CNH CAPITAL RECEIVABLES INC, 424B5, 2000-09-12

CNH CAPITAL RECEIVABLES INC
424B5, 2000-09-12
SHORT-TERM BUSINESS CREDIT INSTITUTIONS

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<PAGE>
SUBJECT TO COMPLETION, DATED SEPTEMBER 8, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL WE DELIVER A FINAL PROSPECTUS. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 8, 2000

CNH EQUIPMENT TRUST 2000-B
CNH CAPITAL RECEIVABLES INC.
SELLER

<TABLE>
<S> <C>
CASE CREDIT CORPORATION NEW HOLLAND CREDIT COMPANY, LLC
ORIGINATOR AND SERVICER ORIGINATOR AND SUB-SERVICER
</TABLE>

The trust will issue the following classes of notes,
which are offered under this prospectus supplement--
<TABLE>
CLASS A NOTES
<S> <C> <C> <C> <C>
A-1 NOTES A-2 NOTES A-3 NOTES A-4 NOTES
Principal Amount $107,000,000 $353,000,000 $244,000,000 $231,000,000
Interest Rate % % % %
Final Scheduled Payment
Date October 12, 2001 February 16, 2004 March 15, 2005 September 17, 2007
Price to Public(1) % % % %
Underwriting
Discount(2) % % % %
Proceeds to Seller(3) % % % %

<S> <C>
CLASS B NOTES
Principal Amount $42,500,000
Interest Rate %
Final Scheduled Payment
Date September 17, 2007
Price to Public(1) %
Underwriting
Discount(2) %
Proceeds to Seller(3) %
</TABLE>

(1)Plus accrued interest, if any, from September , 2000. Total
price to public (excluding such
interest) = $ .
(2)Total Underwriting Discount = $ .
(3)Total Proceeds to Seller = $ .

CREDIT ENHANCEMENT

- The trust will also issue $22,500,000 % asset backed
certificates, which are subordinated to the notes.

- A spread account will be established with an initial
balance of $10,000,632.01 (2.00% of the contract value of
the initial receivables).

- A principal supplement account may also be established.

- The Class B Notes are subordinated to the Class A Notes,
and provide additional credit enhancement for the
Class A Notes.

- This prospectus supplement and the accompanying
prospectus relate only to the offering of the notes. The
certificates are not offered under these documents.

Delivery of the notes, in book-entry form only, will be made
through The Depository Trust Company, Clearstream Banking,
societe anonyme, and the Euroclear System on or about
September , 2000 against payment in immediately available
funds.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<S> <C>
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-6 IN
THIS PROSPECTUS SUPPLEMENT AND ON PAGE 2 IN THE PROSPECTUS.
The notes represent obligations of the trust only and do not
represent obligations of or interests in CNH Capital
Receivables Inc., Case Credit Corporation, New Holland
Credit Company, LLC or any of their affiliates.
This prospectus supplement may be used to offer and sell the
notes only if accompanied by the prospectus.
</TABLE>

UNDERWRITERS OF THE CLASS A NOTES
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
CREDIT SUISSE FIRST BOSTON
FIRST UNION SECURITIES, INC.
J.P. MORGAN & CO.
SG COWEN
UNDERWRITERS OF THE CLASS B NOTES
CHASE SECURITIES INC. FIRST UNION SECURITIES, INC.
September , 2000
<PAGE>
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not authorized anyone to provide you with different information.

We are not offering these securities in any state where the offer is not
permitted.

Dealers will deliver a prospectus supplement and prospectus when acting as
underwriters of the securities and with respect to their unsold allotments or
subscriptions. In addition, all dealers selling the securities will deliver a
prospectus supplement and prospectus until December , 2000 (90 days after the
commencement of this offering).

We tell you about the securities in two separate documents that
progressively provide more detail: (a) the accompanying prospectus, which
provides general information, some of which may not apply to a particular series
of securities, including your series; and (b) this prospectus supplement, which
describes the specific terms of your series of securities.

If the terms of your series of securities vary between this prospectus
supplement and the prospectus, you should rely on the information in this
prospectus supplement.

We include cross-references in this prospectus supplement and in the
accompanying prospectus to captions in these materials where you can find
further related discussions. The following Table of Contents and the Table of
Contents included in the accompanying prospectus provide the pages on which
these captions are located.

You can find a listing of the pages where capitalized terms used in this
prospectus supplement are defined under the caption "Index of Terms" beginning
on page S-41 in this prospectus supplement and under the caption "Index of
Terms" beginning on page 69 in the accompanying prospectus.

We have made forward-looking statements in this prospectus supplement and
the accompanying prospectus. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements. Forward-looking statements are statements, other
than statements of historical facts, that address activities, events or
developments that we expect or anticipate will or may occur in the future.
Forward-looking statements also include any other statements that include words
such as "anticipate," "believe," "plan," "estimate," "expect," "intend" and
other similar expressions.

Forward-looking statements are based on certain assumptions and analyses we
have made in light of our experience and our perception of historical trends,
current conditions, expected future developments and other factors we believe
are appropriate. Whether actual results and developments will conform with our
expectations and predictions is subject to a number of risks and uncertainties.

ii
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All of the forward-looking statements made in this prospectus supplement and
the accompanying prospectus are qualified by these cautionary statements, and
there can be no assurance that the actual results or developments we have
anticipated will be realized. Even if the results and developments in our
forward-looking statements are substantially realized, there is no assurance
that they will have the expected consequences to or effects on us, the trust,
Case Credit Corporation, New Holland Credit Company, LLC or any other person or
on our respective businesses or operations. The foregoing review of important
factors, including those discussed in detail in this prospectus supplement and
the accompanying prospectus should not be construed as exhaustive. We undertake
no obligation to release the results of any future revisions we may make to
forward-looking statements to reflect events or circumstances after the date of
this prospectus supplement and the accompanying prospectus or to reflect the
occurrences of anticipated events.

---------------------

iii
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary of Terms................... S-1
Offered Securities................. S-1
Subordination.................... S-1
Closing Date..................... S-1
Indenture Trustee................ S-1
Trustee.......................... S-1
Payment Dates.................... S-1
Principal Payments............... S-1
Final Scheduled Maturity Dates... S-2
Optional Redemption.............. S-2
Mandatory Redemption............. S-3
The Initial Receivables.......... S-3
Pre-Funding...................... S-3
Negative Carry Account........... S-3
Credit Enhancement................. S-3
Spread Account................... S-3
Principal Supplement Account..... S-4
The Certificates................. S-4
Subordination.................... S-4
Priority of Distributions.......... S-4
Tax Status......................... S-5
ERISA Considerations............... S-5
Legal Investment................... S-5
Rating of the Notes................ S-5
CNH Capital Receivables Inc........ S-5
Risk Factors....................... S-6
It may not be possible to find a
purchaser for your
securities..................... S-6
Prepayments could result from
pre-funding.................... S-6
The trust is dependent upon the
credit companies and CNH for
additional receivables......... S-6
Variations in economic and other
factors may reduce the rate of
creation of additional
receivables.................... S-7
Characteristics of the pool of
receivables may change due to
pre-funding.................... S-7
Payments on the receivables vary
seasonally..................... S-8
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Payments on the Class B Notes are
junior to payments on the
Class A Notes.................. S-8
Prepayments of receivables could
result in payment shortfalls... S-8
The Trust.......................... S-10
General.......................... S-10
Capitalization of the Trust...... S-10
The Trustee........................ S-11
The Receivables Pool............... S-11
Delinquencies, Repossessions, and
Net Losses..................... S-18
Weighted Average Life of the
Notes............................ S-21
Description of the Notes........... S-26
General.......................... S-26
Payments of Interest............. S-26
Payments of Principal............ S-26
Cutoff Dates..................... S-29
Record Dates..................... S-29
Mandatory Redemption............. S-30
Optional Redemption.............. S-30
Registration of Notes............ S-30
The Indenture Trustee............ S-30
Description of the Certificates.... S-31
Description of the Transaction
Agreements....................... S-31
Sales of Receivables............. S-32
Servicing Compensation and
Payment of Expenses............ S-32
Distributions.................... S-32
Negative Carry Account........... S-34
Spread Account................... S-35
Principal Supplement Account..... S-36
Legal Investment................... S-37
ERISA Considerations............... S-37
The Notes........................ S-37
Underwriting....................... S-38
Class A Notes.................... S-38
Class B Notes.................... S-39
Index of Terms..................... S-41
</TABLE>

iv
<PAGE>
SUMMARY OF TERMS

- THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS
SUPPLEMENT AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU NEED TO
CONSIDER IN MAKING YOUR INVESTMENT DECISION. TO UNDERSTAND ALL OF THE
TERMS OF AN OFFERING OF THE NOTES, READ CAREFULLY THIS ENTIRE PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.

- THIS SUMMARY PROVIDES AN OVERVIEW OF CERTAIN CALCULATIONS, CASH FLOWS AND
OTHER INFORMATION TO AID YOUR UNDERSTANDING AND IS QUALIFIED BY THE FULL
DESCRIPTION OF THESE CALCULATIONS, CASH FLOWS AND OTHER INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.

OFFERED SECURITIES

We are offering five classes of notes issued by CNH Equipment Trust 2000-B:

<TABLE>
<CAPTION>
AGGREGATE PRINCIPAL INTEREST
CLASS AMOUNT RATE
----- ------------------- --------
<S> <C> <C>
A-1.................. $107,000,000 %

A-2.................. $353,000,000 %

A-3.................. $244,000,000 %

A-4.................. $231,000,000 %

B.................... $ 42,500,000 %
</TABLE>

The notes will be book-entry securities clearing through DTC (in the United
States) or Clearstream or Euroclear (in Europe) in minimum denominations of
$1,000 and in greater whole-dollar denominations.

SUBORDINATION

The A-1, A-2, A-3 and A-4 Notes are all Class A Notes. The Class B Notes will be
subordinated to the Class A Notes as follows:

- no interest will be paid on the Class B Notes on any payment date until
all interest due on the Class A Notes through that payment date has been
paid in full; and
- no principal will be paid on the Class B Notes on any payment date until
all principal due on the Class A Notes through that payment date has been
paid in full.

CLOSING DATE

September , 2000.

INDENTURE TRUSTEE

Bank One, National Association.

TRUSTEE

The Bank of New York.

PAYMENT DATES

Payments on the notes will be made on the 15th day of each calendar month (or,
if not a business day, the next business day), beginning with October 16, 2000,
except that interest and principal on the A-1 Notes will also be paid on
October 12, 2001 if any A-1 Notes remain outstanding after the September 2001
payment date.

PRINCIPAL PAYMENTS

The aggregate amount of principal payments to be made on all outstanding

S-1
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classes of notes on each payment date will generally equal the decrease during
the prior calendar month in the sum of (a) the contract value of the receivables
and (b) the amount on deposit in the trust's pre-funding account. The contract
value of the receivables equals the discounted present value of their scheduled
cash flows, using a discount rate equal to the weighted average adjusted annual
percentage rate of all receivables sold to the trust on a particular day.

Principal payments on each payment date will generally be allocated 95.75% to
the Class A Notes and 4.25% to the Class B Notes. However, the following
exceptions to this general rule will apply:
- Until the A-1 Notes have been repaid in full, distributions of principal
to the Class B Notes on any payment date will be limited to the amount of
prepayments on the receivables during the prior calendar month. The
balance will be applied to the A-1 Notes.

- Any shortfall in the amount of funds available for principal payments on
any payment date will reduce the principal payment on the Class B Notes
(up to the amount of the full target payment on the Class B Notes) before
the principal payment on the Class A Notes is reduced.

Principal payments on the Class A Notes will generally be made to the holders of
the various classes of Class A Notes sequentially, so that no principal will be
paid on any class of Class A Notes until each class of Class A Notes with a
lower numerical designation has been paid in full. For instance, no principal
will be paid on the A-2 Notes until the A-1 Notes have been paid in full.

See "Description of the Transaction Agreements--Distributions" for additional
detail on some of the calculations described above and for special priority
rules that would apply in a default situation.

FINAL SCHEDULED MATURITY DATES

The outstanding principal amount, if any, of each class of notes will be payable
in full on the date specified or the payment date falling in the month specified
for each below:

<TABLE>
<CAPTION>
CLASS FINAL MATURITY DATE
----- -------------------
<S> <C>
A-1.................. October 12, 2001
A-2.................. February, 2004
A-3.................. March, 2005
A-4.................. September, 2007
B.................... September, 2007
</TABLE>

OPTIONAL REDEMPTION

Any notes outstanding on any payment date on which the servicer exercises its
clean-up call will be prepaid in whole on that payment date at a redemption
price for each class equal to the outstanding principal balance of that class of
notes, plus accrued and unpaid interest thereon. The servicer cannot exercise
its clean-up call until the aggregate contract value of the receivables declines
to 10% or less of the aggregate initial contract value of the receivables,
measured for each receivable at the time of its sale to the trust.

S-2
<PAGE>
MANDATORY REDEMPTION

The trust will have a pre-funding period. On the payment date on or immediately
following the last day of the pre-funding period, any funds remaining in the
trust's pre-funding account after any purchase of receivables on that date will
be applied to prepay the notes then outstanding in whole or in part in the same
sequence and proportions that would apply in a normal principal distribution.

THE INITIAL RECEIVABLES

On the closing date, we will sell the trust retail installment contracts and
finance leases with an aggregate contract value of $500,031,600.51, measured as
of August 31, 2000.

PRE-FUNDING

We will sell the trust additional retail installment contracts and finance
leases during a pre-funding period beginning on the closing date and ending not
later than the close of business on the March 2001 payment date.

The trust will pay for the subsequent receivables with funds on deposit in a
pre-funding account established for the trust, with an initial deposit of
$499,968,399.49. We expect to sell subsequent receivables to the trust with an
aggregate contract value approximately equal to the amount deposited in the
pre-funding account. Prior to being used to purchase receivables, funds on
deposit in the pre-funding account will be invested from time to time in highly
rated short-term securities.

The pre-funding period will end earlier than the March 2001 payment date if and
when the balance in the pre-funding account is reduced to less than $100,000.
The pre-funding period will also terminate early if certain defaults or other
adverse events occur. Any balance remaining in the pre-funding account at the
end of the pre-funding period will be payable to the noteholders as principal.

NEGATIVE CARRY ACCOUNT

We anticipate that the average interest rate earned by the trust on investment
of funds in the pre-funding account may be less than the weighted average
interest rate on the notes. To provide a source of funds to cover any short fall
resulting from this difference, we will deposit $ into the trust's negative
carry account.

CREDIT ENHANCEMENT

SPREAD ACCOUNT

As credit enhancement for the notes, a spread account will be established for
the trust. The spread account will be funded as follows:

- On the closing date, we will deposit $10,000,632.01 (2.00% of the contract
value of the initial receivables) into the spread account.

- On the date of each subsequent sale of receivables to the trust, the
indenture trustee will transfer cash or highly rated, short-term
securities having a value approximately equal to 2.00% of the aggregate
contract value of the receivables purchased from

S-3
<PAGE>
the pre-funding account to the spread account.

- On each payment date after any draw has been made on the spread account,
available collections remaining after other more senior payments have been
made will be deposited into the spread account to the extent necessary to
maintain a specified minimum balance.

Funds on deposit in the spread account will be available on each payment date to
cover shortfalls in distributions of interest and principal on the notes. Funds
on deposit in the spread account will not be used to cover shortfalls in any
distributions on the certificates.

PRINCIPAL SUPPLEMENT ACCOUNT

As further enhancement for the notes, a principal supplement account will be
established for the trust. However, no deposit is required to be made into the
principal supplement account on or before the closing date. We will make
deposits in the principal supplement account on the date of each subsequent sale
of receivables to the trust, but only if, and to the extent, necessary to
maintain the original credit ratings of the notes.

Funds on deposit in the principal supplement account on any payment date will be
used to cover shortfalls in distributions of interest and principal on the notes
if the amount available in the spread account on that payment date is
insufficient to cover those shortfalls. Funds on deposit in the principal
supplement account will not be used to cover shortfalls in any distributions on
the certificates.

THE CERTIFICATES

On the closing date, the trust will issue certificates to us in an aggregate
principal amount of $22,500,000. We will initially retain the entire principal
amount of the certificates. Distributions of interest on the certificates will
be junior in priority of payment to interest and principal due on the notes, and
no principal will be paid on the certificates until the notes have been repaid
in full.

SUBORDINATION

The subordination of the Class B Notes to the Class A Notes as described herein
will provide additional credit enhancement for the Class A Notes.

PRIORITY OF DISTRIBUTIONS

On each payment date, available collections, plus funds transferred from various
trust accounts as described above, will be applied to the following (in the
priority indicated):

(1) administration fees;

(2) accrued and unpaid interest on the Class A Notes;

(3) accrued and unpaid interest on the Class B Notes;

(4) to pay principal on the notes in the priority described above under "Offered
Securities--Principal Payments";

(5) to the spread account, to the extent necessary to maintain a specified
balance;

S-4
<PAGE>
(6) accrued and unpaid interest on the certificates;

(7) after the notes have been repaid in full, principal on the certificates;

(8) servicing fees, except that if neither Case Credit nor any of its affiliates
is the servicer, servicing fees will be paid prior to any other application
of funds; and

(9) the remaining balance, if any, to us.

See "Description of the Transaction Agreements--Distributions" for additional
details and for special priority rules that would apply in a default situation.

TAX STATUS

Mayer, Brown & Platt, our special federal tax counsel, is of the opinion that
for federal income tax purposes the notes will be characterized as debt and the
trust will not be characterized as an association (or publicly traded
partnership) taxable as a corporation. Mayer, Brown & Platt, our special
Illinois tax counsel, is also of the opinion that the same characterizations
should apply for Illinois tax purposes as for federal income tax purposes.

ERISA CONSIDERATIONS

Subject to the considerations discussed under "ERISA Considerations," the notes
are eligible for purchase by employee benefit plans.

LEGAL INVESTMENT

The A-1 Notes will be eligible securities for purchase by money market funds
under paragraph (a)(10) of Rule 2a-7 under the Investment Company Act of 1940,
as amended.

RATING OF THE NOTES

The trust will not issue the notes unless the A-1 Notes are rated in the highest
short-term rating category, the A-2 Notes, A-3 Notes and A-4 Notes are rated in
the highest long-term rating category and the Class B Notes are rated at least
in the "A" category or its equivalent, in each case by at least two nationally
recognized statistical rating agencies. A rating is not a recommendation to
purchase, hold or sell securities, inasmuch as such rating does not comment as
to market price or suitability for a particular investor. The ratings of the
notes address the likelihood of the timely payment of interest on, and the
ultimate repayment of principal of, the notes pursuant to their terms.

CNH CAPITAL RECEIVABLES INC.

The mailing address of our principal executive office is 100 South Saunders
Road, Lake Forest, Illinois 60045, Attention: Vice President and our telephone
number is (847) 735-9200.

S-5
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RISK FACTORS

You should consider the following risk factors in deciding whether to
purchase the notes.

<TABLE>
<S> <C>
IT MAY NOT BE POSSIBLE TO FIND A The underwriters may assist in resales of the
PURCHASER FOR YOUR SECURITIES. notes, but they are not required to do so. A
trading market for the notes may not develop. If a
trading market does develop, it might not continue
or it might not be sufficiently liquid to allow
you to resell any of your notes.

PREPAYMENTS COULD RESULT FROM If the principal amount of eligible receivables
PRE-FUNDING. purchased or directly originated by our affiliated
credit companies--Case Credit and New Holland
Credit (which are referred to in this prospectus
supplement for convenience as the "credit
companies")--during the trust's pre-funding
period, plus other pre-existing eligible
receivables, is less than the amount deposited in
the trust's pre-funding account, we will not have
sufficient receivables to sell to the trust during
the pre-funding period. This would result in a
prepayment of principal in an aggregate amount
equal to the amount remaining in the pre-funding
account at the end of the pre-funding period to
the noteholders in the same sequence and
proportions that would apply in a normal principal
distribution. Any prepayment will shorten the
weighted average life of the affected notes. The
amount of the notes that will be prepaid is not
known at this time, but the greater the
prepayment, the shorter the weighted average life
of the notes.

THE TRUST IS DEPENDENT UPON THE The trust will not be able to purchase receivables
CREDIT COMPANIES AND CNH FOR from us during the pre-funding period unless the
ADDITIONAL RECEIVABLES. credit companies have eligible receivables which
they are able to transfer to us. Both of the
credit companies' ability to generate receivables
depends primarily upon sales of agricultural,
construction and other equipment manufactured or
distributed by CNH. If, during the pre-funding
period, CNH were to temporarily or permanently
stop manufacturing or distributing agricultural,
construction and other equipment, the rate of
sales of agricultural, construction and other
equipment manufactured or distributed by CNH would
decrease. This would adversely affect our ability
to sell receivables to the trust. CNH's use of
manufacturer's
</TABLE>

S-6
<PAGE>
<TABLE>
<S> <C>
rebate and other incentive programs may also
affect retail sales, and neither we nor the trust
have any control over CNH's future use of those
incentives.

VARIATIONS IN ECONOMIC AND OTHER The ability of dealers financed by the credit
FACTORS MAY REDUCE THE RATE OF companies to sell agricultural, construction, and
CREATION OF ADDITIONAL RECEIVABLES. other equipment and generate eligible receivables
through those sales is affected by the general
level of activity in the agricultural,
construction and other industries, including the
rate of North American agricultural production and
demand, weather conditions, commodity prices,
consumer confidence, government subsidies for the
agricultural sector, interest rates, prevailing
levels of construction (especially housing starts)
and levels of total industry capacity and
equipment inventory. We have no basis to predict
whether or to what extent these factors will
affect the level of sales of agricultural,
construction or other equipment.

CHARACTERISTICS OF THE POOL OF There will be no required characteristics of the
RECEIVABLES MAY CHANGE DUE TO receivables transferred to the trust during the
PRE-FUNDING. pre-funding period, except that each additional
receivable must satisfy the eligibility criteria
specified in the sale and servicing agreement
among us, the servicer and the trust at the time
of its addition. Additional receivables may be
originated at a later date using credit criteria
different from those that were applied to the
initial receivables and may be of a different
credit quality and seasoning. In addition,
following the transfer of subsequent receivables
to the trust, the characteristics of the entire
receivables pool, including the composition of the
receivables, the distribution by annual percentage
rate, equipment type, payment frequency, average
maturity, current contract value and geographic
distribution, may vary from those of the initial
receivables. Since the weighted average life of
the notes will be influenced by the rate at which
the principal balances of the receivables are
paid, some of these variations will affect the
weighted average life of the notes. However, the
trust will not purchase any receivables that have
a remaining term in excess of 72 months or any
receivables that would cause the weighted average
original term of the receivables in the trust to
be greater than 55 months. These requirements are
intended to minimize the effect of the addition of
</TABLE>

S-7
<PAGE>
<TABLE>
<S> <C>
subsequent receivables on the weighted average
life of the notes.

PAYMENTS ON THE RECEIVABLES VARY Payments on the receivables may be made on a
SEASONALLY. monthly, quarterly, semiannual, annual or
irregular basis. A significant portion of the
initial receivables (representing approximately
65.29% of the aggregate statistical contract value
of the initial receivables) are agricultural
equipment sale contracts or leases and tend to
have payment dates that correspond to periods in
which farmers have stronger cash flows. As a
result, the amounts of cash distributed to
noteholders may reflect this seasonality, with
higher amounts of principal paid on the payment
dates occurring in the first and fourth calendar
quarters in each year and relatively lower amounts
paid on other payment dates.

PAYMENTS ON THE CLASS B NOTES ARE If you buy Class B Notes, your interest payments
JUNIOR TO PAYMENTS ON THE CLASS A will be junior to interest payments on the
NOTES. Class A Notes, and your principal payments will be
junior to principal payments on the Class A Notes
as follows. You will not receive any interest
payments on your Class B Notes on any payment date
until the full amount of interest then payable on
the Class A Notes has been paid or provided for in
full. In addition, you will not receive any
principal payments on your Class B Notes on any
payment date until the full amount of the
principal then payable on the Class A Notes has
been paid or provided for in full.

