AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
CNH AMERICA LLC
NOVEMBER 30, 2004
This Limited Liability Company Agreement (together with the schedules attached hereto, this "Agreement") of
CNH America LLC (the "Company") is entered into by Case New Holland Inc., as the sole member (the
"Member"). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A
As of September 30, 2002, Case Corporation, a Delaware corporation, converted into a Delaware limited
liability company named Case, LLC with Fiatallis North America, Inc. ("Fiatallis") as its sole member, and as of
September 30, 2002, Fiatallis entered into the Limited Liability Agreement of Case, LLC (the "Original
Agreement"). Effective December 31, 2003, Case, LLC changed its name to CNH America LLC and amended
the Original Agreement on May 14, 2004 to reflect the new name (the "Amendment"). Effective November 30,
2004, Fiatallis transferred all of its membership rights in CNH America LLC to Case New Holland Inc. pursuant
to a Plan of Reorganization by and between CNH America LLC, Fiatallis and Case New Holland Inc. Case
New Holland Inc. is now amending and restating the Original Agreement and the Amendment to reflect the
change in the sole member of CNH America LLC and to provide for other matters not previously contained in
the Original Agreement and the Amendment.
The Member hereby agrees as follows:
SECTION 1. Name. The name of the limited liability company formed hereby is CNH America LLC.
SECTION 2. Principal Business Office. The principal business office of the Company shall be located at 700
State Street, Racine, Wisconsin, 53404, or such other location as may hereafter be determined by the Member.
SECTION 3. Registered Office. The address of the registered office of the Company in the State of Delaware is
1209 Orange Street, Wilmington, Delaware, 19801.
SECTION 4. Registered Agent. The name and address of the registered agent of the Company fo