EXHIBIT 4(H)
FORM OF CLASS C NOTES
REGISTERED $_______________/1
No. R-_______ CUSIP NO.[ ]
Unless this Note is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
or its agent for registration of transfer, exchange or payment, and any
Note issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
CNH EQUIPMENT TRUST [
[ ]% CLASS C ASSET BACKED NOTES
CNH Equipment Trust [ ], a trust organized and existing under the
laws of the State of Delaware (including any successor, the "Issuer"), for
value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of DOLLARS ($ ), partially payable on each
Payment Date in an amount equal to the aggregate amount, if any, payable
from the Note Distribution Account in respect of principal on the Class C
Notes pursuant to Section 3.1 of the Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of the Payment Date and the Redemption Date, if any, pursuant to
Section 10.1(a) of the Indenture. No payments of principal of the Notes
will be made on any Payment Date until the principal of the [ ] Notes, [ ]
Notes, Notes, [ ]Notes and [ ]Notes due on that Payment Date has been paid
in full. The Issuer will pay interest on this Note at the rate per annum
shown above, on each Payment Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all
payments of principal made on the preceding Payment Date), subject to
----------------
/1 Denominations of $1,000 and in greater whole-dollar denominations in
excess thereof.
certain limitations contained in Section 3.1 of the Indenture. Interest on
this Note will accrue for each Payment Date from the most recent Payment
Date on which interest has been paid to but excluding the then current
Payment Date or, if no interest has yet been paid, from the date hereof.
Interest will be computed on the basis of a 360-day year and actual days
elapsed. Such principal of and interest on this Note shall be paid in the
manner specified in the Indenture.
The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made
by the Issuer with respect to this Note shall be applied first to interest
due and payable on this Note as provided above and then to the unpaid
principal of this Note.
Reference is made to the further provisions of this Note set forth
on the reverse hereof, which shall have the same effect as though fully set
forth on the face of this Note.
Unless the certificate of authentication hereon has been executed
by the Indenture Trustee by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse
hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
Dated: _______, 20[ ]
CNH EQUIPMENT TRUST [ ]
BY: [ ],
not in its individual capacity but
solely as Trustee under the
Trust Agreement
By: ____________________________________
Name:_______________________________
Title:______________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
Dated: ______, 20[ ]
[ ], not in its individual capacity but
solely as Indenture Trustee
By: ___________________________________
Authorized Signatory
[REVERSE OF NOTE]
This Note is one of a duly authorized issue of Notes of the
Issuer, designated as Floating Rate Class C Asset Backed Notes (herein
called the "Class C Notes" or the "Notes"), all issued under an Indenture
dated as of [ ], 20[ ] (such Indenture, as supplemented or amended, is
herein called the "Indenture") between the Issuer and [ ], not in its
individual capacity but solely as trustee (the "Indenture Trustee", which
term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of
the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes
are subject to all terms of the Indenture. All terms used in this Note that
are not otherwise defined herein and that are defined in the Indenture
shall have the meanings assigned to them in or pursuant to the Indenture.
The Class C Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture,
but the interest of the Class C Noteholders in such collateral is
subordinated and third to the rights of the Class A Noteholders and the
Class B Noteholders, respectively.
The Issuer shall pay interest on overdue installments of interest
at the Class C Note Rate to the extent lawful.
Each Noteholder or Note Owner, by acceptance of a Note, or, in the
case of a Note Owner, a beneficial interest in the Note, covenants and
agrees that no recourse may be taken, directly or indirectly, with respect
to the obligations of the Issuer or the Indenture Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in
connection therewith, against: (i) the Indenture Trustee or the Trustee in
their individual capacities, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director
or employee of: (a) the Indenture Trustee or the Trustee in their
individual capacities, (b) any holder of a beneficial interest in the
Issuer, the Trustee or the Indenture Trustee or of (c) any successor or
assign of the Indenture Trustee or the Trustee in their individual
capacities, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing
to such entity.
It is the intent of the Seller, the Servicer, the Noteholders and
the Note Owners that, for purposes of Federal and State income tax and any
other tax measured in whole or in part by income, the Notes qualify as
indebtedness of the Trust. Each Noteholder or Note Owner, by acceptance of
a Note, or, in the case of a Note Owner, a beneficial interest in a Note,
agrees to treat, and to take no action inconsistent with the treatment of,
the Notes for such tax purposes as indebtedness of the Trust.
Each Noteholder or Note Owner, by acceptance of a Note, or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that by accepting the benefits of the Indenture that such Noteholder will
not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy,
reorganization or arrangement, insolvency or liquidation proceedings under
any United States Federal or State bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture or the Basic
Documents.
This Note and the Indenture shall be construed in accordance with
the laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest
on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither [ ], in its individual
capacity, any owner of a beneficial interest in the Issuer, nor any of
their respective partners, beneficiaries, agents, officers, directors,
employees, successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Indenture Trustee for the sole
purposes of binding the interests of the Indenture Trustee in the assets of
the Issuer. The Holder of this Note by the acceptance hereof, and each Note
Owner by the acceptance of a beneficial interest herein, each agrees that,
except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Holder and Note Owner shall have
no claim against any of the foregoing for any deficiency, loss or claim
therefrom; provided, however, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuer
for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Note.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
_________________________________________________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto __________________________________________________________
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _______________________________, attorney, to
transfer said Note on the books kept for registration thereof, with full
power of substitution in the premises.
Dated:________________________ ____________________________*/
Signature Guaranteed:
_________________________________________________
Signatures must be guaranteed
by an "eligible guarantor
institution" meeting the
requirements of the Note
Registrar, which requirements
include membership or
participation in STAMP or such
other "signature guarantee
program" as may be determined
by the Note Registrar in
addition to, or in substitution
for, STAMP, all in accordance
with the Securities Exchange
Act of 1934, as amended.
____________________________
*/ NOTE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the
within Note in every particular without alteration, enlargement or
any change whatsoever.