PREPAYMENTS OF RECEIVABLES COULD The receivables are subject to voluntary
RESULT IN PAYMENT SHORTFALLS. prepayment. Upon any prepayment in full of a
receivable, the contract value of that receivable
will be reduced to zero, and the contract value of
that receivable will be added to the amount of
principal to be paid on the notes on the related
payment date. However, some receivables have
contract values that are greater than their
outstanding principal balances. When a receivable
of this type is prepaid, the principal collected
through the prepayment will be less than the
resulting increase in the targeted principal
distribution by an amount roughly equal to the
excess of the receivable's contract value over its
outstanding principal balance immediately prior to
the prepayment, which could lead to a cash flow
shortfall. See "Description of the Notes--Payments
of Principal."
</TABLE>

S-8
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<TABLE>
<S> <C>
In addition, a significant portion of the initial
receivables (representing approximately 47.39% of
the aggregate statistical contract value of the
initial receivables) in the trust will be simple
interest receivables. Under simple interest
receivables, if an obligor pays a fixed periodic
installment early, the portion of the payment
applied to reduce the unpaid balance will be
greater than the reduction if the payment had been
made as scheduled, and the final payment will be
reduced accordingly. As a result, the contract
value of the receivable, at any time, may be
greater than its principal balance. Upon final
payment (including prepayment in full) of the
receivable, principal collected through that final
payment will be less than the resulting increase
in the targeted distribution, which could lead to
a cash flow shortfall.

To the extent necessary to maintain the initial
credit ratings on the notes, funds may be
deposited in the trust's principal supplement
account each time that the trust buys additional
receivables during the pre-funding period. Those
funds, if any, are intended to make up for
potential cash flow shortfalls of the type
described in the two preceding paragraphs. On each
payment date, any funds on deposit in the
principal supplement account will be withdrawn to
cover shortfalls in distributions of interest and
principal on the notes (after giving effect to any
withdrawal to be made from the spread account on
the payment date). However, in many cases, no
deposit is required to be made into the principal
supplement account, and in any event the amount of
any required deposit is expected to be less than
the maximum aggregate potential shortfalls of the
type described in the two preceding paragraphs.
You might not receive ultimate payment in full of
all amounts due under your notes if the amount of
the shortfalls exceeds the amount of the deposits
and other available credit enhancement and excess
collections available to make up for the
shortfalls.
</TABLE>

S-9
<PAGE>
THE TRUST

GENERAL

The trust will be formed pursuant to a trust agreement between us and the
trustee. After its formation, the trust will not engage in any activity other
than

- acquiring, holding and managing the receivables, the pre-funding account
and the other assets of the trust and proceeds therefrom,

- issuing the notes and the certificates,

- making payments on the notes and the certificates, and

- engaging in other activities that are necessary, suitable or convenient to
accomplish the foregoing or are incidental thereto or connected therewith.

The trust will possess only the following property:

- receivables and related collections;

- bank accounts established for the trust;

- security interests in the equipment financed or leased under the
receivables;

- any property obtained in a default situation under those security
interests;

- rights to proceeds from certain insurance policies covering equipment
financed or leased under the receivables or obligors on the receivables;
and

- our interest in any proceeds from recourse to dealers on receivables,
which will exclude any amounts contained in the dealers' reserve accounts.

The trust's principal offices are in New York, New York, in care of The Bank
of New York, as trustee, at the address listed below under "--The Trustee."

CAPITALIZATION OF THE TRUST

The following table illustrates the capitalization of the trust as of
August 31, 2000, as if the issuance and sale of the notes and the certificates
had taken place on that date:

<TABLE>
<S> <C>
A-1 % Asset Backed Notes.................... $ 107,000,000

A-2 % Asset Backed Notes.................... $ 353,000,000

A-3 % Asset Backed Notes.................... $ 244,000,000

A-4 % Asset Backed Notes.................... $ 231,000,000

Class B % Asset Backed Notes................ $ 42,500,000

% Asset Backed Certificates.............. $ 22,500,000
--------------

Total..................................... $1,000,000,000
==============
</TABLE>

S-10
<PAGE>
THE TRUSTEE

The Bank of New York is the trustee under the trust agreement. The Bank of
New York is a New York banking corporation, and its principal offices are
located at 101 Barclay Street, Floor 12E, New York, New York 10286. In the
ordinary course of its business, the trustee and its affiliates have engaged and
may in the future engage in commercial banking or financial advisory
transactions with CNH and its affiliates. The Bank of New York (Delaware) will
act as co-trustee for the purpose of complying with certain Delaware legal
requirements.

THE RECEIVABLES POOL

The pool of receivables held by the trust will include the initial
receivables purchased on the closing date and any additional receivables
purchased during the trust's pre-funding period.

A number of calculations described in this prospectus supplement, and
calculations required by the agreements governing the trust and the notes, are
based upon the Contract Value of the receivables. "CONTRACT VALUE" means, as of
any calculation date, the present value of the scheduled and unpaid payments on
the receivables discounted monthly at an annual rate equal to (a) in the case of
the initial receivables, 8.629%, which is the weighted average adjusted annual
percentage rate of the initial receivables as of August 31, 2000 and (b) in the
case of the additional receivables, the weighted average adjusted annual
percentage rate of the additional receivables transferred as of the cutoff date
designated for such transfer, plus, in either case, any amount of past due
payments as of the applicable cutoff date. Any defaulted receivables liquidated
by the servicer through the sale or other disposition of the related equipment
or that the servicer has, after using all reasonable efforts to realize upon the
related equipment, determined to charge off without realizing upon the related
equipment are deemed to have a Contract Value of zero. Whenever we refer to a
"weighted average adjusted annual percentage rate" in this prospectus, we mean a
weighted average annual percentage rate determined by converting the individual
annual percentage rate of each receivable (other than receivables with a monthly
payment frequency) to an equivalent annual percentage rate as if such receivable
had a monthly payment frequency.

The Contract Value of the receivables is generally equivalent to their
outstanding principal amount. However, the Contract Value of any particular
receivable may be greater than or less than its outstanding principal amount,
depending primarily upon whether the annual percentage rate of that receivable
is greater or less than the weighted average adjusted annual percentage rate of
the initial receivables as of the initial cutoff date (in the case of an initial
receivable) or the weighted average adjusted annual percentage rate of the
additional receivables as of the applicable addition cutoff date (in the case of
additional receivables). If a receivable's annual percentage rate is greater
than the weighted average adjusted annual percentage rate used in calculating
its Contract Value, its Contract Value will be greater than its

S-11
<PAGE>
outstanding principal balance because the discount rate used to determine its
Contract Value is lower than the annual percentage rate that generated the
finance charge component of the scheduled payments that are discounted to
determine the Contract Value. Conversely, if a receivable's annual percentage
rate is lower than the weighted average adjusted annual percentage rate used in
calculating its Contract Value, its Contract Value will be less than its
outstanding principal balance because the discount rate used to determine its
Contract Value is greater than the annual percentage rate that generated the
finance charge component of the scheduled payments that are discounted to
determine the Contract Value.

The initial receivables were selected and the additional receivables will be
selected from our portfolio using several criteria, including the criteria set
forth in the prospectus under "Characteristics of the Receivables--Selection
Criteria" and the additional criteria that:

(1) each receivable is a retail installment contract or a finance lease
as described under "Legal Aspects of the Receivables--Security Interests in
Leased Equipment" in the prospectus;

(2) each receivable has an annual percentage rate that is equal to or
greater than 3.0%;

(3) each receivable has a remaining term to maturity of not more than
72 months;

(4) each receivable has a Statistical Contract Value as of the
applicable cutoff date that (when combined with the Statistical Contract
Value of any other receivables with the same or an affiliated obligor) does
not exceed 1% of the aggregate Statistical Contract Value of all the
receivables;

(5) after giving effect to each transfer of additional receivables, the
weighted average original term of the receivables in the trust will not be
greater than 55 months; and

(6) after giving effect to each transfer of additional receivables, not
more than 50% of the Contract Value of the receivables in the trust will
represent contracts for the financing of construction equipment and not more
than 5% of the Contract Value of the receivables in the trust will represent
contracts for the financing of all-terrain vehicles, snowmobiles or marine
vessels collectively.

The receivables as they are constituted on any cutoff date for an addition
of receivables will not deviate from the foregoing characteristics.

The initial receivables include both precomputed and simple interest
receivables. No initial receivable has, and no additional receivable will have,
a scheduled maturity later than the date that is six months prior to the final
scheduled maturity date for the notes. No dealer loans or leases originated by
New Holland Credit will be included in the trust.

S-12
<PAGE>
The initial receivables will represent approximately 50.00% of the sum of
initial outstanding principal amount of the notes and the certificate balance.
Except for the criteria described in the preceding paragraphs, there will be no
required characteristics of the additional receivables. Therefore, following the
transfer of additional receivables to the trust, the aggregate characteristics
of all of the receivables in the trust, including the composition of the
receivables, the distribution by annual percentage rate, equipment type, payment
frequency, current Statistical Contract Value and geographic distribution
described in the following tables, may vary from those of the initial
receivables. Following the end of the pre-funding period, we will file a report
on Form 8-K containing information comparable to that contained in the tables
set forth below regarding the aggregate characteristics of all of the
receivables in the trust, after the addition of the additional receivables.

The composition, distribution by annual percentage rate, receivable type,
equipment type, payment frequency, current Contract Value and geographic
distribution, in each case of the initial receivables as of August 31, 2000, are
as set forth in the following tables. For purposes of this prospectus
supplement, the "STATISTICAL CONTRACT VALUE" for each receivable has been
calculated as either (a) the sum of the present value of the scheduled and
unpaid payments on the receivable, discounted monthly at an annual rate equal to
its annual percentage rate (instead of the weighted average adjusted annual
percentage rate of the initial receivables) plus any amount of past due payments
or (b) the current balance of the receivable on the servicer's records,
depending upon the type of receivable. Totals may not add to 100% due to
rounding.

S-13
<PAGE>
COMPOSITION OF THE RECEIVABLES
AS OF THE INITIAL CUTOFF DATE

<TABLE>
<CAPTION>
WEIGHTED WEIGHTED AVERAGE
AVERAGE AGGREGATE STATISTICAL NUMBER OF WEIGHTED AVERAGE AVERAGE STATISTICAL
APR CONTRACT VALUE RECEIVABLES REMAINING TERM ORIGINAL TERM CONTRACT VALUE
-------- --------------------- ----------- ---------------- ------------- --------------
<C> <C> <C> <S> <C> <C>
8.629% $501,087,712.93 23,614 47.52 months 51.34 months $21,219.94
</TABLE>

DISTRIBUTION BY RECEIVABLE TYPE OF THE RECEIVABLES POOL

<TABLE>
<CAPTION>
PERCENT OF
AGGREGATE AGGREGATE
NUMBER OF STATISTICAL STATISTICAL
RECEIVABLE TYPE RECEIVABLES CONTRACT VALUE CONTRACT VALUE
--------------- ----------- --------------- --------------
<S> <C> <C> <C>
Retail Installment Contracts.......... 23,295 $485,696,937.33 96.93%
Finance Leases........................ 319 15,390,775.60 3.07
------ --------------- ------
Total............................. 23,614 $501,087,712.93 100.00%
====== =============== ======
</TABLE>

DISTRIBUTION BY CONTRACT ANNUAL PERCENTAGE RATE OF THE RECEIVABLES
AS OF THE INITIAL CUTOFF DATE

<TABLE>
<CAPTION>
PERCENT OF
AGGREGATE AGGREGATE
NUMBER OF STATISTICAL STATISTICAL
CONTRACT APR RANGE RECEIVABLES CONTRACT VALUE CONTRACT VALUE
------------------ ----------- --------------- --------------
<S> <C> <C> <C>
3.000% to 3.999%...................... 293 $ 8,542,953.35 1.70%
4.000% to 4.999%...................... 865 20,627,245.64 4.12
5.000% to 5.999%...................... 1,173 38,777,991.84 7.74
6.000% to 6.999%...................... 1,911 56,847,035.31 11.34
7.000% to 7.999%...................... 4,923 95,436,985.73 19.05
8.000% to 8.999%...................... 2,055 52,317,722.63 10.44
9.000% to 9.999%...................... 1,493 51,271,355.01 10.23
10.000% to 10.999%.................... 2,592 88,228,907.92 17.61
11.000% to 11.999%.................... 4,268 56,310,836.57 11.24
12.000% to 12.999%.................... 3,547 28,657,563.06 5.72
13.000% to 13.999%.................... 319 2,714,081.42 0.54
14.000% to 14.999%.................... 124 962,124.45 0.19
15.000% to 15.999%.................... 44 349,690.62 0.07
16.000% to 16.999%.................... 5 36,176.09 0.01
17.000% to 17.999%.................... 2 7,043.29 0.00
------ --------------- ------
Total............................. 23,614 $501,087,712.93 100.00%
====== =============== ======
</TABLE>

S-14
<PAGE>
DISTRIBUTION BY EQUIPMENT TYPE OF THE RECEIVABLES
AS OF THE INITIAL CUTOFF DATE

<TABLE>
<CAPTION>
PERCENT OF
AGGREGATE AGGREGATE
NUMBER OF STATISTICAL STATISTICAL
TYPE RECEIVABLES CONTRACT VALUE CONTRACT VALUE
---- ----------- --------------- --------------
<S> <C> <C> <C>
Agricultural
New................................. 8,844 $168,634,218.00 33.65%
Used................................ 8,214 158,507,172.81 31.63
Construction
New................................. 4,418 121,360,140.83 24.22
Used................................ 2,138 52,586,181.29 10.49
------ --------------- ------
Total............................. 23,614 $501,087,712.93 100.00%
====== =============== ======
</TABLE>

DISTRIBUTION BY PAYMENT FREQUENCY OF THE RECEIVABLES
AS OF THE INITIAL CUTOFF DATE

<TABLE>
<CAPTION>
PERCENT OF
AGGREGATE AGGREGATE
NUMBER OF STATISTICAL STATISTICAL
FREQUENCY RECEIVABLES CONTRACT VALUE CONTRACT VALUE
--------- ----------- ---------------- --------------
<S> <C> <C> <C>
Annual(1)........................... 8,836 $203,845,168.95 40.68%
Semiannual.......................... 922 23,141,183.90 4.62
Quarterly........................... 219 4,891,393.78 0.98
Monthly............................. 13,406 262,764,722.42 52.44
Irregular........................... 231 6,445,243.88 1.29
------ --------------- ------
Total........................... 23,614 $501,087,712.93 100.00%
====== =============== ======
</TABLE>

---------------------

(1) Approximately 4.37%, 2.23%, 3.42%, 5.71%, 12.55%, 20.17%, 17.11%, 12.87%,
7.74%, 3.04%, 4.63% and 6.18%, of the annual receivables have scheduled
payments relating to the payment dates in January, February, March, April,
May, June, July, August, September, October, November and December,
respectively.

S-15
<PAGE>
DISTRIBUTION BY CURRENT CONTRACT VALUE OF THE RECEIVABLES
AS OF THE INITIAL CUTOFF DATE

<TABLE>
<CAPTION>
PERCENT OF
AGGREGATE AGGREGATE
NUMBER OF STATISTICAL STATISTICAL
STATISTICAL CONTRACT VALUE RANGE RECEIVABLES CONTRACT VALUE CONTRACT VALUE
-------------------------------- ----------- --------------- --------------
<S> <C> <C> <C>
Up to $4,999.99....................... 3,844 $ 12,264,691.82 2.45%
5,000.00 to 9,999.99.................. 5,038 36,924,985.96 7.37
10,000.00 to 14,999.99................ 4,039 50,307,724.67 10.04
15,000.00 to 19,999.99................ 3,078 53,154,951.12 10.61
20,000.00 to 24,999.99................ 1,766 39,302,527.93 7.84
25,000.00 to 29,999.99................ 1,090 29,807,292.27 5.95
30,000.00 to 34,999.99................ 843 27,251,601.42 5.44
35,000.00 to 39,999.99................ 693 25,943,561.88 5.18
40,000.00 to 44,999.99................ 551 23,359,892.33 4.66
45,000.00 to 49,999.99................ 484 22,983,828.07 4.59
50,000.00 to 54,999.99................ 428 22,417,815.83 4.47
55,000.00 to 59,999.99................ 325 18,666,039.69 3.73
60,000.00 to 64,999.99................ 245 15,277,779.74 3.05
65,000.00 to 69,999.99................ 187 12,606,749.84 2.52
70,000.00 to 74,999.99................ 143 10,335,362.43 2.06
75,000.00 to 99,999.99................ 448 38,526,848.71 7.69
100,000.00 to 199,999.99.............. 364 46,151,150.71 9.21
200,000.00 to 299,999.99.............. 30 7,164,292.06 1.43
300,000.00 to 399,999.99.............. 7 2,358,094.91 0.47
400,000.00 to 499,999.99.............. 5 2,181,194.24 0.44
500,000.00 to 599,999.99.............. 2 1,046,012.01 0.21
600,000.00 to 699,999.99.............. 3 1,864,556.13 0.37
700,000.00 and over................... 1 1,190,759.16 0.24
------ --------------- ------
Total............................. 23,614 $501,087,712.93 100.00%
====== =============== ======
</TABLE>

S-16
<PAGE>
GEOGRAPHIC DISTRIBUTION OF THE RECEIVABLES
AS OF THE INITIAL CUTOFF DATE

<TABLE>
<CAPTION>
PERCENT OF
AGGREGATE
STATISTICAL
STATE(1) CONTRACT VALUE
-------- --------------
<S> <C>
Alabama..................................................... 1.00%
Alaska...................................................... 0.11
Arizona..................................................... 1.20
Arkansas.................................................... 4.14
California.................................................. 4.24
Colorado.................................................... 1.90
Connecticut................................................. 0.50
Delaware.................................................... 0.41
District of Columbia........................................ 0.01
Florida..................................................... 2.11
Georgia..................................................... 2.95
Hawaii...................................................... 0.24
Idaho....................................................... 1.81
Illinois.................................................... 3.99
Indiana..................................................... 2.85
Iowa........................................................ 3.26
Kansas...................................................... 2.92
Kentucky.................................................... 1.87
Louisiana................................................... 1.69
Maine....................................................... 0.56
Maryland.................................................... 1.77
Massachusetts............................................... 0.56
Michigan.................................................... 3.14
Minnesota................................................... 3.41
Mississippi................................................. 1.99
Missouri.................................................... 2.62
Montana..................................................... 1.29
Nebraska.................................................... 1.81
Nevada...................................................... 0.64
New Hampshire............................................... 0.41
New Jersey.................................................. 1.23
New Mexico.................................................. 0.48
New York.................................................... 4.17
North Carolina.............................................. 2.57
North Dakota................................................ 2.19
Ohio........................................................ 3.46
Oklahoma.................................................... 1.97
Oregon...................................................... 2.40
Pennsylvania................................................ 4.15
Rhode Island................................................ 0.11
South Carolina.............................................. 1.38
South Dakota................................................ 2.69
Tennessee................................................... 2.13
Texas....................................................... 7.04
Utah........................................................ 0.69
Vermont..................................................... 0.58
Virginia.................................................... 1.90
Washington.................................................. 1.80
West Virginia............................................... 0.35
Wisconsin................................................... 2.71
Wyoming..................................................... 0.60
------
Total................................................... 100.00%
======
</TABLE>

--------------------------

(1) Based upon billing addresses of the obligors.

S-17
<PAGE>
DELINQUENCIES, REPOSSESSIONS, AND NET LOSSES

Set forth below is certain combined information concerning the credit
companies' experience pertaining to the entire portfolios of United States
retail agricultural, construction, forestry, truck and other equipment
receivables that they service. This information includes receivables previously
sold to trusts under prior asset-backed securitizations and excludes leases
originated by New Holland Credit.

Recently, delinquencies, repossessions and net losses have increased as a
result of:

- A decrease in the number of retail agricultural receivables included in
the credit companies' portfolio due to the continued decline in the global
agricultural market and the ongoing overall economic uncertainties in
several emerging markets, combined with a substantial drop year-over-year
of commodity prices and exports of farm commodities, affecting large-scale
production agriculture.

- A related increase in retail construction receivables, which have
traditionally had higher losses than agricultural receivables, as a
percentage of the credit companies' serviced portfolio.

- The credit companies' financing of non-CNH dealers on non-CNH equipment,
which has initially resulted in higher losses than the credit companies
have traditionally incurred in connection with financing of CNH dealers.

Delinquencies, repossessions and net losses on agricultural contracts may be
affected by weather conditions such as flood and drought, commodity market
prices and the level of farmers' income. Delinquencies, repossessions and net
losses on construction contracts may be affected by interest rates, housing
starts and consumer confidence. There can be no assurance that the delinquency,
repossession and net loss experience on the receivables of the trust will be
comparable to that set forth below.

S-18
<PAGE>
DELINQUENCY EXPERIENCE(1)

<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------------------------------------------------------------------------------
1999 1998 1997 1996
-------------------- -------------------- -------------------- --------------------
NUMBER NUMBER NUMBER NUMBER
OF OF OF OF
CONTRACTS AMOUNT CONTRACTS AMOUNT CONTRACTS AMOUNT CONTRACTS AMOUNT
--------- -------- --------- -------- --------- -------- --------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio........................ 285,205 $6,335.0 280,410 $5,790.7 248,524 $5,029.0 246,840 $4,439.4
Period of Delinquency
31-60 days..................... 6,028 178.6 5,469 153.0 5,014 114.6 4,172 90.9
60 Days or More................ 6,027 238.1 4,415 163.1 3,286 81.4 2,428 52.4
------- -------- ------- -------- ------- -------- ------- --------
Total Delinquencies.............. 12,055 $ 416.7 9,884 $ 316.1 8,300 $ 196.0 6,600 $ 143.3
Total Delinquencies as a Percent
of the Portfolio............... 4.23% 6.58% 3.52% 5.46% 3.34% 3.90% 2.67% 3.23%
</TABLE>

<TABLE>
<CAPTION>
AT JUNE 30,
-------------------------------------------
2000 1999
-------------------- --------------------
NUMBER NUMBER
OF OF
CONTRACTS AMOUNT CONTRACTS AMOUNT
--------- -------- --------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio........................ 286,827 $6,420.3 278,049 $6,147.0
Period of Delinquency
31-60 days..................... 5,801 148.3 5,525 146.1
60 Days or More................ 5,220 223.1 5,144 197.0
------- -------- ------- --------
Total Delinquencies.............. 11,021 $ 371.4 10,669 $ 343.1
Total Delinquencies as a Percent
of the Portfolio............... 3.84% 5.78% 3.84% 5.58%
</TABLE>

---------------------

(1) Precomputed receivables are recorded based on the gross amount scheduled to
be paid on the receivable, including unearned finance and other charges.
Simple interest receivables are recorded based on the net amount scheduled
to be paid on the receivable. The information in the table includes an
immaterial amount of receivables relating to equipment other than
agricultural, forestry, truck and construction equipment and includes the
receivables that remained with Tenneco Credit Corporation and previously
sold contracts that the credit companies continue to service.

S-19
<PAGE>
CREDIT LOSS/REPOSSESSION EXPERIENCE(1)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------------------- -------------------
1999 1998 1997 1996 2000 1999
-------- -------- -------- -------- -------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Average Gross Portfolio Outstanding During
the Period................................
$6,062.8 $5,409.8 $4,734.1 $4,253.6 $6,377.7 $5,968.8
Repossessions as a Percent of Average Gross
Portfolio Outstanding..................... 1.73% 1.29% 1.35% 1.33% 2.23% 2.96%
Net Losses as a Percent of
Liquidations(2)(3)(4)..................... 1.45% 0.62% 0.48% 0.38% 3.50% 0.98%
Net Losses as a Percent of Average Gross
Portfolio Outstanding(2)(3)(5)............ 0.76% 0.33% 0.27% 0.20% 1.61% 0.48%
</TABLE>

---------------------

(2) A portion of the contracts provide for recourse to dealers. Approximately
12%, 15%, 23%, 23%, 10% and 14% of the aggregate amounts scheduled to be
paid on the contracts acquired during the years ended December 31, 1999,
1998, 1997 and 1996 and the six months ended June 30, 2000 and 1999,
respectively, provide for recourse to dealers (excluding some contracts
which provide for partial recourse to dealers through the dealers' reserve
accounts). In the event of defaults by the obligor under any such contract,
the dealer is required to repurchase the contract for an amount generally
equal to all amounts due and unpaid thereunder. As a result, any losses
under any such contract are incurred by the dealer.

