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 agent for the CP Conduit
Purchasers, the APA Banks and the Funding Agents (the “ Administrative Agent ”).
W I T N E S S E T H:
WHEREAS, the Transferor has requested, and, upon this Amendment becoming effective, the Servicer,
the CP Conduit Purchasers, the APA Banks, the Funding Agents and the Administrative Agent have agreed, that
certain provisions of the Agreement be amended in the manner provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms . All capitalized terms defined in the Agreement and used herein shall have the meanings
given to them therein.
2. Amendments to Article I . Article I of the Agreement is hereby amended by deleting therefrom the
definitions of the following defined terms in their respective entireties and substituting in lieu thereof the following
“‘ Discounted Present Value ’ shall mean, on any Settlement