNH GLOBAL N.V. EQUITY INCENTIVE PLAN
Performance Share Unit Award Agreement • March 1st, 2011 • CNH Global N V • Construction machinery & equip • Delaware

This Performance Share Unit Award Agreement (“Agreement”) is entered into, effective as of September 30, 2010 (the “Grant Date”), by and between CNH Global N.V. ( the “Company”) and ________________ (the “Participant”) pursuant and subject to the CNH Global N.V. Equity Incentive Plan, as may be amended from time to time (the “EIP”), as approved by the Corporate Governance and Compensation Committee of the Company’s Board of Directors (the “Committee”). Participant and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the EIP. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the EIP, the terms of the EIP shall control and govern unless this Agreement expressly states that an exception to the EIP is being made.

CNH GLOBAL N.V. EQUITY INCENTIVE PLAN Form of Performance Unit Award Agreement
Performance Unit Award Agreement • April 3rd, 2006 • CNH Global N V • Construction machinery & equip • Delaware

THIS AWARD AGREEMENT entered into as of the 7 day of December 2005, by and between CNH Global N.V. (the “Company”), and [First Name] [Last Name] (the “Participant”).

Contract
Transfer and Administration Agreement • April 29th, 2005 • CNH Global N V • Construction machinery & equip • New York

FOURTH AMENDMENT, dated as of April 19, 2004 (this “Amendment”), to the Amended and Restated Transfer and Administration Agreement (the “Agreement”) dated as of December 15, 2000, as amended as of January 15, 2002, as of January 14, 2003, and as of January 13, 2004, by and among CNH Capital Receivables Inc., a Delaware corporation, as transferor (the “Transferor”), Case Credit Corporation, a Delaware corporation (“Case Credit”), in its individual capacity and as Servicer (the “Servicer”), the several commercial paper conduits listed on Schedule I thereto and their respective permitted successors and assigns (the “CP Conduit Purchasers”), the several banks party thereto (the “APA Banks”), the agent banks party thereto (the “Funding Agents”) and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as administrative agent for the CP Conduit Purchasers, the APA Banks and the Funding Agents (the “Administrative Agent”).

CNH GLOBAL N.V. EQUITY INCENTIVE PLAN Non-Qualified Performance Stock Option Award Agreement
Non-Qualified Performance Stock Option Award Agreement • March 1st, 2011 • CNH Global N V • Construction machinery & equip • Delaware

THIS AWARD AGREEMENT effective as of the 16th of February 2007 (the “Award Date”) by and between CNH Global N.V (the “Company”) and «First_Name» «Last_Name» (the “Participant”).

Contract
Voting Agreement • January 22nd, 2013 • CNH Global N V • Construction machinery & equip

As contemplated by that certain Merger Agreement, dated as of November 25, 2012, by and among Fiat Industrial S.p.A. (“Fiat Industrial”), Fiat Netherlands Holding N.V., CNH Global N.V. (“CNH”) and FI CBM Holdings N.V., on December 11, 2012, Exor S.p.A. (“Exor”) entered into an agreement with CNH (the “Voting Agreement”), pursuant to which Exor committed to vote all of its shares of Fiat Industrial in favor of the previously announced business combination of Fiat Industrial and CNH. The Voting Agreement will terminate upon approval of the merger resolutions by the shareholders of CNH and Fiat Industrial.

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