(3) Net losses are equal to the aggregate of the principal balances of all
contracts (plus accrued but unpaid interest thereon) that are determined to
be uncollectible in the period, less any recoveries on contracts charged off
in the period or any prior periods, excluding any losses resulting from
repossession expenses and excluding any recoveries from dealers' reserve
accounts.

(4) Liquidations represent a reduction in the outstanding balances of the
contracts as a result of cash payments and charge-offs.

(5) Percentages have been annualized for the six months ended June 30, 2000 and
June 30, 1999, and are not necessarily indicative of the experience for the
year.

The credit companies had recourse to dealers on a portion of the contracts.
This recourse was among the facts taken into consideration in determining the
principal

S-20
<PAGE>
balance of the certificates and the required spread account balance. In the
event of a dealer's bankruptcy, a bankruptcy trustee, a creditor or the dealer
as debtor in possession might attempt to characterize recourse sales of
contracts as loans to the dealer secured by the contracts. Such an attempt, if
successful, could result in payment delays or losses on the affected
receivables.

The losses shown above have been determined in accordance with the policies
of Case Credit and New Holland Credit. It is the policy of Case Credit to treat
each receivable that is over 120 days past due as nonperforming and to review
each of these receivable on a case-by-case basis to determine the amount and
need for charge-off. New Holland Credit recognizes an estimated loss once a
receivable has become more than 120 days past due. Once the receivable is
liquidated that estimated loss is adjusted to reflect the actual loss on the
receivable. For purposes of the trust, however, losses are recognized when a
receivable is liquidated by the servicer through the sale of or other
disposition of the related equipment, if any, or when the servicer, has, after
using all reasonable efforts to realize upon the related equipment determined to
charge-off the receivable without realizing upon the related equipment.

WEIGHTED AVERAGE LIFE OF THE NOTES

As the rate of payment of principal of the notes depends primarily on the
rate of payment (including prepayments) of the principal balance of the
receivables, final payment of each class of notes could occur significantly
earlier than the final maturity date for that class. You will bear the risk of
being able to reinvest principal payments on your notes at yields at least equal
to the yield on your notes.

Prepayments on retail installment sale contracts can be measured relative to
a prepayment standard or model. The model used in this prospectus supplement is
based on a constant prepayment rate ("CPR"). CPR is determined by the percentage
of principal outstanding at the beginning of a period that prepays during that
period, stated as an annualized rate. The CPR prepayment model, like any
prepayment model, does not purport to be either an historical description of
prepayment experience or a prediction of the anticipated rate of prepayment.

The tables on pages S-23, S-24 and S-25 have been prepared on the basis of
certain assumptions, including that: (a) the receivables prepay in full at the
specified monthly CPR and neither we nor the servicer are required to purchase
any receivables from the trust, (b) each scheduled payment on the receivables is
made on the last day of each calendar month, (c) distributions are made on each
payment date in respect of the notes in accordance with the description set
forth under "Description of the Transaction Agreements--Distributions," (d) the
balance in the spread account on any day is equal to the required spread account
balance, (e) the balance in the principal supplement account on any day is equal
to the Required Principal Supplement Account Balance, (f) the closing date
occurs on September 21, 2000 and (g) the servicer exercises its option to
purchase the receivables on the earliest permitted payment date. The table
indicates the projected weighted average life of

S-21
<PAGE>
each class of notes and sets forth the percent of the initial principal balance
of each class of notes that is projected to be outstanding after each of the
payment dates shown at various CPR percentages.

The table also assumes that the receivables have been aggregated into four
hypothetical pools with all of the receivables within each pool having the
following characteristics:

<TABLE>
<CAPTION>
AGGREGATE WEIGHTED ASSUMED
POOL CONTRACT VALUE AVERAGE APR CUTOFF DATE
---- ----------------- ----------- ------------------
<S> <C> <C> <C>
1.................... $ 500,031,600.51 8.629% August 31, 2000
2.................... 151,900,000.00 8.629 September 30, 2000
3.................... 169,300.000.00 8.629 October 31, 2000
4.................... 178,768,399.49 8.629 November 30, 2000
----------------- ------
$ 1,000,000,000 8.629%
================= ======
</TABLE>

Hypothetical pool 1 has the same Contract Value and cashflow characteristics
as the initial receivables. Hypothetical pools 2, 3 and 4 have a Contract Value
equal in the aggregate to the amount deposited in the trust's pre-funding
account. The cash flow characteristics of hypothetical pools 2, 3 and 4 are
proportionately identical to those of hypothetical pool 1.

The information included in the following tables represents forward-looking
statements and involves risks and uncertainties that could cause actual results
to differ materially from those in the forward-looking statements. The actual
characteristics and performance of the receivables will differ from the
assumptions used in constructing the tables on pages S-23, S-24 and S-25. The
assumptions used are hypothetical and have been provided only to give a general
sense of how the principal cash flows might behave under varying prepayment
scenarios. For example, it is highly unlikely that the receivables will prepay
at a constant CPR until maturity or that all of the receivables will prepay at
the same CPR. Similarly, the aggregate Contract Value of additional receivables
may be less than the amount deposited in the trust's pre-funding account.
Moreover, the diverse terms of receivables within each of the four hypothetical
pools could produce slower or faster principal distributions than indicated in
the table at the various CPR specified. Any difference between those assumptions
and the actual characteristics and performance of the receivables, or actual
prepayment experience, will affect the percentages of initial balances
outstanding over time and the weighted average lives of the notes.

S-22
<PAGE>
PERCENT OF INITIAL PRINCIPAL AMOUNT OF THE NOTES AT VARIOUS CPR PERCENTAGES
<TABLE>
<CAPTION>
A-1 NOTES A-2 NOTES
---------------------------------------------------- -------------------
PAYMENT DATE 0% 13% 15% 17% 19% 0% 13%
------------ -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Closing Date..................................... 100 100 100 100 100 100 100
October, 2000.................................... 92 87 87 86 85 100 100
November, 2000................................... 83 73 71 69 67 100 100
December, 2000................................... 71 53 50 47 44 100 100
January, 2001.................................... 55 28 24 19 14 100 100
February, 2001................................... 41 6 0 0 0 100 100
March, 2001...................................... 28 0 0 0 0 100 95
April, 2001...................................... 15 0 0 0 0 100 89
May, 2001........................................ 2 0 0 0 0 100 83
June, 2001....................................... 0 0 0 0 0 95 76
July, 2001....................................... 0 0 0 0 0 89 67
August, 2001..................................... 0 0 0 0 0 82 58
September, 2001.................................. 0 0 0 0 0 74 48
October, 2001.................................... 0 0 0 0 0 67 40
November, 2001................................... 0 0 0 0 0 62 33
December, 2001................................... 0 0 0 0 0 57 27
January, 2002.................................... 0 0 0 0 0 52 21
February, 2002................................... 0 0 0 0 0 48 16
March, 2002...................................... 0 0 0 0 0 44 11
April, 2002...................................... 0 0 0 0 0 40 6
May, 2002........................................ 0 0 0 0 0 37 2
June, 2002....................................... 0 0 0 0 0 31 0
July, 2002....................................... 0 0 0 0 0 24 0
August, 2002..................................... 0 0 0 0 0 17 0
September, 2002.................................. 0 0 0 0 0 9 0
October, 2002.................................... 0 0 0 0 0 3 0
November, 2002................................... 0 0 0 0 0 0 0
December, 2002................................... 0 0 0 0 0 0 0
January, 2003.................................... 0 0 0 0 0 0 0
February, 2003................................... 0 0 0 0 0 0 0
March, 2003...................................... 0 0 0 0 0 0 0
April, 2003...................................... 0 0 0 0 0 0 0
May, 2003........................................ 0 0 0 0 0 0 0
June, 2003....................................... 0 0 0 0 0 0 0
July, 2003....................................... 0 0 0 0 0 0 0
August, 2003..................................... 0 0 0 0 0 0 0
September, 2003.................................. 0 0 0 0 0 0 0
October, 2003.................................... 0 0 0 0 0 0 0
November, 2003................................... 0 0 0 0 0 0 0
December, 2003................................... 0 0 0 0 0 0 0
January, 2004.................................... 0 0 0 0 0 0 0
February, 2004................................... 0 0 0 0 0 0 0
March, 2004...................................... 0 0 0 0 0 0 0
April, 2004...................................... 0 0 0 0 0 0 0
May, 2004........................................ 0 0 0 0 0 0 0
June, 2004....................................... 0 0 0 0 0 0 0
July, 2004....................................... 0 0 0 0 0 0 0
August, 2004..................................... 0 0 0 0 0 0 0
September, 2004.................................. 0 0 0 0 0 0 0
October, 2004.................................... 0 0 0 0 0 0 0
November, 2004................................... 0 0 0 0 0 0 0
December, 2004................................... 0 0 0 0 0 0 0
January, 2005.................................... 0 0 0 0 0 0 0
Weighted Average Life (years).................... 0.39 0.27 0.26 0.25 0.24 1.43 1.04

<CAPTION>
A-2 NOTES
------------------------------
PAYMENT DATE 15% 17% 19%
------------ -------- -------- --------
<S> <C> <C> <C>
Closing Date..................................... 100 100 100
October, 2000.................................... 100 100 100
November, 2000................................... 100 100 100
December, 2000................................... 100 100 100
January, 2001.................................... 100 100 100
February, 2001................................... 100 98 96
March, 2001...................................... 93 91 89
April, 2001...................................... 87 84 81
May, 2001........................................ 80 77 74
June, 2001....................................... 72 69 66
July, 2001....................................... 63 60 56
August, 2001..................................... 54 50 46
September, 2001.................................. 44 40 37
October, 2001.................................... 36 32 28
November, 2001................................... 29 25 21
December, 2001................................... 23 18 14
January, 2002.................................... 17 12 8
February, 2002................................... 11 7 2
March, 2002...................................... 6 1 0
April, 2002...................................... 1 0 0
May, 2002........................................ 0 0 0
June, 2002....................................... 0 0 0
July, 2002....................................... 0 0 0
August, 2002..................................... 0 0 0
September, 2002.................................. 0 0 0
October, 2002.................................... 0 0 0
November, 2002................................... 0 0 0
December, 2002................................... 0 0 0
January, 2003.................................... 0 0 0
February, 2003................................... 0 0 0
March, 2003...................................... 0 0 0
April, 2003...................................... 0 0 0
May, 2003........................................ 0 0 0
June, 2003....................................... 0 0 0
July, 2003....................................... 0 0 0
August, 2003..................................... 0 0 0
September, 2003.................................. 0 0 0
October, 2003.................................... 0 0 0
November, 2003................................... 0 0 0
December, 2003................................... 0 0 0
January, 2004.................................... 0 0 0
February, 2004................................... 0 0 0
March, 2004...................................... 0 0 0
April, 2004...................................... 0 0 0
May, 2004........................................ 0 0 0
June, 2004....................................... 0 0 0
July, 2004....................................... 0 0 0
August, 2004..................................... 0 0 0
September, 2004.................................. 0 0 0
October, 2004.................................... 0 0 0
November, 2004................................... 0 0 0
December, 2004................................... 0 0 0
January, 2005.................................... 0 0 0
Weighted Average Life (years).................... 1.00 0.95 0.91
</TABLE>

------------------------------

(1) The weighted average life of an A-1 Note or A-2 Note is determined by:
(a) multiplying the amount of each principal payment on the applicable note
by the number of years from the date of issuance of such note to the related
payment date, (b) adding the results, and (c) dividing the sum by the
related initial principal amount of such note.

THIS TABLE HAS BEEN PREPARED BASED ON THE ASSUMPTIONS DESCRIBED ON
PAGES S-21 AND S-22 (INCLUDING THE ASSUMPTIONS REGARDING THE CHARACTERISTICS AND
PERFORMANCE OF THE RECEIVABLES, WHICH WILL DIFFER FROM THE ACTUAL
CHARACTERISTICS AND PERFORMANCE THEREOF) AND SHOULD BE READ IN CONJUNCTION
THEREWITH.

S-23
<PAGE>
PERCENT OF INITIAL PRINCIPAL AMOUNT OF THE NOTES AT VARIOUS CPR PERCENTAGES
<TABLE>
<CAPTION>
A-3 NOTES A-4 NOTES
---------------------------------------------------- -------------------
PAYMENT DATE 0% 13% 15% 17% 19% 0% 13%
------------ -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Closing Date..................................... 100 100 100 100 100 100 100
October, 2000.................................... 100 100 100 100 100 100 100
November, 2000................................... 100 100 100 100 100 100 100
December, 2000................................... 100 100 100 100 100 100 100
January, 2001.................................... 100 100 100 100 100 100 100
February, 2001................................... 100 100 100 100 100 100 100
March, 2001...................................... 100 100 100 100 100 100 100
April, 2001...................................... 100 100 100 100 100 100 100
May, 2001........................................ 100 100 100 100 100 100 100
June, 2001....................................... 100 100 100 100 100 100 100
July, 2001....................................... 100 100 100 100 100 100 100
August, 2001..................................... 100 100 100 100 100 100 100
September, 2001.................................. 100 100 100 100 100 100 100
October, 2001.................................... 100 100 100 100 100 100 100
November, 2001................................... 100 100 100 100 100 100 100
December, 2001................................... 100 100 100 100 100 100 100
January, 2002.................................... 100 100 100 100 100 100 100
February, 2002................................... 100 100 100 100 100 100 100
March, 2002...................................... 100 100 100 100 95 100 100
April, 2002...................................... 100 100 100 95 88 100 100
May, 2002........................................ 100 100 95 87 80 100 100
June, 2002....................................... 100 94 86 79 72 100 100
July, 2002....................................... 100 84 76 69 62 100 100
August, 2002..................................... 100 73 66 58 51 100 100
September, 2002.................................. 100 62 55 48 41 100 100
October, 2002.................................... 100 54 46 39 33 100 100
November, 2002................................... 97 46 39 32 26 100 100
December, 2002................................... 91 40 33 26 19 100 100
January, 2003.................................... 84 34 27 20 13 100 100
February, 2003................................... 79 28 21 14 8 100 100
March, 2003...................................... 73 23 16 9 3 100 100
April, 2003...................................... 68 17 11 4 0 100 100
May, 2003........................................ 62 12 5 0 0 100 100
June, 2003....................................... 55 6 0 0 0 100 100
July, 2003....................................... 45 0 0 0 0 100 98
August, 2003..................................... 34 0 0 0 0 100 89
September, 2003.................................. 24 0 0 0 0 100 80
October, 2003.................................... 16 0 0 0 0 100 73
November, 2003................................... 9 0 0 0 0 100 68
December, 2003................................... 4 0 0 0 0 100 64
January, 2004.................................... 0 0 0 0 0 99 59
February, 2004................................... 0 0 0 0 0 94 55
March, 2004...................................... 0 0 0 0 0 89 52
April, 2004...................................... 0 0 0 0 0 85 48
May, 2004........................................ 0 0 0 0 0 80 45
June, 2004....................................... 0 0 0 0 0 74 41
July, 2004....................................... 0 0 0 0 0 66 35
August, 2004..................................... 0 0 0 0 0 58 0
September, 2004.................................. 0 0 0 0 0 50 0
October, 2004.................................... 0 0 0 0 0 43 0
November, 2004................................... 0 0 0 0 0 39 0
December, 2004................................... 0 0 0 0 0 35 0
January, 2005.................................... 0 0 0 0 0 0 0
Weighted Average Life (years).................... 2.77 2.21 2.13 2.05 1.98 3.99 3.49

<CAPTION>
A-4 NOTES
------------------------------
PAYMENT DATE 15% 17% 19%
------------ -------- -------- --------
<S> <C> <C> <C>
Closing Date..................................... 100 100 100
October, 2000.................................... 100 100 100
November, 2000................................... 100 100 100
December, 2000................................... 100 100 100
January, 2001.................................... 100 100 100
February, 2001................................... 100 100 100
March, 2001...................................... 100 100 100
April, 2001...................................... 100 100 100
May, 2001........................................ 100 100 100
June, 2001....................................... 100 100 100
July, 2001....................................... 100 100 100
August, 2001..................................... 100 100 100
September, 2001.................................. 100 100 100
October, 2001.................................... 100 100 100
November, 2001................................... 100 100 100
December, 2001................................... 100 100 100
January, 2002.................................... 100 100 100
February, 2002................................... 100 100 100
March, 2002...................................... 100 100 100
April, 2002...................................... 100 100 100
May, 2002........................................ 100 100 100
June, 2002....................................... 100 100 100
July, 2002....................................... 100 100 100
August, 2002..................................... 100 100 100
September, 2002.................................. 100 100 100
October, 2002.................................... 100 100 100
November, 2002................................... 100 100 100
December, 2002................................... 100 100 100
January, 2003.................................... 100 100 100
February, 2003................................... 100 100 100
March, 2003...................................... 100 100 100
April, 2003...................................... 100 100 98
May, 2003........................................ 100 99 92
June, 2003....................................... 99 92 86
July, 2003....................................... 91 85 78
August, 2003..................................... 83 77 71
September, 2003.................................. 75 69 64
October, 2003.................................... 68 63 57
November, 2003................................... 63 58 53
December, 2003................................... 58 54 49
January, 2004.................................... 54 50 45
February, 2004................................... 51 46 42
March, 2004...................................... 47 43 39
April, 2004...................................... 44 39 35
May, 2004........................................ 40 36 32
June, 2004....................................... 36 33 0
July, 2004....................................... 0 0 0
August, 2004..................................... 0 0 0
September, 2004.................................. 0 0 0
October, 2004.................................... 0 0 0
November, 2004................................... 0 0 0
December, 2004................................... 0 0 0
January, 2005.................................... 0 0 0
Weighted Average Life (years).................... 3.41 3.35 3.27
</TABLE>

------------------------------

(1) The weighted average life of an A-3 Note or A-4 Note is determined by:
(a) multiplying the amount of each principal payment on the applicable note
by the number of years from the date of issuance of the note to the related
payment date, (b) adding the results, and (c) dividing the sum by the
related initial principal amount of the note.

S-24
<PAGE>
PERCENT OF INITIAL PRINCIPAL AMOUNT OF THE NOTES AT VARIOUS CPR PERCENTAGES

<TABLE>
<CAPTION>
B NOTES
----------------------------------------------------
PAYMENT DATE 0% 13% 15% 17% 19%
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Closing Date................................................ 100 100 100 100 100
October, 2000............................................... 100 99 99 98 98
November, 2000.............................................. 100 97 97 97 96
December, 2000.............................................. 100 95 94 94 94
January, 2001............................................... 100 92 91 91 90
February, 2001.............................................. 100 89 89 88 87
March, 2001................................................. 100 87 86 85 85
April, 2001................................................. 100 85 84 83 82
May, 2001................................................... 100 83 81 80 79
June, 2001.................................................. 100 80 79 77 76
July, 2001.................................................. 85 77 75 74 73
August, 2001................................................ 82 73 72 70 69
September, 2001............................................. 79 70 68 67 65
October, 2001............................................... 77 67 65 64 62
November, 2001.............................................. 75 64 63 61 60
December, 2001.............................................. 73 62 60 59 57
January, 2002............................................... 71 60 58 56 55
February, 2002.............................................. 70 58 56 54 53
March, 2002................................................. 68 56 54 52 51
April, 2002................................................. 67 54 52 51 49
May, 2002................................................... 65 53 51 49 47
June, 2002.................................................. 64 50 48 47 45
July, 2002.................................................. 61 48 46 44 42
August, 2002................................................ 58 45 43 41 40
September, 2002............................................. 55 42 41 39 37
October, 2002............................................... 53 40 38 37 35
November, 2002.............................................. 51 38 36 35 33
December, 2002.............................................. 50 37 35 33 31
January, 2003............................................... 48 35 33 32 30
February, 2003.............................................. 47 34 32 30 28
March, 2003................................................. 45 32 31 29 27
April, 2003................................................. 44 31 29 28 26
May, 2003................................................... 42 30 28 26 25
June, 2003.................................................. 40 28 26 25 23
July, 2003.................................................. 38 26 24 23 21
August, 2003................................................ 35 24 22 21 19
September, 2003............................................. 33 22 20 19 18
October, 2003............................................... 30 20 19 17 16
November, 2003.............................................. 29 19 18 16 15
December, 2003.............................................. 28 18 16 15 14
January, 2004............................................... 26 17 15 14 13
February, 2004.............................................. 25 16 15 13 12
March, 2004................................................. 24 15 14 13 12
April, 2004................................................. 23 14 13 12 11
May, 2004................................................... 22 13 12 11 10
June, 2004.................................................. 20 12 11 10 0
July, 2004.................................................. 18 11 0 0 0
August, 2004................................................ 16 0 0 0 0
September, 2004............................................. 14 0 0 0 0
October, 2004............................................... 13 0 0 0 0
November, 2004.............................................. 12 0 0 0 0
December, 2004.............................................. 11 0 0 0 0
January, 2005............................................... 0 0 0 0 0
Weighted Average Life (years)............................... 2.39 1.91 1.85 1.80 1.74
</TABLE>

------------------------------

(1) The weighted average life of a Class B Note is determined by:
(a) multiplying the amount of each principal payment on the applicable note
by the number of years from the date of issuance of the note to the related
payment date, (b) adding the results, and (c) dividing the sum by the
related initial principal amount of the note.

S-25
<PAGE>
DESCRIPTION OF THE NOTES

GENERAL

The following summarizes the material terms of the notes offered hereby and
the indenture pursuant to which they will be issued. The summary does not
purport to be complete and is qualified in its entirety by reference to the
provisions of the notes and the indenture. The following summary supplements the
description of the general terms and provisions of the notes of any given series
and the related indenture set forth in the prospectus.

PAYMENTS OF INTEREST

Interest on the notes will be payable monthly on each payment date,
commencing October 16, 2000, except that interest on the A-1 Notes will also be
paid on October 12, 2001 if any A-1 Notes remain outstanding after the September
2001 payment date. Interest will accrue for each class of notes during each
interest period at the applicable interest rate. The interest period applicable
to any payment date will be the period from and including the preceding payment
date (or, in the case of the initial payment date, from and including the
closing date) to but excluding that payment date. Interest on the A-1 Notes will
be calculated on the basis of the actual number of days in the applicable
interest period and a 360-day year. Interest on the other notes will be
calculated on the basis of a 360-day year of twelve 30-day months.

If the trust does not pay the full amount of interest due on any class of
notes on any payment date, the amount of interest not paid will be due on the
next payment date and will itself accrue interest, to the extent permitted by
law, at a rate per annum equal to the interest rate on that class of notes from
that payment date to but excluding the payment date on which that interest is
paid.

If the amount of interest on the Class A Notes payable on any payment date
exceeds the amounts available on that date, the holders of Class A Notes will
receive their ratable share (based upon the total amount of interest due to each
of them) of the amount available to be distributed in respect of interest on the
Class A Notes.

Interest on the Class B Notes will not be paid on any payment date until
interest on the Class A Notes has been paid in full.

PAYMENTS OF PRINCIPAL

As more fully described below in the definitions of Class A Noteholders'
Monthly Principal Distributable Amount and Class B Noteholders' Monthly
Principal Distributable Amount, principal will be paid on the notes on each
payment date in an amount generally equal to the decrease in the sum of (i) the
Pool Balance and (ii) the amount on deposit in the trust's pre-funding account,
in each case during the prior calendar month. On each payment date, the
principal payments will be allocated among the various classes of notes as
described below.

S-26
<PAGE>
The principal of the Class A Notes will be payable on each payment date,
except that principal on the A-1 Notes will also be paid on October 12, 2001 if
any A-1 Notes remain outstanding after the September 2001 payment date.
Principal payments on the Class A Notes will be payable on each payment date, to
the extent of funds available therefor, in an amount generally equal to the
Class A Noteholders' Monthly Principal Distributable Amount, except that (a) in
no event shall the Class A Noteholders' Monthly Principal Distributable Amount
allocated to any class of Class A Notes exceed the outstanding principal amount
of that class, and (b) on the final maturity date for each class of Class A
Notes, the Class A Noteholders' Monthly Principal Distributable Amount for that
class will include the amount, to the extent of available funds, necessary
(after giving effect to the other amounts to be deposited in the note
distribution account on that payment date and allocable to principal) to reduce
the outstanding principal amount of that class to zero. The Class A Noteholders'
Monthly Principal Distributable Amount will be allocated to the holders of the
various classes of Class A Notes in the following order of priority (beginning
with the highest priority and descending to the lowest): the A-1 Notes, the A-2
Notes, the A-3 Notes and the A-4 Notes. Accordingly, no principal will be paid
on any class of Class A Notes until each class of Class A Notes with a lower
numerical designation has been paid in full (e.g., no principal will be paid on
the A-2 Notes until the A-1 Notes have been paid in full).

The principal of the Class B Notes will be payable on each payment date, to
the extent of funds available therefor, in an amount generally equal to the
Class B Noteholders' Monthly Principal Distributable Amount. However, no
principal payments will be made on the Class B Notes on any payment date until
all amounts payable with respect to the Class A Notes on that payment date have
been paid in full.

After an event of default and acceleration of the notes (and, if any notes
remain outstanding, on and after the final scheduled maturity date for the last
of the notes, as specified below), principal payments will be made first to the
holders of the Class A Notes ratably according to the amounts due and payable on
the Class A Notes for principal until paid in full and then to the Class B
Noteholders until the outstanding principal amount of the Class B Notes has been
paid in full.

The final principal payment with respect to each class of notes is due not
later than the date specified or the payment date in the month specified for
each class below:

<TABLE>
<CAPTION>
CLASS FINAL MATURITY DATE
----- -------------------
<S> <C>
A-1...................................... October 12, 2001
A-2...................................... February, 2004
A-3...................................... March, 2005
A-4...................................... September, 2007
B........................................ September, 2007
</TABLE>

S-27
<PAGE>
Upon any prepayment in full of a receivable, the Contract Value of that
receivable will be reduced to zero. This results in an increment to the targeted
principal distribution amount for the related payment date equal to the full
Contract Value of the prepaid receivable. However, in circumstances where the
Contract Value of the prepaid receivable exceeded its outstanding principal
balance, the principal collected through the prepayment will be less than the
resulting increment to the targeted principal distribution amount by an amount
roughly equal to the excess of the receivable's Contract Value over its
outstanding principal balance immediately prior to the prepayment. This will
generally happen when the annual percentage rate of the prepaid receivable was
greater than the weighted average adjusted annual percentage rate used to
calculate its Contract Value. It may also result from early payments on simple
interest receivables. See "The Receivables Pool."

To the extent necessary to maintain the initial credit ratings on the notes,
funds will be deposited in the trust's principal supplement account each time
the trust buys any additional receivables during the pre-funding period. Any
such funds are intended to cover shortfalls that could result from prepayments
of this type. On each payment date, funds will be withdrawn from the principal
supplement account and included in the funds distributed on that payment date to
cover shortfalls in distributions of interest and principal on the notes (after
giving effect to any withdrawal to be made from the spread account on that
payment date). However, no funds may be required to be deposited into the
principal supplement account, and in any event any required deposit is expected
to be less than the maximum aggregate shortfall that might result if all
receivables of this type prepaid. Therefore, if a significant number of those
receivables prepay, there may be insufficient funds available in the principal
supplement account to cover the resulting shortfall.

As used herein, with respect to any payment date:

"CLASS A NOTEHOLDERS' MONTHLY PRINCIPAL DISTRIBUTABLE AMOUNT" means, for any
payment date (a) on which any principal of the A-1 Notes remains outstanding as
of the related record date, the greater of (1) the aggregate scheduled principal
payments on the receivables received during the prior calendar month and
(2) the excess of (x) the sum of the outstanding principal balance of the
Class A Notes and the certificates minus (y) 95.75% of the sum of (I) the Pool
Balance and (II) any amounts on deposit in the pre-funding account, in each case
as of the end of the immediately preceding calendar month, and (b) after the
payment date on which the A-1 Notes have been reduced to zero, the excess of
(1) the sum of the outstanding principal balance of the Class A Notes and the
certificates minus (2) 95.75% of the sum of (I) the Pool Balance and (II) any
amounts on deposit in the pre-funding account, in each case as of the end of the
immediately preceding calendar month; except that in no event shall the Class A
Noteholders' Monthly Principal Distributable Amount exceed the outstanding
amount of the Class A Notes. For purposes of the calculation of any amount on
deposit in the pre-funding account on any payment date, any amount in the
pre-funding account that is to be paid out on that payment date in

S-28
<PAGE>
connection with the end of the pre-funding period shall be deemed to have been
withdrawn from the pre-funding account as of the first day of the calendar month
immediately preceding that payment date.

"CLASS B NOTEHOLDERS' MONTHLY PRINCIPAL DISTRIBUTABLE AMOUNT" means, for any
payment date, the excess of (1) the sum of the outstanding principal balance of
the Class A Notes (after giving effect to payments on the Class A Notes on that
payment date), the Class B Notes and the certificates minus (2) 100% of the sum
of (x) the Pool Balance and (y) any amounts on deposit in the pre-funding
account, in each case as of the end of the immediately preceding calendar month;
except that (a) in no event shall the Class B Noteholders' Monthly Principal
Distributable Amount exceed the outstanding principal amount of the Class B
Notes, and (b) on the final maturity date for the Class B Notes, the Class B
Noteholders' Monthly Principal Distributable Amount will include the amount, to
the extent of available funds, necessary (after giving effect to the other
amounts to be deposited in the note distribution account on that payment date
and allocable to principal) to reduce the outstanding principal amount of the
Class B Notes to zero. For purposes of the calculation of any amount on deposit
in the pre-funding account on any payment date, any amount in the pre-funding
account that is to be paid out on that payment date in connection with the end
of the pre-funding period shall be deemed to have been withdrawn from the
pre-funding account as of the first day of the calendar month immediately
preceding that payment date.

"POOL BALANCE" means, at any time, the sum of the aggregate Contract Values
of the receivables at the beginning of a calendar month, after giving effect to
all payments received from obligors and any amounts to be remitted by the
servicer or us, as the case may be, with respect to the preceding calendar month
and all losses realized on receivables liquidated during that preceding calendar
month.

CUTOFF DATES

A number of important calculations relating to the receivables will be made
by reference to "cutoff dates" and "calendar months." For instance, the Contract
Value of the initial receivables and each set of additional receivables that we
sell to the trust will be determined as of a related cutoff date. A cutoff date
will be the last day of the calendar month prior to the month during which the
sale takes place.

RECORD DATES

Payments on the notes will be made on each payment date to holders of record
as of the fourteenth day of the calendar month in which the payment date occurs
or, if definitive notes are issued, the close of business on the last day of the
prior calendar month. A special record date of October 11, 2001 will apply for
the special payment date relating to the A-1 Notes.

S-29
<PAGE>
MANDATORY REDEMPTION

On the payment date on or immediately following the last day of the
pre-funding period, any funds remaining in the pre-funding account (after giving
effect to the purchase of all additional receivables, including any receivables
purchased on that date) will be applied to redeem the notes then outstanding in
the same sequence and proportions that would apply if the remaining funds were a
part of the targeted principal distribution amount on that payment date.

OPTIONAL REDEMPTION

Any notes that remain outstanding on any payment date on which the servicer
exercises its clean-up call will be prepaid in whole at the applicable
redemption price on that payment date. The clean-up call cannot be exercised
until the Pool Balance declines to 10% or less of the sum of (i) the Pool
Balance as of the initial cutoff date plus (ii) the aggregate Contract Value of
all additional receivables sold to the trust as of their respective cutoff
dates. The redemption price for any class of notes in connection with any
optional redemption will equal the unpaid principal balance of that class of
notes, plus accrued and unpaid interest thereon.

REGISTRATION OF NOTES

The notes will be cleared through DTC. You may hold your notes through DTC
(in the United States) or Clearstream or Euroclear (in Europe) if you are a
participant of those systems, or indirectly through organizations that are a
participant in those systems.

THE INDENTURE TRUSTEE

Bank One, National Association is the indenture trustee under the indenture
pursuant to which the notes will be issued. Bank One, National Association is a
national banking association, and its corporate trust offices are located at 1
Bank One Plaza, Chicago, Illinois. In the ordinary course of its business, the
indenture trustee and its affiliates have engaged and may in the future engage
in commercial banking or financial advisory transactions with CNH and its
affiliates.

On or prior to each payment date, the indenture trustee will make the
noteholder statement described under "Administrative Information about the
Securities--Reports to Securityholders" in the prospectus for that payment date
available via the indenture trustee's internet website. The indenture trustee's
internet website will be located at "www.abs.bankone.com" or at such other
address as the indenture trustee shall notify the noteholders in the manner
described below. Any person who is unable to access the indenture trustee's
internet website may receive paper copy of the noteholder statements via first
class mail by calling the indenture trustee at (800) 524-9472. The indenture
trustee may change the manner in which the noteholder statements are distributed
or otherwise made available in order to make the circulation of the noteholder
statements more convenient and/or more accessible to the noteholders.

S-30
<PAGE>
The indenture trustee will provide timely and adequate notice to the noteholders
of any change described above. For assistance with the indenture trustee's
internet website, noteholders may call (800) 524-9472.

Pursuant to the Trust Indenture Act, the indenture trustee may be deemed to
have a conflict of interest and be required to resign as trustee for either the
Class A Notes or the Class B Notes if a default occurs under the indenture. The
indenture will provide for a successor trustee to be appointed for one or both
classes of notes in these circumstances, so that there will be separate trustees
for the Class A Notes and the Class B Notes. In these circumstances, the
Class A noteholders and Class B noteholders will continue to vote as a single
group. So long as any amounts remain unpaid with respect to the Class A Notes,
only the trustee for the Class A noteholders will have the right to exercise
remedies under the indenture (but the Class B noteholders will be entitled to
their share of any proceeds of enforcement, subject to the subordination of the
Class B Notes to the Class A Notes as described herein). Upon repayment of the
Class A Notes in full, all rights to exercise remedies under the indenture will
transfer to the trustee for the Class B Notes. Any resignation of the original
indenture trustee as described above with respect to any class of notes will
become effective only upon the appointment of a successor trustee for that class
of notes and the successor's acceptance of that appointment.

DESCRIPTION OF THE CERTIFICATES

On the closing date, the trust will issue $22,500,000 asset-backed
certificates pursuant to the trust agreement. We will initially purchase the
entire principal amount of the certificates. The certificates will bear interest
at the rate of % per annum, except that, during the pre-funding period no
interest will accrue on a percentage of the certificates balance equal to the
pre-funded amount divided by the outstanding Pool Balance.

Distributions of interest and principal on the certificates will be
subordinated in priority of payment to interest and principal due on the notes
to the extent described in this prospectus supplement. Funds on deposit in the
spread account and the principal supplement account will not be available to
cover scheduled payments with respect to the certificates.

DESCRIPTION OF THE TRANSACTION AGREEMENTS

We summarize below some material terms of the agreements under which we will
sell receivables to the trust during the pre-funding period, and under which
Case Credit will agree to service the trust's receivables and administer the
trust. This description supplements the disclosure in the prospectus under the
same heading. The following summary does not include all of the terms of the
agreements and is qualified by reference to the actual agreements.

S-31
<PAGE>
SALES OF RECEIVABLES

In addition to the initial receivables, we expect to sell the trust
additional receivables having an aggregate Contract Value approximately equal to
the amount we will deposit in the trust's pre-funding account. We expect to sell
additional receivables to the trust monthly on dates specified by us during the
pre-funding period. The pre-funding period will begin on the closing date and
end on the earliest of: (a) the day on which the amount on deposit in the
trust's pre-funding account is reduced to less than $100,000, (b) the date on
which an event of default or a servicer default occurs, (c) the date on which an
insolvency event occurs with respect to us or the servicer and (d) the close of
business on the March 2001 payment date.

Upon any sale of additional receivables to the trust:

(1) the Pool Balance will increase in an amount equal to the aggregate
Contract Value of the additional receivables;

(2) an amount equal to 2.00% of the aggregate Contract Value of the
additional receivables will be withdrawn from the pre-funding account and
deposited in the spread account;

(3) if any deposit into the principal supplement account is required,
the necessary funds will be withdrawn from the pre-funding account and
deposited in the principal supplement account; and

(4) an amount equal to the excess of the aggregate Contract Value of the
additional receivables over the sum of the amounts described in clauses
(2) and (3) will be withdrawn from the pre-funding account and paid to us.

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

The servicing fee payable to the servicer will accrue at a rate of 1.00% per
annum on the Pool Balance as of the first day of each calendar month. The
servicing fee will be paid solely to the extent that there are funds available
to pay it as described under "--Distributions" below.

DISTRIBUTIONS

On each payment date, the servicer will cause payments on the notes and
other trust liabilities to be made from the following sources:

- the aggregate collections on the receivables during the prior calendar
month, including proceeds of liquidated receivables obtained through the
sale or other disposition of the related equipment, net of expenses
incurred by the servicer in connection with such liquidation and any
amounts required by law to be remitted to the related obligor; however, no
other monies collected on any liquidated receivable during any calendar
month after the calendar month in which it became a liquidated receivable
will be included in the funds available for distribution;

S-32
<PAGE>
- any amounts withdrawn from the negative carry account for that payment
date;

- earnings from investment of funds held in the trust's bank accounts; and

- the aggregate purchase prices for any receivables repurchased by us or the
servicer.

The aggregate funds available from these sources will be applied in the
following order of priority:

(1) to pay to the trust administrator, all accrued and unpaid administration
fees;

(2) to pay the amount of interest accrued on each class of Class A Notes
during the prior interest period, plus any amount of interest on the
Class A Notes that was not paid when due (and, to the extent permitted by
law, any interest on that unpaid amount);

(3) to pay the amount of interest accrued on the Class B Notes during the
prior interest period, plus any amount of interest on the Class B Notes
that was not paid when due (and, to the extent permitted by law, any
interest on that unpaid amount);

(4) to pay principal on the notes as follows:

- first, the Class A Noteholders' Monthly Principal Distributable Amount
for each class of Class A Notes, and

- second, the Class B Noteholders' Monthly Principal Distributable
Amount;

(5) to deposit in the spread account, to the extent necessary so that the
balance in that account will not be less than the required balance;

(6) to pay accrued and unpaid interest on the certificates;

(7) after the notes have been repaid in full, to pay principal on the
certificates; and

(8) to pay the servicer its accrued and unpaid servicing fee; provided that
if Case Credit or an affiliate of Case Credit is not the servicer, the
amounts described in this clause (8) will be paid prior to any other
application of funds on deposit in the collection account.

Any remaining funds will be paid to us.

After an event of default and acceleration of the notes (and, if any notes
remain outstanding, on and after the final scheduled maturity date for the last
of the notes), principal payments will be made first to the Class A noteholders
ratably according to the amounts due on the Class A Notes for principal until
paid in full and then to the Class B noteholders until the outstanding principal
amount of the Class B Notes has been paid in full.

You should note, however, that until the final scheduled payment date for
any class of notes, the amount of principal due to noteholders will generally be
limited to

S-33
<PAGE>
amounts available for that purpose. Therefore, the failure to pay principal on a
class of notes generally will not result in the occurrence of an event of
default until the final scheduled payment date for that class of notes.

NEGATIVE CARRY ACCOUNT

The servicer will establish and maintain the negative carry account as a
trust account in the name of the indenture trustee for the benefit of the
noteholders. On the closing date, we will make an initial deposit of $
into the negative carry account. The amount of that initial deposit is
determined by applying the following "Maximum Negative Carry Amount" calculation
as of the closing date:

"MAXIMUM NEGATIVE CARRY AMOUNT" equals the product of:

(a) the weighted average of the interest rate on each class of the notes
minus 2.50%; multiplied by

(b) the percentage equivalent of a fraction the numerator of which is
the outstanding principal balance of the notes and the denominator of which
is the aggregate outstanding principal balance of the notes and the
certificates; multiplied by

(d) the fraction of a year represented by the number of days until the
expected end of the pre-funding period, calculated on the basis of a 360-day
year of twelve 30-day months.

On each payment date, the servicer will instruct the indenture trustee to
withdraw from the negative carry account and deposit into the collection account
and include in the funds available for distribution on that payment date an
amount equal to the excess, if any, of

(1) the product of (A) the aggregate interest payable on all of the
notes, multiplied by (B) the Pre-Funded Percentage, as of the immediately
prior payment date, or in the case of the first payment date, the closing
date, minus

(2) investment earnings on the pre-funding account for the related
period.

The "PRE-FUNDED PERCENTAGE" for each calendar month is the percentage
derived from the fraction the numerator of which is the balance on deposit in
the pre-funding account and the denominator of which is the sum of the Pool
Balance and the balance on deposit in the pre-funding account, after taking into
account all transfers of additional receivables during that calendar month.

If the amount on deposit in the negative carry account on any payment date,
after giving effect to the withdrawal referred to above is greater than the
Maximum Negative Carry Account Balance, the excess will be released to us. All
amounts remaining on deposit in the negative carry account at the end of the
payment date on

S-34
<PAGE>
or immediately following the last day of the pre-funding period will also be
released to us.

SPREAD ACCOUNT

The servicer will establish and maintain the spread account as a trust
account in the name of the indenture trustee for the benefit of the noteholders.
On the closing date, we will make an initial deposit into the spread account of
$10,000,632.01, which equals 2.00% of the aggregate Contract Value of the
initial receivables as of the initial cutoff date. On each day that we sell
additional receivables to the trust, cash or eligible investments having a value
approximately equal to 2.00% of the aggregate Contract Value of those additional
receivables as of their cutoff date will be withdrawn from the pre-funding
account from amounts otherwise distributable to us in connection with the sale
of additional receivables and deposited in the spread account. Finally, on each
payment date, the servicer will transfer additional amounts into the spread
account to the extent that the balance in that account would otherwise be less
than the Specified Spread Account Balance, and funds are available for that
purpose after other higher priority distributions.

"SPECIFIED SPREAD ACCOUNT BALANCE" means, with respect to any payment date,
the lesser of (a) 2.00% of the sum of (i) the Pool Balance as of the initial
cutoff date plus (ii) the aggregate Contract Value of all additional receivables
sold to the trust as of their respective cutoff dates and (b) the outstanding
principal amount of the notes. We may reduce or otherwise modify the Specified
Spread Account Balance without the consent of the noteholders if the rating
agencies that have rated the notes confirm in writing that the reduction or
modification will not result in a reduction or withdrawal of the rating of the
notes.

If the amount on deposit in the spread account on any payment date (after
giving effect to all deposits or withdrawals therefrom on that payment date) is
greater than the Specified Spread Account Balance for that payment date, the
excess will be distributed to us. However, if, after giving effect to all
payments made on the notes on that payment date, the sum of the Pool Balance
plus the balance on deposit in the pre-funding account as of the first day of
the calendar month in which that payment date occurs is less than the aggregate
outstanding principal balance of the notes and certificates, that excess amount
will not be distributed to us and will be retained in the spread account.

After we receive any amounts duly released from the spread account, the
noteholders will not have any or claims to those amounts.

S-35
<PAGE>
On each payment date, funds will be withdrawn from the spread account and
deposited in the note distribution account to the extent necessary to cover any
shortfall on that payment date in the funds otherwise available to pay interest
due on each class of notes, including overdue interest (and, to the extent
permitted by law, any interest on that unpaid amount), the Class A Noteholders'
Monthly Principal Distributable Amount and the Class B Noteholders' Monthly
Principal Distributable Amount, in each case on that payment date. For a more
detailed description of the amount of interest and principal payable on the
notes, see "Description of the Notes--Payments of Interest" and "--Payments of
Principal" above.

Funds withdrawn from the spread account and deposited in the note
distribution account for distribution as described in this paragraph and will be
applied in the same order of priority applicable to distributions from the
collection account. Funds on deposit in the spread account will not be used to
cover shortfalls in any distributions to the certificateholders.

PRINCIPAL SUPPLEMENT ACCOUNT

The servicer will establish and maintain in the name of the indenture
trustee a principal supplement account for the benefit of the noteholders.
However, no deposit is required to be made into the principal supplement account
on or before the closing date. After the closing date, deposits will only be
required to be made into the principal supplement account on addition cutoff
dates and then only if the Required Principal Supplement Account Balance
determined for the subject addition cutoff date is greater than zero. On each
addition cutoff date, cash or eligible investments having a value equal to any
positive Required Principal Supplement Account Balance for that addition cutoff
date (minus any amount then on deposit in the principal supplement account) will
be withdrawn from the pre-funding account and deposited in the principal
supplement account.

On each payment date, funds will be withdrawn from the principal supplement
account and deposited in the note distribution account to the extent necessary
to cover any shortfall on that payment date (after giving effect to any
withdrawals to be made on that payment date from the spread account) of the
amount of interest accrued on each class of notes during the prior interest
period, plus any amount of interest on the notes that was not paid when due
(and, to the extent permitted by law, any interest on that unpaid amount), the
Class A Noteholders' Monthly Principal Distributable Amount and the Class B
Noteholders' Monthly Principal Distributable Amount, in each case on that
payment date. Funds withdrawn from the principal supplement account and
deposited in the note distribution account for distribution as described in this
paragraph will be applied in the same order of priority applicable to
distributions from the collection account. Funds on deposit in the principal
supplement account will not be used to cover shortfalls in any distributions to
the certificateholders.

S-36
<PAGE>
Funds on deposit in the principal supplement account may be withdrawn and
paid to us on any day if each of the rating agencies for the notes has confirmed
that such action will not result in a withdrawal or downgrade of its rating of
any class of notes.

"REQUIRED PRINCIPAL SUPPLEMENT ACCOUNT BALANCE" means, for any addition
cutoff date, the excess, if any, of (a) an amount equal to the difference (if
positive) of (x) the Contract Value of the receivables, and (y) the aggregate of
the contractual payoff amount for each receivable, in each case as of the end of
the prior calendar month (or the applicable addition cutoff date for additional
receivables being transferred on that addition cutoff date), over (b) the amount
determined by the servicer to represent excess cash flows from the receivables
that can reasonably be expected to be available to cover the amount described in
clause (a) above, provided that each of the rating agencies for the notes has
confirmed that use of such amount determined by the servicer in calculating the
Required Principal Supplement Account Balance for the applicable addition cutoff
date will not result in a withdrawal or downgrade of its rating of any class of
notes.

LEGAL INVESTMENT

The A-1 Notes will be eligible for purchase by money market funds under
paragraph (a)(10) of Rule 2a-7 under the Investment Company Act of 1940, as
amended.

ERISA CONSIDERATIONS

THE NOTES

We have been advised that, although there is little guidance on the subject,
the notes should not be treated as "equity interests" in the trust under the
Plan Asset Regulation. As a result, the notes may be purchased by an employee
benefit plan or an individual retirement account (a "PLAN") subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended.

However, whether or not the notes are treated as equity interests for
purposes of the Plan Asset Regulation, the acquisition or holding of Notes by or
on behalf of a Plan could be considered to give rise to a "prohibited
transaction" if the trust, the servicer or the trustee is or becomes a "party in
interest" or a "disqualified person" with respect to such Plan. Certain
exemptions from the prohibited transaction rules could be applicable to the
purchase and holding of Notes by a Plan depending on the type and circumstances
of the plan fiduciary making the decision to acquire such notes. Included among
these exemptions are: Prohibited Transaction Class Exemption ("PTCE") 75-1,
regarding transactions between registered broker-dealers and plans; PTCE 90-1,
regarding investments by insurance company pooled separate accounts; PTCE 91-38,
regarding investments by bank collective investment funds; PTCE 84-14, regarding
transactions effected by "qualified

S-37
<PAGE>
professional asset managers"; PTCE 95-60, regarding transactions by insurance
company general accounts; and PTCE 96-23, regarding certain transactions
determined by in-house asset managers. By its acquisition of a Note, each
purchaser shall be deemed to represent and warrant that its purchase and holding
of the note will not give rise to a nonexempt prohibited transaction under ERISA
or the Internal Revenue Code of 1986, as amended.

For additional information regarding treatment of the notes under ERISA, see
"ERISA Considerations" in the prospectus.

UNDERWRITING

CLASS A NOTES

Subject to the terms and conditions set forth in an underwriting agreement
relating to the Class A Notes, we have agreed to cause the trust to sell to each
of the underwriters named below, and each of those underwriters has severally
agreed to purchase, the principal amount of the Class A Notes set forth opposite
its name below:

<TABLE>
<CAPTION>
A-1 NOTES A-2 NOTES A-3 NOTES A-4 NOTES
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Chase Securities Inc........................ $ $ $ $
Banc One Capital Markets, Inc............... $ $ $ $
Credit Suisse First Boston Corporation...... $ $ $ $
First Union Securities, Inc................. $ $ $ $
J.P. Morgan Securities Inc.................. $ $ $ $
SG Cowen Securities Corporation............. $ $ $ $
-------- -------- -------- --------
$ $ $ $
</TABLE>

The underwriters of the Class A Notes have advised us that they propose
initially to offer the Class A Notes to the public at the prices set forth
herein, and to certain dealers at such prices less the initial concession not in
excess of the percentages set forth in the following table. The underwriters of
the Class A Notes and such dealers may reallow a concession not in excess of the
percentages set forth in the following table. After the initial public offering
of the Class A Notes, the public offering prices and the concessions referred to
in this paragraph may be changed.

<TABLE>
<CAPTION>
A-1 NOTES A-2 NOTES A-3 NOTES A-4 NOTES
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Concessions............................... % % % %
Reallowances.............................. % % % %
</TABLE>

In the ordinary course of their respective businesses, the underwriters of
the Class A Notes and their respective affiliates have engaged and may in the
future engage in investment banking or commercial banking transactions with CNH
and its affiliates.

S-38
<PAGE>
In connection with the offering of the Class A Notes, the underwriters of
the Class A Notes may engage in overallotment, stabilizing transactions and
syndicate covering transactions in accordance with Regulation M under the
Exchange Act. Overallotment involves sales in excess of the offering size, which
creates a short position for the underwriters. Stabilizing transactions involve
bids to purchase the Class A Notes in the open market for the purpose of
pegging, fixing or maintaining the price of the Class A Notes. Syndicate
covering transactions involve purchases of the Class A Notes in the open market
after the distribution has been completed in order to cover short positions.
Stabilizing transactions and syndicate covering transactions may cause the price
of the Class A Notes to be higher than it would otherwise be in the absence of
those transactions. If the underwriters of the Class A Notes engage in
stabilizing or syndicate covering transactions, they may discontinue them at any
time.

CLASS B NOTES

Subject to the terms and conditions set forth in an underwriting agreement
relating to the Class B Notes, we have agreed to cause the trust to sell to each
of the underwriters named below, and each of those underwriters has severally
agreed to purchase, the principal amount of Class B Notes set forth opposite its
name below:

<TABLE>
<CAPTION>
CLASS B NOTES
-------------
<S> <C>
Chase Securities Inc............................ $
First Union Securities, Inc..................... $
-----------
$
===========
</TABLE>

The underwriters of the Class B Notes have advised us that they propose
initially to offer the Class B Notes to the public at the prices set forth
herein, and to certain dealers at such prices less the initial concession not in
excess of the percentages set forth in the following table. The underwriters of
the Class B Notes and such dealers may reallow a concession not in excess of the
percentages set forth in the following table. After the initial public offering
of the Class B Notes, the public offering prices and the concessions referred to
in this paragraph may be changed.

<TABLE>
<CAPTION>
CLASS B NOTES
-------------
<S> <C>
Concessions..................................... %
Reallowances.................................... %
</TABLE>

In the ordinary course of their respective businesses, the underwriters of
the Class B Notes and their respective affiliates have engaged and may in the
future engage in investment banking or commercial banking transactions with CNH
and its affiliates.

In connection with the offering of the Class B Notes, the underwriters of
the Class B Notes may engage in overallotment, stabilizing transactions and
syndicate

S-39
<PAGE>
covering transactions in accordance with Regulation M under the Exchange Act.
Overallotment involves sales in excess of the offering size, which creates a
short position for the underwriters. Stabilizing transactions involve bids to
purchase the Class B Notes in the open market for the purpose of pegging, fixing
or maintaining the price of the Class B Notes. Syndicate covering transactions
involve purchases of the Class B Notes in the open market after the distribution
has been completed in order to cover short positions. Stabilizing transactions
and syndicate covering transactions may cause the price of the Class B Notes to
be higher than it would otherwise be in the absence of those transactions. If
the underwriters of the Class B Notes engage in stabilizing or syndicate
covering transactions, they may discontinue them at any time.

The underwriters will be compensated as set forth in the following table:

<TABLE>
<CAPTION>
UNDERWRITERS' AMOUNT
DISCOUNTS AND PER $1,000
COMMISSIONS OF PRINCIPAL TOTAL AMOUNT
------------- ------------ ------------
<S> <C> <C> <C>
A-1 Notes.................................. % $ $
A-2 Notes.................................. % $ $
A-3 Notes.................................. % $ $
A-4 Notes.................................. % $ $
Class B Notes.............................. % $ $
----------
Total Class A and Class B..............
==========
</TABLE>

Additional offering expenses, payable by CNH Capital Receivables Inc., are
estimated to be $600,000.

S-40
<PAGE>
INDEX OF TERMS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Class A Noteholders' Monthly Principal Distributable
Amount.................................................... S-28
Class B Noteholders' Monthly Principal Distributable
Amount.................................................... S-29
Contract Value.............................................. S-11
CPR......................................................... S-21
ERISA....................................................... S-37
Maximum Negative Carry Amount............................... S-34
Plan........................................................ S-37
Pool Balance................................................ S-29
Pre-Funded Percentage....................................... S-34
PTCE........................................................ S-37
Required Principal Supplement Account Balance............... S-37
Specified Spread Account Balance............................ S-35
Statistical Contract Value.................................. S-13
</TABLE>

S-41
<PAGE>
PROSPECTUS

CNH EQUIPMENT TRUSTS
ASSET BACKED NOTES
ASSET BACKED CERTIFICATES

CNH CAPITAL RECEIVABLES INC.
Seller

CASE CREDIT CORPORATION
Originator and Servicer

NEW HOLLAND CREDIT COMPANY, LLC
Originator and Sub-Servicer

CONSIDER CAREFULLY THE RISK
FACTORS BEGINNING ON PAGE 2
IN THIS PROSPECTUS AND PAGE
S-6 IN YOUR PROSPECTUS
SUPPLEMENT.
Notes in your series
represent obligations only
of the trust that issues
them. Certificates in your
series will represent
beneficial interests only in
the trust that issues them.
No one else is liable for
the payments due on your
securities.
This prospectus may be used
to offer and sell any series
of securities only if
accompanied by the
prospectus supplement for
that series.
</TABLE>

THE TRUSTS--
<PAGE>
- We (CNH Capital Receivables Inc.) will form a new trust to issue each
series of securities offered by this prospectus.

- The assets of each trust:

- will be those described below and will primarily be a pool of
receivables of one or more of the following types:

- retail installment sale contracts or loans secured by new or used
agricultural, construction or other equipment,

- leases of similar equipment,

- term loans to equipment dealers secured by rental equipment, rolling
stock or computer systems, and

- unsecured term loans to equipment dealers.

- will also include interests in financed or leased equipment, proceeds
from claims on related insurance policies, and amounts on deposit in
specified bank accounts and may also include other credit
enhancements.

THE SECURITIES--

- will be asset-backed securities issued periodically in designated series
of one or more classes.

- if offered by this prospectus, will be rated in one of the four highest
long-term rating categories or the highest short-term rating category by
at least one nationally recognized rating agency.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

September 8, 2000
<PAGE>
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT

We tell you about the securities in two separate documents that
progressively provide more detail: (a) this prospectus, which provides general
information, some of which may not apply to a particular series of securities,
including your series; and (b) the accompanying prospectus supplement, which
will describe the specific terms of your series of securities, including:

- the timing of interest and principal payments;

- the priority of interest and principal payments;

- financial and other information about the receivables;

- information about credit enhancement for each class;

- the ratings of each class; and

- the method for selling the securities.

IF THE TERMS OF A PARTICULAR SERIES OF SECURITIES VARY BETWEEN THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT, YOU SHOULD RELY ON THE INFORMATION IN
THE PROSPECTUS SUPPLEMENT.

You should rely only on the information provided in this prospectus and the
accompanying prospectus supplement, including the information incorporated by
reference. We have not authorized anyone to provide you with different
information. We are not offering the securities in any state where the offer is
not permitted.

We include cross-references in this prospectus and in the accompanying
prospectus supplement to captions in these materials where you can find further
related discussions. The following Table of Contents and the Table of Contents
included in the accompanying prospectus supplement provide the pages on which
these captions are located.

ii
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk Factors.................. 2
You will bear the
reinvestment risk and
other interest rate risk
if receivables are
prepaid, repurchased or
extended.................. 2
Our bankruptcy or the
bankruptcy of a credit
company may cause payment
delays or losses.......... 3
Bankruptcy of an equipment
dealer or broker may cause
payment delays or
losses.................... 4
Possible liability for third
party claims may cause
payment delays or
losses.................... 4
Defaults on the receivables
may cause payment delays
or losses................. 5
Characteristics of the
Receivables................. 6
Selection Criteria.......... 6
Interest and Amortization
Types..................... 6
Payment Terms............... 8
Insurance................... 9
Extension Procedures........ 9
Terms of Leases............. 10
Origination of Receivables.... 10
Credit Approval Process..... 11
Loan/Lease-to-Value Ratio... 13
Dealer Agreements........... 14
Delinquencies, Repossessions
and Net Losses............ 15
Use of Proceeds............... 15
Important Parties............. 15
CNH Capital Receivables
Inc....................... 15
Case Credit Corporation..... 15
New Holland Credit Company,
LLC....................... 16
CNH Global N.V.............. 17
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Trustee and The
Indenture Trustee......... 18
Description of the Notes...... 19
Principal and Interest on
the Notes................. 19
The Indenture............... 19
Description of the
Certificates................ 24
Administrative Information
About the Securities........ 24
Denominations............... 24
Fixed Rate Securities....... 24
Floating Rate Securities.... 25
Indexed Securities.......... 25
Book-Entry Registration..... 26
Definitive Securities....... 30
List of Securityholders..... 31
Reports to
Securityholders........... 31
Description of the Transaction
Agreements.................. 33
Regular Sales of
Receivables............... 33
Sales of Receivables in
Connection with the
Offering of Securities by
a Trust................... 34
Accounts.................... 36
Servicing Procedures........ 38
Collections................. 38
Servicing Compensation...... 39
Evidence as to Compliance... 39
Appointment of Subservicers... 39
Resignation, Liability and
Successors of the
Servicer.................. 40
Servicer Default............ 40
Rights Upon Servicer
Default................... 41
Waiver of Past Defaults..... 41
Amendment................... 41
Payment of Notes............ 42
Termination................. 42
Administration Agreement.... 43
Credit and Cash Flow
Enhancement................. 43
Legal Aspects of the
Receivables................. 44
</TABLE>

iii
<PAGE>

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Bankruptcy Considerations
Relating to the Credit
Companies................. 44
Bankruptcy Considerations
Relating to Dealers....... 46
Perfection and Priority With
Respect to Receivables.... 46
Security Interests in
Financed Equipment........ 46
Security Interests in Leased
Equipment................. 48
Bankruptcy Considerations
Relating to a Lessee...... 49
Repossession................ 50
Notice of Sale; Redemption
Rights.................... 50
Uniform Commercial Code
Considerations............ 51
Vicarious Tort Liability.... 51
Deficiency Judgments and
Excess Proceeds; Other
Limitations............... 52
Consumer Protection Laws.... 53
</TABLE>

<TABLE>
<CAPTION>
PAGE
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<S> <C>
U.S. Federal Income Tax
Consequences................ 54
Tax Characterization of the
Trust..................... 54
Tax Consequences to Holders
of the Notes.............. 55
Tax Consequences to Holders
of the Certificates....... 58
Illinois State Tax
Consequences................ 64
Treatment of the Notes...... 65
Classification of Trust as a
Partnership............... 65
Treatment of Nonresident
Certificateholders........ 65
Risks of Alternative
Characterization.......... 65
ERISA Considerations.......... 66
Plan of Distribution.......... 66
Legal Opinions................ 67
Where You Can Find More
Information................. 67
Index of Terms................ 69
</TABLE>

iv
<PAGE>
Summary: Overview of Transactions

[CHART]

Each series of securities will be issued by a separate trust and will
include:

- one or more classes of notes, representing debt of the trust; and

- one or more classes of certificates, representing ownership interests in
the trust.

Payments on the certificates issued by a trust will be junior in priority to
payments on the related notes. In addition, if a series includes two or more
classes of notes or two or more classes of certificates, each class may differ
as to timing and priority of distributions, seniority, allocations of losses,
interest rates or amount of distributions in respect of principal or interest.
We will disclose the details of these timing, priority and other matters in a
prospectus supplement.

The primary assets of each trust will be a pool of receivables. Each trust
will also include spread accounts or other credit enhancements for the benefit
of some or all of the trust's securities.

We will sell receivables to each trust on the issuance date for that trust's
securities. In addition, to the extent described in the related prospectus
supplement, each trust will have a pre-funding period. In that case, a portion
of the cash raised from the sale of the related securities will be placed in a
pre-funding account. The trust will use that cash to buy additional receivables
from us during a pre-funding period, which will last not more than six months.

Each trust's receivables will be originated directly or indirectly by one of
our affiliated credit companies: Case Credit Corporation and New Holland Credit
Company, LLC. We will buy those receivables, directly or indirectly, from the
credit companies.

Case Credit will service receivables that are transferred to the trusts
under one of the agreements entered into by each trust, subject to removal upon
specified servicer defaults. Case Credit has entered into a subservicing
agreement with New Holland Credit under which New Holland Credit has agreed to
act as subservicer of receivables that were originated by it and ultimately
transferred to a trust. Case Credit also acts as administrator for each trust.
<PAGE>
RISK FACTORS

YOU SHOULD CONSIDER THE FOLLOWING RISK FACTORS IN DECIDING WHETHER TO
PURCHASE THE SECURITIES.

<TABLE>
<S> <C>
YOU WILL BEAR THE REINVESTMENT RISK The principal payment on any series of securities
AND OTHER INTEREST RATE RISK IF on any payment date will depend mostly upon the
RECEIVABLES ARE PREPAID, amount of collections received on that trust's
REPURCHASED OR EXTENDED. receivables during the prior calendar month. As a
result, the rate at which payments on the
receivables are received will affect the rate at
which principal is paid on the related securities.
Each receivable has a fixed payment schedule, but
the actual rate at which payments are received may
vary from that schedule for a number of reasons.

- Receivables may be voluntarily prepaid, in
full or in part, or obligors may be required
to prepay receivables as a result of
defaults, casualties to the related
equipment, death of an obligor or other
reasons. Based on its experience with
similar receivables, the servicer expects
that a substantial portion of the
receivables in many trusts will be repaid
prior to their contractual maturity dates.
Prepayments of agricultural equipment retail
installment sale contracts or loans, which
will make up a substantial portion of the
receivables in many trusts, have
historically tended to increase during
periods in which farmers have strong cash
flows. However, prepayment rates may be
influenced by a variety of factors, and we
cannot predict them with any certainty.

- We or the servicer of the receivables may be
required to repurchase one or more
receivables from a trust. In that case, the
repurchase price received by the trust will
be treated like a prepayment of the
receivable. This would happen if we, at the
time we sell receivables to the trust, or a
credit company, at the time it sold
receivables to us, made inaccurate
representations about a receivable or the
servicer violated specified servicing
obligations.

- The servicer may purchase all of a trust's
receivables after they have paid down to 10%
of their aggregate balance as of the time
they were
</TABLE>

2
<PAGE>
<TABLE>
<S> <C>
transferred to the trust. In this case, the
purchase price received by the trust will be
treated like a prepayment of the remaining
receivables.

Each prepayment, repurchase or purchase will
shorten the average life of the related
securities. On the other hand, the payment
schedule under a receivable may be extended or
revised by the servicer, which may lengthen the
average life of the related securities.

You will bear any reinvestment risks resulting
from a faster or slower rate of prepayment,
repurchase or extension of receivables held by
your trust. If you purchase a security at a
discount, you should consider the risk that a
slower than anticipated rate of principal payments
on your security could result in an actual yield
that is less than the anticipated yield.
Conversely, if you purchase a security at a
premium, you should consider the risk that a
faster than anticipated rate of principal payments
on your security could result in an actual yield
that is less than the anticipated yield.

OUR BANKRUPTCY OR THE BANKRUPTCY OF A The credit companies will sell receivables to us,
CREDIT COMPANY MAY CAUSE PAYMENT directly or indirectly, and we will in turn sell
DELAYS OR LOSSES. those receivables to each trust. We intend to
structure these transfers in a manner designed to
ensure that they are treated as "true sales,"
rather than secured loans. However, a court could
conclude that we or a credit company effectively
still own the receivables supporting any series of
securities. This could happen if a court presiding
over our bankruptcy or the bankruptcy of a credit
company were to conclude either that the transfers
referred to above were not "true sales" or that
the bankrupt party and the owner of the
receivables should be treated as the same person
for bankruptcy purposes. If this were to occur,
then you could experience delays or reductions in
payments as a result of:

- the automatic stay which prevents secured
creditors from exercising remedies against a
debtor in bankruptcy without permission from
the court and provisions of the U.S.
Bankruptcy Code that permit substitution of
collateral;

- tax or government liens on a credit
company's or our property that arose prior
to the transfer of a receivable to the trust
having a right to be paid
</TABLE>

3
<PAGE>
<TABLE>
<S> <C>
from collections before the collections are
used to make payments on the securities;

- rejection by a credit company or its
bankruptcy trustee of any lease that was
deemed to be a "true lease," which would
result in the termination of scheduled
payments under that lease; or

- the fact that the trust might not have a
perfected interest in (a) some equipment
subject to certificate of title statutes or
(b) any cash collections on the receivables
held by the servicer at the time that a
bankruptcy proceeding begins. See
"Description of the Transaction
Agreements--Collections" for a description
of the time the servicer is allowed to
commingle collections with its funds.

BANKRUPTCY OF AN EQUIPMENT DEALER OR A substantial portion of the receivables was
BROKER MAY CAUSE PAYMENT DELAYS OR originated by equipment dealers or brokers and
LOSSES. purchased by the credit companies. A portion of
those receivables provide for recourse to the
originating broker or dealer for defaults by the
obligors. In addition, CNH dealers that sell
receivables to Case Credit under its current
dealer agreements retain the right to repurchase
those receivables at any time. See "Origination of
Receivables--Dealer Agreements" in this
prospectus.

In the event of a dealer or broker's bankruptcy, a
creditor or bankruptcy trustee of the dealer or
broker or the dealer or broker itself might assert
that the sales of receivables to a credit company
are loans to the dealer or broker secured by the
receivables. Such an assertion could result in
payment delays and, if successful, losses on the
affected receivables. In those circumstances, a
dealer or broker or its bankruptcy trustee might
also be able to reject any leases originated by
the dealer or broker that were deemed to be "true
leases," resulting in the termination of scheduled
payments under those leases.

POSSIBLE LIABILITY FOR THIRD PARTY The transfers of receivables from the credit
CLAIMS MAY CAUSE PAYMENT DELAYS OR companies to us and from us to each trust are
LOSSES. intended to reduce the possibility that cash flows
from the receivables will be subject to claims
other than the rights of investors in the
securities issued by the trust and of the parties
to
</TABLE>

4
<PAGE>
<TABLE>
<S> <C>
the applicable transaction agreements. However, to
the extent that a credit company or a dealer or
broker violates federal or state consumer
protection laws applicable to the receivables, a
trust could be liable to the obligor, as an
assignee of any of the affected receivables. Under
the related transaction agreements, we must
repurchase any affected receivable from the trust.
However, if we fail for any reason to perform our
repurchase obligation, you could experience delays
or reductions in payments on your securities as a
result of any liabilities imposed upon your trust.

Similarly, as to any trust that holds any
equipment subject to leases, state laws differ as
to whether anyone suffering any injury to person
or property involving leased agricultural,
construction or other equipment may bring an
action upon which relief may be granted against
the owner of the equipment by virtue of that
ownership. If applicable law permits an action,
and that action is successful, the related trust
and its assets may be subject to liability to any
injured party. You could experience delays or
reductions in payments on your securities if
liability of this type were imposed on your trust,
and the coverage provided by any available
insurance is insufficient to cover that loss.

DEFAULTS ON THE RECEIVABLES MAY CAUSE You will rely primarily upon collections on the
PAYMENT DELAYS OR LOSSES. receivables in your trust for payments on your
securities. Your securities may have the benefit
of a spread account, subordination of one or more
other classes of securities and/or one or more
other forms of credit enhancement specified in the
related prospectus supplement. This credit
enhancement will cover losses and delinquencies on
the receivables up to some level. However, if the
level of receivables losses and delinquencies
exceeds the available credit enhancement, you may
experience delays in payments due to you or may
not ultimately receive all interest and principal
due to you.
</TABLE>

5
<PAGE>
CHARACTERISTICS OF THE RECEIVABLES

We will provide information about each trust's pool of receivables in the
related prospectus supplement. The information will include, to the extent
appropriate, the types and composition of the receivables, the distribution by
interest rate or spread over a designated floating rate, type of equipment,
payment frequency and contract value of the receivables and the geographic
distribution of the receivables.

SELECTION CRITERIA

We will select receivables to sell to each trust using several criteria.
These criteria will include that each receivable transferred to a trust must:

(1) be secured by new or used agricultural, construction or other
equipment, or be leases of such equipment, except that receivables that are
term loans to equipment dealers may be secured by other collateral or not be
secured;

(2) be originated in the United States;

(3) provide for payments that fully amortize the amount financed over
its original term to maturity--which payments may, in the case of any lease,
include a termination value similar to a final balloon payment payable by
either the lessee or the dealer that originated the lease;

(4) not be a non-performing receivable and not have a payment that is
more than 90 days overdue as of the end of the month prior to the day it is
sold to the trust or other material default outstanding; and

(5) not have an obligor that is shown in the originating credit
company's records as being the subject of a bankruptcy proceeding.

Additional criteria for any particular trust's receivables may be listed in
the related prospectus supplement. We will not use selection procedures that we
believe to be adverse to you in selecting the receivables for your trust.

Each trust's receivables may include receivables with respect to which the
initial payment has not been made. They may also include interest waiver
receivables, under which interest does not begin to accrue for a designated time
period, as well as receivables originated through special interest rate
financing programs.

INTEREST AND AMORTIZATION TYPES

A trust's receivables may include fixed rate receivables and floating rate
receivables, as well as receivables that provide for different fixed or floating
interest rates or different formulae to calculate the floating interest rate at
different times during the life of the receivable. Receivables that are loans or
retail installment contracts have an explicit interest rate that is usually
named in the contract that evidences the receivable. Other receivables,
including leases, may not disclose an explicit interest rate, but they have an
implicit interest rate that the applicable credit

6
<PAGE>
company uses to calculate the periodic rental payments in a way similar to the
way that it calculates periodic installment payments under a retail installment
contract or retail installment loan.

All of the receivables in each trust will be either precomputed receivables
or simple interest receivables. The difference between these two types of
receivables is the way that each installment payment is divided between
principal and interest.

Under a precomputed receivable, each installment payment is divided between
interest and principal on a predetermined basis, without regard to the period of
time that has elapsed since the prior payment was made. This allocation is made
either on an actuarial basis or according to a variation on the rule of 78's.
(See box.) In contrast, under a simple interest receivable, each installment
payment is divided between interest and principal based on the actual date on
which a payment is received. The interest component equals the unpaid principal
amount financed, multiplied by the annual interest rate, multiplied by the
fraction of a calendar year that has elapsed since the preceding payment of
interest was made.

Under a simple interest receivable, if an obligor pays a fixed periodic
installment before its scheduled due date, the portion of the payment allocable
to interest for the period since the preceding payment was made will be less
than it would have been had the payment been made as scheduled, and the portion
of the payment applied to reduce the unpaid principal balance will be
correspondingly greater. Conversely, if an obligor pays a fixed periodic
installment after its scheduled due date, the portion of the payment allocable
to interest for the period since the preceding payment was made will be greater
than it would have been had the payment been made as scheduled, and the portion
of the payment applied to reduce the unpaid principal balance will be
correspondingly less. The final installment on a simple interest receivable is
increased or decreased as necessary to adjust for variations in the amounts of
prior installments applied to principal, based upon the date on which they were
made.

7
<PAGE>
________________________________________________________________________________
Under an ACTUARIAL RECEIVABLE, the interest component of each installment equals
the unpaid principal amount financed, multiplied by the annual interest rate,
multiplied by an appropriate fraction. On a receivable that requires payments
every month, the appropriate fraction would be 1/12, since that is the portion
of a year that elapses between the required payment dates. On a receivable that
requires payments every three months, the appropriate fraction would be 3/12, or
1/4.

________________________________________________________________________________
Under a RULE OF 78'S RECEIVABLE, the interest component of each installment is
determined using a method equivalent to the rule of 78's. The rule of 78's is a
method of calculating the unearned portion of the precomputed finance charge on
receivables repayable in substantially equal successive installments of
approximately equal intervals over 12 months. The unearned portion of the
precomputed finance charge at any time is equal to that portion of the finance
charge which the sum of the number of months the obligations are outstanding
after the calculation date (counting 1 month as 1, 2 months as 3 (1 + 2), etc.,
up to 78) bears to 78.

________________________________________________________________________________

If a precomputed receivable is prepaid in full, the obligor is entitled to a
rebate equal to the portion of the total amount of payments that is allocable to
unearned add-on interest. If a simple interest receivable is prepaid, rather
than receive a rebate, the obligor is required to pay interest only to the date
of prepayment. The amount of the rebate on a precomputed receivables is
determined based upon whether the receivable is an actuarial receivable or a
rule of 78's receivable and the requirements of the law of the state where the
obligor is located; however, the rebate for certain precomputed receivables may,
in some circumstances, be an amount approximately equal to the remaining
scheduled payments of interest that would have been due under a simple interest
receivable for which all payments were made on schedule.

The amount of the rebate under a rule of 78's receivable generally will be
less than the amount of the rebate on an actuarial receivable for the same
amount and generally will be less than the remaining scheduled payments of
interest that would have been due under a simple interest receivable for which
all payments were made on schedule. These amortization features and related
rebates for precomputed receivables should not result in shortfalls of principal
payments on your securities because the portion of the interest payments on
these receivables that give rise to rebate requirements are essentially treated
as principal paydowns for purposes of the securities.

PAYMENT TERMS

The receivables have a variety of repayment or rental schedules tailored to
the applicant's anticipated cash flows, such as annual, semi-annual, quarterly,
monthly and irregular payment schedules. Receivables secured by construction
equipment are normally financed with equal monthly payments. However, obligors
can select a "skip payment" schedule, under which payments in up to six
predetermined consecutive

8
<PAGE>
months are "skipped" to coincide with slow work periods. For example,
contractors in areas with colder winters normally elect to skip payments in
January, February and March, in which case the normal twelve payments are
amortized over a nine-month period. Obligors can only make this election at the
time the receivable is originated.

INSURANCE

Obligors are required to obtain and maintain physical damage insurance with
respect to the financed or leased equipment and, in the case of a lease,
liability insurance with respect to the leased equipment.

Dealers that sell receivables to Case Credit under its current dealer
agreements are responsible for verifying physical damage insurance coverage on
the equipment at the time the receivable is originated. If a dealer fails to
verify insurance coverage and the obligor did not obtain insurance coverage at
the time the receivable was originated, the dealer will be responsible for any
resulting loss.

Dealers that sell receivables to New Holland Credit under its current dealer
agreements are not required to verify physical damage insurance coverage on the
equipment. If, however, the obligor does not have insurance coverage at the time
the receivable was originated, New Holland Credit can require the dealer to
repurchase the receivable.

Dealers that sell receivables to the credit companies under new dealer
agreements will be responsible for verifying physical damage insurance coverage
on the equipment at the time the receivable is originated. If a dealer fails to
verify insurance coverage and the obligor did not obtain insurance coverage at
the time the receivable was originated, the dealer is obligated to repurchase
the receivable. See "Origination of Receivables--Dealer Agreements" in this
prospectus.

At the time the receivable is originated, both credit companies allow a
customer's physical damage insurance and life insurance to be financed under the
receivable.

EXTENSION PROCEDURES

The servicer may agree to extend a receivable when payment delinquencies
result from temporary interruptions in an obligor's cash flow. In an extension,
the servicer moves one or more payments to a future date, which may be before or
after the original final maturity of the receivable.

In the case of receivables originated by Case Credit, obligors are charged
an extension fee, which is usually payable at the time a receivable is extended.
This extension fee is generally equal to interest accrued on the unpaid balance
of the receivable during the period that payments are not required to be made as
a result of the extension.

In the case of receivables originated by New Holland Credit, obligors are
generally charged an extension fee to extend a retail installment contract
payable

9
<PAGE>
other than monthly, which fee is usually payable at the time a receivable is
extended. The extension fee is based on the period of the extension.

Any extension fees paid in connection with receivables sold to a trust will
be paid to that trust.

TERMS OF LEASES

The leases transferred to the trusts will call for two kinds of payments:
rental payments that are due periodically during the term of the lease; and a
termination value payment. Under the leases, the lessee's obligation to make
rental payments is absolute and unconditional, without set-off or counterclaim,
and notwithstanding any damages to, or loss of, the leased equipment or any
other event. However, lessees are not required to make termination value
payments. Instead, the lessee has the option to purchase the leased equipment at
the end of the lease term for an amount equal to the termination value payment.

The termination value payment is in an amount generally equal to the portion
of the original equipment cost that has not been amortized through the principal
component of the periodic rental payments. If a lessee does not elect to
purchase the leased equipment at the end of the lease term, then, under the
leases that are eligible to be transferred to trusts, the dealer that originated
the lease is required to pay the termination value payment and entitled to
obtain the equipment from the lessee. In no case will a trust or the servicer
for any trust, obtain possession of any leased equipment or be entitled to the
proceeds from the sale of such equipment, other than termination value payments
and proceeds of equipment that is repossessed in a default situation.
Consequently, no securities offered by this prospectus will rely for their
payment on the residual value of leased equipment.

ORIGINATION OF RECEIVABLES

The credit companies originate receivables that may be sold to the trusts in
several ways:

- They purchase retail installment contracts and leases from dealers in
agricultural, construction and other equipment manufactured or otherwise
distributed by CNH and other equipment not distributed by CNH. As of
December 31, 1999, there were approximately 2,485 independently owned CNH
dealer outlets in the United States.

- They finance retail installment contracts and leases originated through
several retail outlets directly owned by CNH which are immediately
assigned to a credit company.

- They purchase retail installment contracts, retail installment loans and
leases from other dealers and through brokers in agricultural,
construction and other equipment.

10
<PAGE>
- They make, or may in the future make, retail installment loans directly to
purchasers of agricultural, construction and other equipment.

- They make term loans directly to equipment dealers. These include loans
secured by rental equipment, rolling stock and computer systems and
unsecured loans.

The credit companies finance, or may in the future finance, the following
categories of equipment:

<TABLE>
<S> <C>
----------------------------------------------------------------------------
Agricultural equipment: tractors, combines, cotton pickers,
soil management equipment, planting
and seeding equipment, hay and forage
equipment, crop care equipment (such
as sprayers and irrigation
equipment), small telescopic handlers
and other related equipment
----------------------------------------------------------------------------

Construction equipment: excavators, backhoes, wheel loaders,
skid steer loaders, tractor loaders,
trenchers, horizontal directional
drilling equipment, telescopic
handlers, forklifts, compaction
equipment, crawlers, cranes and other
related equipment
----------------------------------------------------------------------------

Other equipment: trucks, commercial vehicles, forestry
equipment, mining equipment,
trailers, all-terrain vehicles,
snowmobiles, snow grooming equipment,
marine vessels, machine tools, office
equipment and medical equipment;
however, receivables relating to
all-terrain vehicles, snowmobiles and
marine vessels will collectively make
up less than 10% of the assets of
each trust
----------------------------------------------------------------------------
</TABLE>

CREDIT APPROVAL PROCESS

CASE CREDIT CORPORATION. Case Credit requires each prospective customer to
complete a credit application that lists the applicant's liabilities, income,
credit history and other demographic and personal information. This information
is obtained by a dealer or Case Credit, and in either case is sent to one of
four regional finance offices maintained by Case Credit. The regional finance
office then processes this information and obtains additional information to
evaluate the prospective customer's

11
<PAGE>
creditworthiness. The extent of the additional information varies based
primarily on the amount of financing requested. In most cases, Case Credit
obtains a credit bureau report on the applicant from an independent credit
bureau or checks credit references provided by the applicant, typically banks or
finance companies or suppliers that have furnished credit to the applicant. In
some cases, Case Credit obtains audited or certified financial statements of the
applicant.

As part of the credit review process for retail installment contracts,
retail installment loans and leases, Case Credit analyzes data regarding the
applicant and additional information using a credit scoring model. Case Credit
uses a credit scoring model that was developed for Case Credit by Fair, Isaac
and Company, Inc. Case Credit periodically evaluates credit scoring and may
utilize a different credit scoring model for trucks. The models are based on
Case Credit's experience using variables that historically have been predictive
of future loan performance. The credit score is not determinative. The final
credit decision is a subjective determination based on all of the information
gathered. Case Credit also maintains at least a five-year loan history on all
past and present customers it reviews.

Case Credit evaluates creditworthiness based on criteria established by its
management. It uses the same credit criteria for retail installment contracts,
retail installment loans and leases and similar credit criteria for dealer
loans. It also uses the same credit criteria regardless of which of its regional
finance offices reviews the application and whether the related receivable will
be purchased by Case Credit from a dealer, assigned by Case Corporation to Case
Credit or take the form of a direct loan by Case Credit to an equipment
purchaser.

NEW HOLLAND CREDIT COMPANY, LLC. New Holland Credit requires each
prospective customer to complete a credit application that lists information
concerning the applicant, and if applicable, any guarantor. This information is
obtained by a dealer or New Holland Credit, and then sent to one of four
regional offices maintained by New Holland Credit. Prior to April 2000, this
processing was performed in New Holland Credit's central operations center. This
information is then processed and, if necessary, additional information to
evaluate the prospective customer's creditworthiness is obtained. The extent of
the additional information varies based primarily on the amount of financing
requested. In most cases, New Holland Credit obtains a credit bureau report on
the applicant from an independent credit bureau or checks credit references
provided by the applicant, typically banks or finance companies or suppliers
that have furnished credit to the applicant. In some cases, New Holland Credit
obtains audited or certified financial statements of the applicant.

As part of the credit review process for retail installment contracts,
retail installment loans and leases, New Holland Credit analyzes data regarding
the applicant and additional information using a credit scoring model. New
Holland Credit's credit scoring model was developed for New Holland Credit by a
corporate predecessor of Expirian in 1997, and New Holland Credit periodically
evaluates the

12
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model. The model is based on New Holland Credit's experience using variables
that historically have been predictive of future performance. The credit score
is not determinative. The final credit decision is a subjective determination
based on all of the information gathered. New Holland Credit also maintains at
least a two-year loan history on all past and present customers it reviews.

New Holland Credit evaluates creditworthiness based on criteria established
by its management. It uses the same credit criteria for all retail installment
contracts, retail installment loans and leases and similar credit criteria for
dealer loans, including any applications which were processed at regional
finance offices prior to June 1999.

LOAN/LEASE-TO-VALUE RATIO

The maximum amount that either credit company will finance under a
receivable varies based on the obligor's credit history, the type of equipment
financed, whether the equipment is new or used, the payment schedule and the
length of the receivable. The amount financed is calculated as a percentage of
the value of the related equipment. The credit companies modified these
percentages during March 2000. In any case, these percentages may not exceed the
applicable percentage set forth below unless the exception is specifically
approved by an authorized senior credit manager.

Prior to the modification:

- In the case of receivables originated by Case Credit, 105%; and

- In the case of receivables originated by New Holland Credit, 100% if the
receivable is a retail installment contract payable monthly or quarterly,
90% in the case of any other retail installment contract.

After the modification:

- In the case of retail installment contracts for the purchase of
agricultural equipment, 105%;

- In the case of retail installment contracts for the purchase of
construction equipment, 100%;

- In the case of a lease of new agricultural or construction equipment,
125%; and

- In the case of a lease of used agricultural or construction equipment,
120%.

For this purpose, the value of new equipment is based on the dealer's cost
plus, in the case of receivables originated by Case Credit, freight charges. The
value of used equipment is based on the equipment's "as-is" value reported in
the most recent edition of the North American Equipment Dealers Association
guidebook or other comparable guidebook.

Exceptions to the specified percentages set forth above are unusual. Both
credit companies make exceptions only when the senior credit manager has
determined that

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the obligor will be able to cover the excess on the basis of the obligor's
overall financial condition, as opposed to the value of the equipment. There is
no overall limit on the ratio that may be approved by a senior credit manager.
The limit in each case would be based upon the senior credit manager's judgement
about the obligor's overall financial condition.

The credit companies continue to operate under their traditional guidelines
and practices for loan/lease to asset value ratios. Consequently, we do not
believe that these ratios should reasonably be expected to cause any trust to
have credit loss and repossession experience materially different from the
historical experience reflected in the related prospectus supplement.

The maximum amount that a credit company will finance under a dealer loan is
generally based upon an analysis of the dealer's overall financial condition, in
addition to the value of any collateral. Consequently, there may be no
requirements as to the relationship between the amounts of these types of loans
and the value of any collateral.

Any equipment securing a receivable or leased under a receivable depreciates
in value over time. However, the credit companies' practice is to provide for
repayment schedules under the receivables that will generally result in the
outstanding principal balance of a receivable at any time in its life being less
than the anticipated value of the equipment at the time.

DEALER AGREEMENTS

During the first quarter of 2001, the credit companies expect to begin the
process of entering into new dealer agreements with CNH dealers. Regardless of
whether a dealer has entered into a new dealer agreement with the credit
companies, some of the receivables that the credit companies buy from dealers
provide for recourse to the dealer if the obligor defaults on the receivable. A
portion of the receivables that Case Credit purchases from dealers under its
current dealer agreements provide for recourse to the dealer through a reserve
account maintained by the dealer with Case Credit in which the dealer is
required to maintain amounts on deposit. In any case, the credit companies will
assign, directly or indirectly, to us, and we will assign to the trusts any
rights to recourse against dealers, except for recourse to the dealers' reserve
accounts. The level of recourse to dealers varies, and in many cases a dealer's
recourse obligation is contingent upon the applicable credit company obtaining
the related equipment from the obligor and presenting it to the dealer.

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Even when one of the credit companies purchases a receivable without
recourse to the dealer for obligor defaults, the selling dealer makes limited
representations and warranties about the receivables. The credit companies will
assign, directly or indirectly, to us, and we will assign to the trusts, any
rights against dealers arising as a result of a breach of these representations
and warranties.

We make no representation as to the financial condition of any of the
dealers or about their abilities to perform any repurchase obligations that may
arise.

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

We provide you with historical information concerning delinquencies,
repossessions and net losses on the entire portfolio of receivables serviced by
the credit companies in the prospectus supplement for your securities. This
information may exclude any category of receivables not included in your trust.

USE OF PROCEEDS

Each trust will apply the net proceeds from the sale of its securities to
buy receivables from us and to make deposits in various trust accounts,
including any pre-funding account for that trust. We will use that portion of
the net proceeds paid to us to repay outstanding indebtedness under our
financing agreements or to purchase related receivables from the credit
companies.

IMPORTANT PARTIES

CNH CAPITAL RECEIVABLES INC.

We will sell receivables to each trust. We are a wholly-owned subsidiary of
Case Credit and were incorporated in the State of Delaware on, May 19, 2000. We
are organized for the limited purpose of buying receivables, directly or
indirectly, from the credit companies, transferring those receivables to third
parties and any related activities. Our principal executive offices are located
at 100 South Saunders Road, Lake Forest, Illinois 60045, and our telephone
number is (847) 735-9200. You can find more information about our legal
separateness from Case Credit, the restrictions on our activities and possible
effects on you if we were to enter bankruptcy, reorganization or other
insolvency proceedings under "Legal Aspects of the Receivables--Bankruptcy
Considerations Relating to the Credit Companies."

CASE CREDIT CORPORATION

Case Credit Corporation, a Delaware corporation (often referred to as "CASE
CREDIT"), will act as the servicer of the receivables owned by, and provide
administrative services to, each of the trusts. Case Credit is an indirect
wholly owned finance subsidiary of CNH.

Case Credit's headquarters are located at 233 Lake Avenue, Racine, Wisconsin
53403, and its telephone number is (414) 636-6011. Case Credit is subject to the

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informational requirements of the Securities Exchange Act. As required by that
act, Case Credit files reports and other information with the SEC. You can find
more information about Case Credit in the reports and other information that are
described under "Where You Can Find More Information."

NEW HOLLAND CREDIT COMPANY, LLC

New Holland Credit Company, LLC, a limited liability company organized under
the laws of the state of Delaware (often referred to as "NEW HOLLAND CREDIT"),
has entered into a subservicing agreement with Case Credit under which it will
service receivables that it has originated and that were ultimately transferred
to the trusts. New Holland Credit is an indirect wholly owned finance subsidiary
of CNH.

New Holland Credit was formed on April 25, 1996 for the purpose of providing
wholesale, retail and lease financing services to dealers and customers in
connection with the agricultural and industrial equipment operations of New
Holland North America, Inc. beginning on January 1, 1997. Prior to January 1,
1997, the operations of New Holland Credit were performed by Ford New Holland
Credit Company, a partnership between Ford Motor Credit Company and Fiat Finance
USA, Inc. Effective January 1, 1997, Fiatallis North America, Inc., also a
wholly owned subsidiary of CNH and the parent company of New Holland Credit,
purchased all of Ford Motor Credit Company's partnership interest.

New Holland Credit's headquarters are located at 33 South Railroad Avenue,
New Holland, Pennsylvania 17557, and its telephone number is (717) 355-3086.

CREDIT COMPANY OPERATIONS

The credit companies provide and administer financing for the retail
purchase or lease of new and used agricultural, construction, and other
equipment. CNH offers various retail financing options to end-use customers
through the credit companies to facilitate the sale of its products in North
America, Western Europe, Latin America, Australia and other parts of the world.
However, the trusts will include only receivables of obligors located in the
United States.

The credit companies' operations principally involve purchasing retail
installment sale contracts and leases from equipment dealers, including CNH and
non-CNH dealers. In addition, the credit companies facilitate and finance the
sale of insurance products to retail customers, provide financing for dealers
and rental equipment yards, and also provide other retail financing programs for
end-use customers in the North America, Western Europe, Latin America, Australia
and other parts of the world. The credit companies also provide various
financing options to dealers for a variety of purposes, including inventory,
working capital, real estate acquisitions, construction and remodeling, business
acquisitions, dealer systems and service and maintenance equipment.

The credit companies offer a broad variety of financing options through
dealers to end-use customers for the retail sale of CNH's agricultural and
construction

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equipment, used equipment accepted by dealers in trade and equipment of other
manufacturers stocked and sold by the CNH dealer network.

CNH's United States dealers and company-owned dealerships located in the
United States assign and sell rental installment contracts to the credit
companies on a regular basis.

CNH GLOBAL N.V.

CNH Global N.V., a corporation (naamloze vennootschap) organized under the
laws of the Kingdom of The Netherlands (often referred to as "CNH"), was formed
on November 12, 1999 in connection with New Holland N.V.'s acquisition of Case
Corporation. In the acquisition, Case Corporation was merged into a subsidiary
of New Holland N.V. with Case Corporation being the surviving entity. Upon
completion of the merger New Holland N.V.'s name was changed to CNH Global N.V.
When we refer to CNH in this prospectus and any prospectus supplement, we are
referring to CNH and its consolidated subsidiaries.

CNH operates through three business segments--agricultural and industrial
equipment, construction equipment and financial services. CNH is expected to
organize its sales and marketing activities on a geographic basis, keeping
separate the pre-merger brand names, dealer networks and dealer-and
customer-related activities of New Holland N.V. and Case Corporation. CNH
expects to capitalize on the differentiated features of it equipment products to
further enhance its two dealer networks, while creating additional product
choices for customers. By maintaining separate dealer and distribution networks,
CNH intends to take advantage of the strengths of both of its brands in their
respective customer segments and the traditional brand loyalty of farmers to
maintain and enlarge its customer base. As a result of its consistent
distribution approach with dealers, the general buying experience of CNH's
retail customers will remain largely unaffected by the merger.

On a combined basis, CNH is the world's largest manufacturer of agricultural
equipment and the third largest manufacturer of construction equipment in terms
of 1998 sales. CNH is the largest global manufacturer of agricultural tractors
and combines, and also has leading positions in hay and forage equipment and
speciality harvesting equipment. CNH also has leading positions in construction
equipment, including excavators, dozers, graders, wheel loaders,
loader/backhoes, skid steer loaders and trenchers.

In addition, CNH is one of the world's most geographically diverse producers
and distributors of agricultural and construction equipment. In the case of
agricultural equipment, CNH is a market leader in major regions around the
world, including North America, Western Europe and Latin America. In the case of
construction equipment, CNH also has an established and growing presence in
these regions. CNH has operations in 16 countries and its products are sold in
over 160 countries through an extensive network of more than 10,000 dealers and
distributors worldwide. CNH's

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products are currently sold under the following brands: Case, Case IH,
Fiatallis, Fiat-Hitachi, Link-Belt, New Holland, O&K and Steyr.

CNH also manufactures and distributes replacement parts for various models
of its farm and construction equipment, many of which are proprietary, to
support products it has sold. CNH distributes these parts to dealers and
distributors through a network of parts depots throughout the world.

To facilitate the sale of its products, CNH offers wholesale financing to
dealers and rental equipment yards and, through the credit companies and their
affiliates, offers various types of retail financing to qualified end-users in
North America, Western Europe, Latin America, Australia and other parts of the
world. Wholesale financing consists primarily of floorplan financing and allows
dealers to maintain a representative inventory of products. Retail financing
consists of the financing of retail installment sale contracts, leases and
similar products for the benefit of end-use customers in conjunction with the
purchase of new and used equipment from CNH dealers and company-owned retail
stores and is intended to be competitive with financing available from third
parties.

The address of CNH's registered offices is World Trade Center, Tower B, 10th
Floor, Amsterdam Airport, The Netherlands and its telephone number when calling
from the United States is (011-31-20) 446-0429. CNH's administrative offices are
located at 700 State Street, Racine, Wisconsin 53404, and its telephone number
is (414) 636-6011. CNH is subject to the informational requirements of the
Securities Exchange Act as a foreign private issuer. As required by that act,
CNH files reports and other information with the SEC. You can find more
information about CNH in the reports and other information that are described
under "Where You Can Find More Information."

THE TRUSTEE AND THE INDENTURE TRUSTEE

We will identify the trustee for your trust and the indenture trustee for
your notes in your prospectus supplement. The liability of the indenture trustee
and the trustee in connection with the issuance and sale of the related
securities is limited solely to its express obligations under the related
agreements.

A trustee may resign at any time, in which event the servicer must appoint a
successor trustee. The administrator of a trust may also remove the trustee if
the trustee ceases to be eligible to continue as trustee or if the trustee
becomes insolvent. In that case, the administrator must appoint a successor
trustee.

An indenture trustee may resign at any time, and may be removed by the
trustee if the indenture trustee becomes insolvent or ceases to be eligible to
continue as indenture trustee. If an indenture trustee resigns or is removed,
the trust must appoint a successor indenture trustee.

No resignation or removal of a trustee or an indenture trustee, as the case
may be, or appointment of a successor trustee or successor indenture trustee, as
the case

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may be, will become effective until the successor trustee or successor indenture
trustee has accepted its appointment.

DESCRIPTION OF THE NOTES

Each trust will issue one or more classes of notes pursuant to an indenture
between the trust and an indenture trustee. We have filed a form of the
indenture to be used as an exhibit to the registration statement of which this
prospectus is a part. In addition to the notes offered by this prospectus, each
trust may issue one or more additional classes of notes that may be sold in
transactions exempt from registration under the Securities Act or retained by us
or our affiliates. Those additional classes of notes may be issued under the
related indenture or under a separate agreement. We summarize the material terms
of the notes and indentures below. This summary does not include all of the
terms of the notes and the indentures and is qualified by reference to the
actual notes and indentures.

PRINCIPAL AND INTEREST ON THE NOTES

We will describe the timing and priority of payment, seniority,
redeemability, allocations of losses, interest rate and amount of or method of
determining payments of principal and interest on each class of notes of a
series in the related prospectus supplement. The rights of holders of any class
of notes to receive payments of principal and interest may be senior or
subordinate to the rights of holders of any other class or classes of notes of
the same series. Each series may include one or more classes of notes of a type
known as "strip notes." Strip notes are entitled to (a) principal payments with
disproportionate, nominal or no interest payments or (b) interest payments with
disproportionate, nominal or no principal payments. Each class of notes may have
a different interest rate, which may be a fixed or floating rate and may be zero
for strip notes.

THE INDENTURE

MODIFICATION OF INDENTURE. The indenture for each trust may be amended with
the consent of the holders of at least a majority of the outstanding principal
amount of notes of the related series, the trust and the indenture trustee.
However, the following changes may not be made to any indenture without the
consent of each affected noteholder:

(1) any change to the due date of any installment of principal of or
interest on any note or any reduction of the principal amount of any note,
the interest rate for any note or the redemption price for any note, or any
change to the place for or currency of any payment on any note;

(2) any change that impairs the right of a noteholder to take legal
action to enforce payment under the provisions of the indenture;

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(3) any reduction in the percentage of noteholders, by aggregate
principal balance, that is required to consent to any amendment or to any
waiver of defaults or compliance with provisions of the indenture;

(4) any modification of the provisions of the indenture regarding the
voting of notes held by us, the applicable trust, any other obligor on the
notes, or any of our respective affiliates;

(5) any reduction in the percentage of noteholders, by aggregate
principal balance, that is required to direct the indenture trustee to sell
or liquidate the receivables if the proceeds of sale would be insufficient
to pay the notes in full, with interest; or

(6) any change that adversely affects the status or priority of the lien
of the indenture on any collateral.

Also, unless otherwise provided in the applicable prospectus supplement, a
trust and the applicable indenture trustee may enter into supplemental
indentures without obtaining the consent of the noteholders of the related
series, for the purpose of:

(a) changing the related indenture or the rights of noteholders, if the
change will not materially and adversely affect the interests of any
noteholder; or

(b) substituting credit enhancement for any class of notes, if the
applicable rating agencies confirm in writing that the substitution will not
result in the reduction or withdrawal of the rating of those notes or any
other class of securities in the same series.

EVENTS OF DEFAULT; RIGHTS UPON EVENT OF DEFAULT. Any one of the following
events will be an event of default for the notes in your series, unless
otherwise specified in your prospectus supplement:

- the trust fails to pay any interest on any note within five days after its
due date;

- the trust fails to pay any installment of the principal of any note on its
due date;

- the trust breaches any of its other covenants in the indenture for
30 days after notice of the breach is given to the trust by the indenture
trustee or to the trust and the indenture trustee by the holders of at
least 25% of the outstanding principal amount of the notes in your series;

- the trust fails to correct a breach of a representation or warranty it
made in the indenture, or in any certificate delivered in connection with
the indenture, that was incorrect in a material respect at the time it was
made, for 30 days after notice of the breach is given to the trust by the
indenture trustee or to the trust and the indenture trustee by the holders
of at least 25% of the outstanding principal amount of the notes in your
series; or

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- the trust becomes bankrupt or insolvent or is liquidated.

You should note, however, that until the final scheduled maturity date for
any class of notes, the amount of principal due to noteholders in your series
generally will be limited to amounts available for that purpose. Also, if
specified in the applicable prospectus supplement, the amount of interest due to
noteholders of any class may be limited to amounts available for that purpose.
Therefore, the failure to pay principal or, when applicable, interest on a class
of notes generally will not result in the occurrence of an event of default
until the final scheduled payment date for that class of notes.

If an event of default with respect to the notes of any series occurs and is
not remedied as provided in the applicable indenture, then the principal of the
notes of that series may be declared to be immediately due and payable by the
indenture trustee, holders of a majority in principal amount of those notes or,
if so specified in the applicable prospectus supplement, holders of a majority
in principal amount of one or more particular classes of those notes. Unless
otherwise specified in your prospectus supplement, that declaration may be
rescinded by holders of a majority of the outstanding principal amount of the
notes of that series, but only after payment of any past due amounts and cure or
waiver of all other events of default. Noteholders' voting rights may vary by
class.

If the notes of any series have been declared due and payable following an
event of default, the indenture trustee for that series may institute
proceedings to collect amounts due or foreclose on trust property, exercise
remedies as a secured party, sell the related receivables or elect to have the
applicable trust maintain possession of those receivables and continue to apply
collections on them as if there had been no declaration of acceleration. Unless
otherwise specified in the related prospectus supplement, however, the indenture
trustee is prohibited from selling the related receivables following an event of
default, other than a default in the payment of any principal of or a default in
the payment of any interest on any note that continues for five days or more,
unless (i) the holders of all the outstanding notes of that series consent to
the sale, (ii) the proceeds of the sale are sufficient to pay in full the
principal of and the accrued interest on those notes at the date of such sale or
(iii) the indenture trustee for that series determines that the proceeds of
receivables would not be sufficient on an ongoing basis to make all payments on
those notes as those payments would have become due if those obligations had not
been declared due and payable, and the indenture trustee obtains the consent of
the holders of 66 2/3% of the outstanding principal amount of those notes.

Each indenture will provide that, subject to the duty of the indenture
trustee to act with the required standard of care if an event of default occurs,
the indenture trustee is not required to exercise any of its rights or powers
under the indenture at the request or direction of any of the noteholders, if
the indenture trustee reasonably believes it will not be adequately indemnified
against the costs, expenses and liabilities which might be incurred by it in
complying with that request. Subject to the provision

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of adequate indemnification of the indenture trustee, the holders of a majority
of the outstanding principal amount of the notes of a series (or of one or more
classes of those notes, if so specified in the applicable prospectus supplement)
will have the right to direct the time, method and place for any remedy
available to the indenture trustee.

Unless otherwise specified in the related prospectus supplement, no
noteholder will have the right to take legal action under the related indenture,
unless:

- the noteholder gives the indenture trustee written notice of a continuing
event of default;

- the holders of at least 25% of the outstanding principal amount of notes
of that series have requested in writing that the indenture trustee take
legal action and offered reasonable indemnity to the indenture trustee;

- the indenture trustee has not received a direction not to take legal
action from the holders of a majority of the outstanding principal amount
of the notes in that series; and

- the indenture trustee has failed to take legal action within 60 days.

In addition, each indenture trustee and the noteholders, by accepting their
notes, will covenant that they will not at any time institute any bankruptcy or
insolvency proceeding against their trust.

None of the trustee for any trust, the related indenture trustee in its
individual capacity, any holder of a certificate representing an ownership
interest in a trust or any of their respective owners, beneficiaries, agents,
officers, directors, employees, affiliates, successors or assigns will be
personally liable for the payment of the principal of or interest on the related
notes or for the agreements of such trust contained in the applicable indenture.

CERTAIN COVENANTS. In its indenture, each trust will agree not to
consolidate with or merge into any other entity, unless:

- the entity formed by or surviving the consolidation or merger is organized
under the laws of the United States or any state,

- that entity expressly assumes the trust's obligations relating to the
notes,

- immediately after the transaction, no event of default would have occurred
and not have been remedied,

- the trust has been advised that the ratings of the notes or the
certificates of the particular series then in effect would not be reduced
or withdrawn by the applicable rating agencies as a result of the
transaction, and

- the trust has received an opinion of counsel to the effect that the
consolidation or merger would have no material adverse tax consequence to
the trust or to any related noteholder or certificateholder.

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Each trust will also agree not to take the following actions:

- sell or otherwise dispose of any of its assets, except as permitted by its
transaction documents,

- claim any credit on or make any deduction from the principal and interest
payable in respect of its notes, other than amounts withheld under the
Internal Revenue Code or applicable state law,

- assert any claim against any present or former holder of those notes
because of the payment of taxes levied or assessed upon the trust,

- dissolve or liquidate in whole or in part, except as contemplated by its
transaction documents,

- permit the validity or effectiveness of its indenture to be impaired or
permit any person to be released from any obligations with respect to the
notes under its indenture, except as may be expressly permitted by its
indenture,

- permit any lien, claim or other encumbrance to affect its assets or any
part of the trust, any interest in its assets or the trust or any related
proceeds, or

- incur, assume or guarantee any indebtedness other than indebtedness
incurred pursuant to its notes and its other transaction documents.

Each trust may engage in only the activities described in the related
prospectus supplement.

ANNUAL COMPLIANCE STATEMENT. Each trust will be required to file annually
with the related indenture trustee a written statement as to the fulfillment of
its obligations under its indenture.

INDENTURE TRUSTEE'S ANNUAL REPORT. The indenture trustee for each trust
will be required to mail each year to all of the related noteholders a brief
report relating to its eligibility and qualification to continue as indenture
trustee, any amounts advanced by it under the indenture, information about
indebtedness owing by the trust to the indenture trustee in its individual
capacity, any property and funds physically held by the indenture trustee as
such and any action taken by it that materially affects the related notes and
that has not been previously reported.

SATISFACTION AND DISCHARGE OF INDENTURE. An indenture may be discharged
with respect to the collateral securing the related notes upon the delivery to
the related indenture trustee for cancellation of all of the related notes or
upon deposit with the indenture trustee of funds sufficient for the payment in
full of the notes.

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DESCRIPTION OF THE CERTIFICATES

Each trust will issue one or more classes of certificates pursuant to a
trust agreement between us and a trustee. We have filed a form of the trust
agreement to be used as an exhibit to the registration statement of which this
prospectus is a part. A trust's certificates may be offered by this prospectus
or may be sold in transactions exempt from registration under the Securities Act
or retained by us or our affiliates. We summarize the material terms of the
certificates below. This summary does not include all of the terms of the
certificates and is qualified by reference to the actual certificates.

We will describe the timing and priority of payment, seniority,
redeemability, allocations of losses, interest rate and amount of or method of
determining payments of principal and interest on each class of certificates of
a series in the related prospectus supplement. Certificateholders' rights to
receive payments on their certificates will be junior to the payment rights of
noteholders in the same series to the extent described in the applicable
prospectus supplement. In addition, the right of holders of any class of
certificates to receive payments of principal and interest may be senior or
subordinate to the rights of holders of any other class or classes of
certificates of the same series. Each series may include one or more classes of
certificates of a type known as "strip certificates." Strip certificates are
entitled to (a) principal payments with disproportionate, nominal or no interest
payments or (b) interest payments with disproportionate, nominal or no principal
payments. Each class of certificates may have a different interest rate, which
may be a fixed or floating interest rate and may be zero for strip certificates.

ADMINISTRATIVE INFORMATION ABOUT THE SECURITIES

DENOMINATIONS

We will identify minimum denominations for purchase of securities in the
related prospectus supplement. If we do not specify any denomination, then the
securities will be available for purchase in minimum denominations of $1,000 and
in greater whole-dollar denominations.

FIXED RATE SECURITIES

Each class of securities may bear interest at a fixed or floating rate per
annum. We will identify the applicable interest rate for each class of fixed
rate securities in the applicable prospectus supplement. Interest on each class
of fixed rate securities will be computed on the basis of a 360-day year of
twelve 30-day months, unless we specify a different computation basis in the
applicable prospectus supplement.

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FLOATING RATE SECURITIES

Each class of floating rate securities will bear interest for interest
periods specified in the applicable prospectus supplement at a rate per annum
equal to:

- a specified base interest rate, which will be based upon the London
interbank offered rate (commonly known as "LIBOR"), commercial paper
rates, federal funds rates, U.S. Government treasury securities rates,
negotiable certificates of deposit rates or another index rate we specify
in the applicable prospectus supplement;

- plus or minus a "spread" of a number of basis points (I.E., one-hundredths
of a percentage point) we will specify in the applicable prospectus
supplement;

- or multiplied by a "spread multiplier," which is a percentage that we will
specify in the applicable prospectus supplement.

In the prospectus supplement for any floating rate securities we may also
specify either or both of the following for any class:

- a maximum, or ceiling, on the rate at which interest may accrue during any
interest period and

- a minimum, or floor, on the rate at which interest may accrue during any
interest period.

In addition to any maximum interest rate specified in the applicable prospectus
supplement, the interest rate applicable to any class of floating rate
securities will in no event be higher than the maximum rate permitted by
applicable law.

Each trust that issues floating rate securities will appoint a calculation
agent to calculate interest rates on each class of its floating rate securities.
The applicable prospectus supplement will identify the calculation agent for
each class of floating rate securities in the offered series. Determinations of
interest by a calculation agent will be binding on the holders of the related
floating rate securities, in the absence of manifest error. All percentages
resulting from any calculation of the rate of interest on a floating rate
security will be rounded, if necessary, to the nearest 1/100,000 of 1%
(.0000001), with five one-millionths of a percentage point rounded upward,
unless we specify a different rounding rule in the related prospectus
supplement.

INDEXED SECURITIES

We may also specify in any prospectus supplement that any class of
securities of the related series will be "indexed securities." In that case, the
principal amount payable at the final scheduled payment date for that class
would be determined by reference to an index related to:

- the difference in the rate of exchange between United States dollars and a
currency or composite currency specified in the prospectus supplement;

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- the difference in the price of a specified commodity on specified dates;

- the difference in the level of a specified stock index, which may be based
on U.S. or foreign stocks on specified dates; or

- another objective price or economic measure described in the prospectus
supplement.

We will disclose the manner of determining the principal amount payable on
any indexed security and historical and other information concerning the index
used in that determination in the applicable prospectus supplement, together
with information concerning tax consequences to the holders of the indexed
securities. This may include alternate means to calculate an index if a third
party that initially calculates or announces the index ceases to do so or
changes the basis upon which the index is calculated.

Unless we specify otherwise in the applicable prospectus supplement,
interest on an indexed security will be payable based on the amount designated
in the prospectus supplement as the "face amount" of the indexed security. We
will also specify in the applicable prospectus supplement whether the principal
amount of any indexed security that would be payable upon redemption or
repayment prior to the applicable final scheduled payment date would be its face
amount, its principal amount based on the applicable index at the time of
redemption or repayment or some other amount.

BOOK-ENTRY REGISTRATION

THE CLEARING ORGANIZATIONS. We will specify in the related prospectus
supplement whether or not investors may hold their securities in book-entry
form, directly or indirectly, through one of three major securities clearing
organizations:

- in the United States, The Depository Trust Company (commonly known as
"DTC"); or

- in Europe, either Clearstream Banking, societe anonyme (commonly known as
"CLEARSTREAM") or Euroclear (also known as the "Euroclear System").

Each of these entities holds securities for its participating organizations and
facilitates the clearance and settlement of securities transactions between its
participants through electronic book-entry changes in the participants'
accounts. This eliminates the need for physical movement of certificates
representing the securities.

DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to Section 17A of the Securities Exchange Act. DTC
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. Indirect access to the
DTC system is also available to others, such as securities brokers and dealers,
banks, and trust companies that clear

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through or maintain a custodial relationship with a DTC participant, either
directly or indirectly. The rules applicable to DTC and its participants are on
file with the SEC.

Clearstream is a limited liability company organized under the laws of
Luxembourg as a professional depository. It settles transactions in a number of
currencies, including United States dollars. Clearstream provides its
participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. Clearstream interfaces with domestic markets in several
countries. As a professional depository, Clearstream is subject to regulation by
the Luxembourg Monetary Institute. Clearstream's participants are recognized
financial institutions around the world, including underwriters, securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations and may include the underwriters of any series of
securities. Indirect access to Clearstream is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Clearstream participant, either directly or
indirectly.

Euroclear was created in 1968. It settles transactions in a number of
currencies, including United States dollars. Euroclear includes various other
services, including securities lending and borrowing. Euroclear interfaces with
domestic markets in many countries generally similar to the arrangements for
cross-market transfers with DTC described below. Euroclear is operated by Morgan
Guaranty Trust Company of New York, Brussels, Belgium office, under contract
with Euroclear Clearance System, Societe Cooperative, a Belgian cooperative
corporation. All operations are conducted by Euroclear's operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear operator, not the cooperative. The board of the cooperative
establishes policy for the Euroclear System. Euroclear participants include
banks (including central banks), securities brokers and dealers and other
professional financial intermediaries and may include the underwriters of any
series of securities. Indirect access to Euroclear is also available to other
firms that maintain a custodial relationship with a Euroclear participant,
either directly or indirectly.

The Euroclear operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission.

Securities clearance accounts and cash accounts with the Euroclear operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related operating procedures of the Euroclear System. These Terms and Conditions
govern transfers of securities and cash within Euroclear, withdrawal of
securities and cash from Euroclear, and receipts of payments with respect to
securities in Euroclear. All securities in the Euroclear System are held on a
fungible basis without attribution of specific certificates to specific
securities clearance accounts. The Euroclear operator

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acts under the Terms and Conditions only on behalf of Euroclear participants and
has no record of or relationship with persons holding through Euroclear
participants.

BOOK-ENTRY CLEARANCE MECHANICS. If book-entry arrangements are made, then a
nominee for DTC will hold global certificates representing the securities.
Clearstream and Euroclear will hold omnibus positions on behalf of their
respective participants, through customers' securities accounts in Clearstream's
and Euroclear's names on the books of their respective depositaries, which in
turn will hold positions in customers' securities accounts in the depositaries'
names on the books of DTC.

Transfers between DTC's participants will occur in accordance with DTC
rules. Transfers between Clearstream's participants and Euroclear's participants
will occur in the ordinary way in accordance with their applicable rules and
operating procedures.

Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream
participants or Euroclear participants, on the other, will be effected in DTC in
accordance with DTC rules on behalf of the relevant European international
clearing system by its depositary. However, such cross-market transactions will
require delivery of instructions to the relevant European international clearing
system by the counterparty in such system in accordance with its rules and
procedures and within its established deadlines (European time). The relevant
European international clearing system will, if the transaction meets its
settlement requirements, deliver instructions to its depositary to take action
to effect final settlement on its behalf by delivering or receiving securities
in DTC, and making or receiving payment in accordance with normal procedures for
same-day funds settlement applicable to DTC. Clearstream participants and
Euroclear participants may not deliver instructions directly to Clearstream's
and Euroclear's depositaries.

Because of time-zone differences, credits of securities in Clearstream or
Euroclear as a result of a transaction with a DTC participant will be made
during the subsequent securities settlement processing, dated the business day
following the DTC settlement date. Credits or other transactions in securities
settled during any processing will be reported to the relevant Clearstream
participant or Euroclear participant on that business day. Cash received in
Clearstream or Euroclear as a result of sales of securities by or through a
Clearstream participant or a Euroclear participant to a DTC participant will be
received with value on the DTC settlement date but will be available in the
relevant Clearstream or Euroclear cash account only as of the business day
following settlement in DTC.

Purchases of securities under the DTC system must be made by or through DTC
participants, which will receive a credit for the securities on DTC's records.
The ownership interest of each actual securityholder is in turn to be recorded
on the DTC participants' and indirect participants' records.

Securityholders will not receive written confirmation from DTC of their
purchase, but securityholders are expected to receive written confirmations
providing details of

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the transaction, as well as periodic statements of their holdings, from the DTC
participant or indirect participant through which the securityholder entered
into the transaction. Transfers of ownership interests in the securities are to
be accomplished by entries made on the books of DTC participants acting on
behalf of securityholders. Securityholders will not receive certificates
representing their ownership interest in securities, unless the book-entry
system for the securities is discontinued. Because of this, unless and until
definitive securities for such series are issued, securityholders will not be
recognized by the applicable indenture trustee or trustee as "noteholders,"
"certificateholders" or "securityholders," as the case may be. Hence, unless and
until definitive securities are issued, securityholders will only be able to
exercise their rights as securityholders indirectly through DTC and its
participating organizations.

To facilitate subsequent transfers, all securities deposited by DTC
participants with DTC are registered in the name of DTC's nominee. The deposit
of securities with DTC and their registration in the name of its nominee effects
no change in beneficial ownership. DTC has no knowledge of the actual
securityholders of the securities. Its records reflect only the identity of the
DTC participants to whose accounts such securities are credited, which may or
may not be the securityholders. The DTC participants are responsible for keeping
account of their holdings on behalf of their customers.

Notices and other communications conveyed by DTC to DTC participants, by DTC
participants to indirect participants, and by DTC participants and indirect
participants to securityholders are governed by arrangements among them and any
statutory or regulatory requirements that are in effect from time to time.

Neither DTC nor its nominee will consent or vote with respect to securities.
Under its usual procedures, DTC mails an omnibus proxy to the issuer as soon as
possible after the record date, which assigns its nominee's consenting or voting
rights to those DTC participants to whose accounts the securities are credited
on the record date (identified in a listing attached thereto).

Principal and interest payments on securities cleared through DTC will be
made to DTC. DTC's practice is to credit participants' accounts on the
applicable payment date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive payment
on the payment date. Payments by DTC participants to securityholders will be
governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name" and will be the responsibility of the DTC participant and not of
DTC, the trustee or us, subject to any statutory or regulatory requirements that
are in effect from time to time. Payment of principal and interest to DTC is the
responsibility of the trustee, disbursement of those payments to DTC
participants is the responsibility of DTC, and disbursement of the payments to
securityholders is the responsibility of DTC participants and indirect
participants.

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Principal and interest payments on securities held through Clearstream or
Euroclear will be credited to the cash accounts of Clearstream participants or
Euroclear participants in accordance with the relevant system's rules and
procedures, to the extent received by its depositary. Those payments will be
subject to tax reporting in accordance with relevant United States tax laws and
regulations, as described below in "U.S. Federal Income Tax Consequences."
Clearstream or the Euroclear operator, as the case may be, will take any other
action permitted to be taken by a securityholder under a related agreement on
behalf of a Clearstream participant or Euroclear participant only in accordance
with its relevant rules and procedures and subject to its depositary's ability
to effect such actions on its behalf through DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of securities among participants of
DTC, Clearstream and Euroclear, they are under no obligation to perform or
continue to perform such procedures and such procedures may be discontinued at
any time.

We obtained the information in this section concerning DTC, Clearstream and
Euroclear and their respective book-entry systems from sources that we believe
to be reliable, but we take no responsibility for its accuracy.

DEFINITIVE SECURITIES

Notes or certificates that are initially cleared through DTC will be issued
in definitive, fully registered, certificated form to investors or their
respective nominees, rather than to DTC or its nominee, only if:

- the administrator for any trust advises the related indenture trustee or
the related trustee, as applicable, in writing that DTC is no longer
willing or able to discharge properly its responsibilities as depository
with respect to such securities, and the administrator is unable to locate
a qualified successor,

- the administrator, at its option, advises the indenture trustee in writing
that it elects to terminate the book-entry system through DTC or

- after the occurrence of an event of default or a servicer default with
respect to a series of securities, securityholders representing at least a
majority of the outstanding principal amount of the notes or the
certificates, as the case may be, in that series advise the applicable
trustee through DTC in writing that the continuation of a book-entry
system through DTC (or a successor thereto) with respect to the notes or
certificates is no longer in the best interest of their holders.

If any of these events occur, the applicable trustee will be required to
notify all holders of the securities in the affected series through clearing
organization participants of the availability of definitive securities. Upon
surrender by DTC of the definitive certificates representing the corresponding
securities and receipt of

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instructions for re-registration, the applicable trustee will reissue the
securities to the securityholders as definitive securities.

Principal and interest payments on all definitive securities will be made by
the applicable trustee in accordance with the procedures set forth in the
related indenture or the related trust agreement, as applicable, directly to
holders of definitive securities in whose names the definitive securities were
registered at the close of business on the applicable record date specified for
the securities in the related prospectus supplement. Those payments will be made
by check mailed to the address of each holder as it appears on the register
maintained by the applicable trustee. The final payment on any definitive
security, however, will be made only upon presentation and surrender of the
definitive security at the office or agency specified in the notice of final
distribution to the applicable securityholders.

Definitive securities will be transferable and exchangeable at the offices
of the applicable trustee or of a registrar named in a notice delivered to
holders of definitive securities. No service charge will be imposed for any
registration of transfer or exchange, but the applicable trustee may require
payment of a sum sufficient to cover any tax or other governmental charge
imposed in connection with a transfer or exchange.

LIST OF SECURITYHOLDERS

Three or more holders of the notes of any series or one or more holders of
notes evidencing at least 25% of the aggregate outstanding principal balance of
the notes of a series may, by written request to the related indenture trustee,
obtain access to the list of all noteholders maintained by the indenture trustee
for the purpose of communicating with other noteholders with respect to their
rights under the related indenture or the notes. The indenture trustee may elect
not to afford the requesting noteholders access to the list of noteholders if it
agrees to mail the desired communication or proxy, on behalf of and at the
expense of the requesting noteholders, to all noteholders of their series.

Three or more holders of the certificates of any series or one or more
holders of certificates evidencing at least 25% of the aggregate outstanding
balance of the certificates of a series may, by written request to the related
trustee, obtain access to the list of all certificateholders maintained by the
trustee for the purpose of communicating with other certificateholders with
respect to their rights under the related trust agreement or the certificates.

REPORTS TO SECURITYHOLDERS

On or prior to each payment date for the securities of a trust, the servicer
for the trust will prepare and provide to the trust's indenture trustee a
statement to be delivered, or otherwise made available in the manner specified
under "Description of the Notes--The Indenture Trustee" in the prospectus
supplement for your securities, to the related noteholders and to the trustee a
statement to be delivered to the

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related certificateholders on the payment date. Each of these statements will
include, to the extent applicable to the particular series or class of
securities, the following information (and any other information specified in
the related prospectus supplement) with respect to the payment date or the
period since the previous payment date:

(1) the amount of any principal payment on each class of securities;

(2) the amount of any interest payment on each class of securities;

(3) the aggregate balance of receivables in the trust at the end of the
prior calendar month;

(4) the aggregate outstanding principal balance and the note pool factor
for each class of notes, and the aggregate outstanding balance and the
certificate pool factor for each class of such certificates, each after
giving effect to all payments reported under clause (1) above;

(5) the amount of the servicing fee paid to the servicer for the prior
calendar month;

(6) the interest rate for the next period for any floating rate
securities;

(7) the amount of the administration fee paid to the administrator for
the prior calendar month;

(8) the amount of the net losses on receivables, if any, during the
prior calendar month;

(9) the aggregate purchase price paid for receivables, if any, that were
purchased or repurchased by us or the servicer during the prior calendar
month;

(10) the balance on deposit in any spread account or the amount
available under any other credit enhancement on the payment date, after
giving effect to any changes on that date;

(11) for each payment date during a pre-funding period, the remaining
balance in the pre-funding account; and

(12) for the first payment date that is on or immediately following the
end of a pre-funding period, the amount of any remaining balance in the
pre-funding account that has not been used to fund the purchase of
receivables and is being paid as principal on the securities.

Each amount described in subclauses (1), (2), (5) and (7) will be expressed
as a dollar amount per $1,000 of the initial principal balance of the related
notes or certificates.

The note pool factor for each class of notes will be a seven-digit decimal
indicating the remaining outstanding principal balance of such class of notes,
as of each payment date (after giving effect to payments to be made on such
payment

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date), as a percentage of the initial outstanding principal balance of such
class of notes. Similarly, the certificate pool factor for each class of
certificates will be a seven-digit decimal indicating the remaining balance of
such class of certificates, as of each payment date (after giving effect to
distributions to be made on such payment date), as a fraction of the initial
outstanding balance of such class of certificates. Each note pool factor and
each certificate pool factor will initially be 1.0000000 and will decline over
time to reflect reductions in the outstanding balance of the applicable class of
notes or certificates.

A noteholder's portion of the aggregate outstanding principal balance of the
related class of notes is the product of (i) the original denomination of the
noteholder's note and (ii) the applicable note pool factor. A
certificateholder's portion of the aggregate outstanding balance of the related
class of certificates is the product of (a) the original denomination of such
certificateholder's certificate and (b) the applicable certificate pool factor.

Within the prescribed period of time for tax reporting purposes after the
end of each calendar year during the term of each trust, the applicable trustee
will mail to each person who at any time during such calendar year has been a
securityholder with respect to such trust and received any payment thereon, a
statement containing certain information for the purposes of such
securityholder's preparation of Federal income tax returns.

DESCRIPTION OF THE TRANSACTION AGREEMENTS

We summarize below the material terms of the agreements under which the
credit companies will, directly or indirectly, sell receivables to us, and we
will transfer them to each trust, and under which Case Credit will agree to
service the trust's receivables and administer the trust. We will disclose any
additional material terms relating to a particular trust's agreements in the
related prospectus supplement. We have filed forms of these agreements as
exhibits to the registration statement of which this prospectus is a part. The
following summary does not include all of the terms of the agreements and is
qualified by reference to the actual agreements.

REGULAR SALES OF RECEIVABLES

We buy a significant portion of the receivables that we will sell to most
trusts prior to the closing date for the particular trust. Currently, we only do
this with receivables originated by Case Credit. We finance our purchase of
these receivables by selling interests in those receivables under the terms of a
financing agreement with multiple purchasers. For accounting purposes, these
sales are treated as loans secured by the receivables. Subject to certain
limitations, we generally buy, directly or indirectly, all of the receivables
meeting our eligibility requirements that Case Credit originated during the
preceding calendar month. We expect to sell most of the receivables that we buy
under this financing agreement to a trust that will issue securities offered
under this prospectus. Under the financing agreement, Case Credit must use
procedures to select the receivables to be sold that are not adverse to our
interests.

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Under the terms of the financing agreement, we grant to the purchasers a
security interest in the receivables we have purchased as described above and
that have not been previously released, along with some other collateral.
However, we have the right to obtain the release of the receivables from the
liens granted under the financing agreement prior to transferring them to a
trust that will issue securities for offer under this prospectus. In connection
with these releases, we are required to pay a portion of the proceeds from the
related issuance as a repurchase price.

We buy these receivables without recourse to Case Credit for defaults by the
obligors. However, Case Credit represents and warrants to us on each purchase
date as to the receivables being sold on that date, among other things, that:

(1) each of the receivables meets our eligibility requirements;

(2) the information Case Credit has provided to us about the receivables
is correct in all material respects;

(3) the obligor on each of the receivables is required to maintain
physical damage insurance covering the financed equipment in accordance with
Case Credit's normal requirements;

(4) as of the purchase date, the receivables are free and clear of all
security interests, liens, charges and encumbrances, and no offsets,
defenses or counterclaims have been asserted or threatened;

(5) as of the purchase date, each of the receivables is or will be
secured by a first priority perfected security interest in the financed
equipment in favor of Case Credit; and

(6) each of the receivables complied at the time it was originated and
complies as of the purchase date with applicable Federal and state laws in
all material respects, including consumer credit, truth in lending, equal
credit opportunity and disclosure laws.

If Case Credit breaches any of its representations or warranties concerning
the receivables, it must repurchase from us any receivable materially and
adversely affected by the breach at a price equal to the contract's balance on
the settlement date immediately succeeding the month in which such repurchase
obligation arises. This repurchase obligation is the sole remedy available to us
for any such breach.

SALES OF RECEIVABLES IN CONNECTION WITH THE OFFERING OF SECURITIES BY A TRUST

In addition to the receivables that we buy from Case Credit on a regular
basis as described above, we may also buy receivables, directly or indirectly,
from the credit companies to transfer to a trust on the closing date for that
trust under a purchase agreement entered into in connection with the offering of
securities by a trust. We buy those receivables on substantially the same terms
as under the financing agreement described above (including substantially the
same representations and warranties by the selling credit company regarding the
receivables). The receivables we buy under these purchase agreements are
originated directly or indirectly by the

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credit companies. The credit companies may also sell receivables to another one
of their subsidiaries, and we may buy the receivables from that subsidiary on
substantially the same terms as our purchases from the credit companies.

We then sell receivables that we have acquired as described above to one of
the trusts, pursuant to a sale and servicing agreement. These sales are also
made without recourse. The related trustee will, concurrently with this sale,
execute and deliver the related notes and certificates. The trust will apply the
net proceeds received from the sale of its notes and certificates to pay us for
the related receivables, and, to the extent specified in the related prospectus
supplement, to make a deposit in a pre-funding account and initial deposits in
other trust accounts. If there is a pre-funding account, the credit companies
will sell, directly or indirectly, additional receivables to us, and we will in
turn sell them to the trust from time to time during a pre-funding period, as
described further in the related prospectus supplement.

If we breach any of our representations or warranties made in a sale and
servicing agreement, and our breach is not cured by the last day of the second
(or, if we elect, the first) month following the discovery by or notice to the
trustee of the breach, we will repurchase any receivable materially and
adversely affected by our breach as of such last day at a price equal to the
contract value of the receivable, as specified in the related prospectus
supplement. Our obligation to purchase any receivable with respect to which any
representation or warranty has been breached is subject to the credit company
that sold the receivable to us repurchasing the receivable from us. This
repurchase obligation is the only remedy available to the noteholders, the
indenture trustee, the certificateholders or the trustee for any trust for any
uncured breach.

Under each sale and servicing agreement, Case Credit, as servicer, will
continue to service the receivables held by the related trust and will receive
fees for its services. In order to assure uniform quality in servicing the
receivables and to reduce administrative costs, we and each trust will designate
the servicer as custodian to maintain possession, as the agent for each trust,
of the receivables and related documents. However, notes evidencing any
unsecured dealer loans that we sell to a trust will be delivered to the related
indenture trustee. In addition, Case Credit and New Holland Credit have entered
into a subservicing agreement pursuant to which New Holland Credit has agreed to
act as subservicer and custodian in connection with each receivable originated
by New Holland Credit and transferred to a trust. However, Case Credit, as
servicer and custodian, will remain obligated and liable with respect to all
receivables transferred to the trusts. For a further description of the
appointment of subservicers, including New Holland Credit, by Case Credit, see
"--Appointment of Subservicers."

The obligors on the receivables are not notified that their receivables have
been transferred by the credit companies to us or by us to the trust. However,
each credit company marks its accounting records to reflect these sales, and
Uniform Commercial Code financing statements reflecting the sales are filed.

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Under each sale and servicing agreement, the servicer has an option to
purchase all of the remaining receivables held by the trust after their
aggregate contract values fall below 10% of the sum of the contract values of
all of the trust's receivables, measured for each receivable at the time of its
sale to the trust.

ACCOUNTS

The servicer will establish and maintain the following bank accounts for
each trust:

- a collection account, into which all payments made on or with respect to
the related receivables will be deposited;

- a note distribution account, into which amounts available for payment to
the noteholders will be deposited and from which those payments will be
made;

- a certificate distribution account, into which amounts available for
payment to the certificateholders will be deposited and from which those
payments will be made; and

- if so specified in the prospectus supplement, a pre-funding account.

We will describe any other accounts to be established for a trust in the
related prospectus supplement.

Funds held in a trust's bank accounts will be invested in the following
types of investments:

(a) direct obligations of, or obligations fully guaranteed as to timely
payment by, the United States of America;

(b) demand deposits, time deposits or certificates of deposit of any
domestic depository institution or trust company or any domestic branch of a
foreign bank that is subject to supervision and examination by federal or
state banking or depository institution authorities, in each case where the
issuer has at the time of the investment or contractual commitment to invest
short-term credit ratings from each of the applicable rating agencies in its
highest investment category;

(c) commercial paper having, at the time of the investment or
contractual commitment to invest, a rating from each of the applicable
rating agencies in its highest investment category;

(d) investments in money market funds having a rating from each of the
applicable rating agencies in its highest investment category, including
funds for which the indenture trustee or the trustee or any of their
respective affiliates is investment manager or advisor;

(e) bankers' acceptances issued by any depository institution or trust
company referred to in clause (b) above;

(f) repurchase obligations with respect to any security that is a direct
obligation of, or fully guaranteed as to timely payment by, the United
States of

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America or any of its agencies or instrumentalities the obligations of which
are backed by the full faith and credit of the United States of America, in
either case entered into with a depository institution or trust company
(acting as principal) described in clause (b); and

(g) any other investment permitted by each of the applicable rating
agencies as set forth in writing delivered to the indenture trustee.

Investments described in clauses (d) and (g) will be made only so long as
making such investments will not require the trust to register as an investment
company, in accordance with the Investment Company Act of 1940. During any
pre-funding period, no investments in money market funds will be made with funds
in any account other than the collection account. Also, so long as they meet the
criteria listed above, these investments may include securities issued by us or
our affiliates or trusts originated by us or our affiliates. Except as described
below with respect to spread accounts, the investments made in each trust's bank
accounts are limited to obligations or securities that mature on or before the
business day preceding the next payment date.

In the unlikely event of defaults on investments made in a trust's bank
accounts, investors in the securities could experience losses or payment delays.
Earnings from these investments, net of losses and investment expenses, will be
deposited in the applicable collection account on each payment date and treated
as collections on the related receivables.

Each trust's bank accounts will be maintained in one of the following forms:

- as segregated accounts with (a) the corporate trust department of the
related indenture trustee or the related trustee, or (b) a depository
institution organized under the laws of the United States of America, any
state or the District of Columbia (or any domestic branch of a foreign
bank) (1) which has either (A) a long-term unsecured debt rating or
certificate of deposit rating acceptable to the applicable rating agencies
or (B) a short-term unsecured debt rating or certificate of deposit rating
acceptable to the applicable rating agencies and (2) whose deposits are
insured by the FDIC;

- as segregated trust account with the corporate trust department of a
depository institution organized under the laws of the United States of
America, any state or the District of Columbia (or any domestic branch of
a foreign bank), having corporate trust powers and acting as trustee for
funds deposited in such account, so long as any of the securities of such
depository institution have a credit rating from each applicable rating
agency in one of its generic rating categories which signifies investment
grade; or

- as any other segregated account the deposit of funds in which has been
approved by the applicable rating agencies.

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SERVICING PROCEDURES

The servicer will agree to make reasonable efforts to collect all payments
on the receivables held by each trust in a manner consistent with the related
sale and servicing agreement, and to use the collection procedures it follows
with respect to comparable agricultural, construction and other equipment
receivables it services for itself or others. These procedures may vary in some
respects between receivables originated by New Holland Credit and other
receivables. Consistent with its normal procedures, the servicer may, in its
discretion, arrange with the obligor on a receivable to extend or modify the
payment schedule. However, no such arrangement will be permitted to extend the
final payment date of any receivable beyond the final scheduled maturity date
specified for the related securities in the applicable prospectus supplement
unless the servicer purchases the receivable from the trust for a purchase price
equal to its contract value.

If the servicer forecloses on the collateral for a receivable, the servicer
may sell the collateral at public or private sale, or take any other action
permitted by applicable law. When appropriate, in connection with its servicing
obligations, the servicer may require the applicable indenture trustee to
deliver all or a portion of one or more notes evidencing unsecured dealer loans.
The servicer will return any such notes to the applicable indenture trustee when
the servicer no longer needs it, unless the related loan has been paid in full.

COLLECTIONS

The servicer will deposit, or cause to be deposited, all payments received
on a trust's receivables during a calendar month into the related collection
account within two business days after receipt. However, at any time when
(a) Case Credit is the servicer, (b) there exists no servicer default and
(c) each other condition to making deposits less frequently than daily as may be
specified by the applicable rating agencies or set forth in the related
prospectus supplement is satisfied, the servicer will not be required to deposit
payments into the collection account until on or before the business day
preceding the applicable payment date. Pending deposit into the collection
account, the servicer may invest collections at its own risk and for its own
benefit, and the collections will not be segregated from its own funds. If the
servicer were unable to remit such funds, securityholders might incur a loss. To
the extent described in the related prospectus supplement, the servicer may, in
order to satisfy the requirements described above, obtain a letter of credit or
other security for the benefit of the related trust to secure timely remittances
of collections on the related receivables.

At any time when the servicer is permitted to remit collections once a
month, the servicer will be permitted to make that deposit net of distributions
to be made to the servicer with respect to the same calendar month. The
servicer, however, will account to the indenture trustee, the trustee, the
noteholders and the certificateholders with respect to each trust as if all
deposits, distributions and transfers were made individually.

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SERVICING COMPENSATION

With respect to each trust, the servicer will be entitled to receive a
servicing fee for each calendar month in an amount equal to a percentage per
annum specified in the related prospectus supplement of the aggregate contract
value of the trust's receivables as of the first day of the applicable calendar
month. The servicing fee will be paid solely from the sources, and at the
priority, specified in the related prospectus supplement. Any fees agreed to
between Case Credit, as servicer, and New Holland Credit, as subservicer, for
servicing receivables originated by New Holland Credit and ultimately
transferred to a trust shall be paid solely by Case Credit.

EVIDENCE AS TO COMPLIANCE

Each sale and servicing agreement will require that a firm of independent
public accountants furnish to the related trustee and indenture trustee annually
a statement as to compliance by the servicer during the preceding twelve months
(or in the case of the first such certificate, from the applicable closing date)
with specified standards relating to the servicing of the applicable
receivables, the servicer's accounting records and computer files and certain
other matters.

Each sale and servicing agreement will also require that an officer of the
servicer deliver to the related trust and indenture trustee, substantially
simultaneously with the delivery of the accountants' statement, a certificate
stating that the servicer has fulfilled its obligations under the sale and
servicing agreement throughout the preceding twelve months (or, in the case of
the first such certificate, from the closing date) or, if there has been a
default in the fulfillment of any such obligation, describing each such default.

Securityholders may obtain copies of such statements and certificates by
written request addressed to the applicable trustee.

APPOINTMENT OF SUBSERVICERS

Case Credit, as servicer, may at any time appoint a subservicer to perform
all or any portion of its obligations as servicer. In the case of receivables
originated by New Holland Credit and transferred to a trust, Case Credit has
appointed New Holland Credit to act as subservicer of those receivables. The
appointment of any subservicer, other than New Holland Credit, is subject to the
condition that the applicable rating agencies confirm in writing that the
appointment of any subservicer will not result in the reduction or withdrawal of
the rating of the securities in the applicable series. The servicer shall remain
obligated and be liable to the trust, the trustee, the indenture trustee, the
certificateholders and the noteholders for the servicing and administering of
the receivables in accordance with the applicable sale and servicing agreement
without diminution of those obligations and liabilities by virtue of the
appointment of any subservicer and to the same extent and under the same terms
and conditions as if the servicer itself were servicing and administering the
receivables. The fees and expenses of each subservicer shall be as agreed
between the servicer and its

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subservicer from time to time and none of the issuer, the trustee, the indenture
trustee, the certificateholders or the noteholders shall have any responsibility
therefor.

RESIGNATION, LIABILITY AND SUCCESSORS OF THE SERVICER

Case Credit will not be permitted to resign from its obligations and duties
as servicer for any trust, except upon determination that Case Credit's
performance of such duties is no longer permissible under applicable law. No
resignation will become effective until the related indenture trustee or a
successor servicer has assumed Case Credit's servicing obligations and duties.

Neither the servicer nor any of its directors, officers, employees and
agents will be under any liability to any trust or the related noteholders or
certificateholders for taking any action or for refraining from taking any
action under the applicable sale and servicing agreement or for errors in
judgment. However, none of the listed parties will be protected against any
liability that would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of the servicer's duties thereunder or by
reason of reckless disregard of its obligations and duties thereunder. In
addition, the servicer will not be under any obligation to appear in, prosecute
or defend any legal action that is not incidental to the servicer's servicing
responsibilities under the related sale and servicing agreement and that, in its
opinion, may cause it to incur any expense or liability.

Upon compliance with procedural requirements specified in the related sale
and servicing agreement, any of the following entities will be the successor of
the servicer under that sale and servicing agreement:

- any entity into which the servicer may be merged or consolidated, or any
entity resulting from any merger or consolidation to which the servicer is
a party,

- any entity succeeding to the business of the servicer, or

- any corporation 50% or more of the voting stock of which is owned,
directly or indirectly, by CNH, which assumes the obligations of the
servicer.

SERVICER DEFAULT

The following events will constitute "servicer defaults" under each sale and
servicing agreement:

- the servicer fails to make required deposits or to direct the indenture
trustee to make required distributions, subject to a three business day
cure period after discovery or notice;

- we or the servicer breach our respective obligations under the sale and
servicing agreement, subject to materiality limitations and a 60 day cure
period after notice; and

- bankruptcy or insolvency of the servicer or us.

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RIGHTS UPON SERVICER DEFAULT

If a servicer default under a sale and servicing agreement occurs and
remains unremedied, the related indenture trustee or holders of notes of the
related series evidencing at least 25% in outstanding principal amount of such
notes (or of one or more particular classes of such notes, if specified in the
related prospectus supplement) may terminate all the rights and obligations of
the servicer under the sale and servicing agreement. In that event, the
indenture trustee or a successor servicer appointed by the indenture trustee
will succeed to all the responsibilities, duties and liabilities of the servicer
under the sale and servicing agreement and will be entitled to similar
compensation arrangements. If, however, a bankruptcy trustee or similar official
has been appointed for the servicer, and no servicer default other than that
appointment has occurred, the trustee or other official may have the power to
prevent the indenture trustee or noteholders from effecting a transfer of
servicing.

If the indenture trustee is unwilling or unable to act as successor
servicer, it may appoint, or petition a court of competent jurisdiction for the
appointment of, a successor with a net worth of at least $50,000,000 and whose
regular business includes the servicing of equipment receivables. The indenture
trustee may make arrangements for compensation to be paid to the successor
servicer, but the compensation may in no event be greater than the servicing fee
provided for under the sale and servicing agreement. Neither the trustee nor the
certificateholders have the right to remove the servicer if a servicer default
occurs when any notes of the same series remain outstanding.

WAIVER OF PAST DEFAULTS

With respect to each trust, unless otherwise provided in the related
prospectus supplement, the holders of notes evidencing at least a majority in
principal amount of the then outstanding notes of the related series may, on
behalf of all noteholders and certificateholders, waive any default by the
servicer in the performance of its obligations under the related sale and
servicing agreement and its consequences, except a default in making any
required deposits to or payments from any of the trust accounts. Therefore, the
noteholders have the ability to waive defaults by the servicer which could
materially adversely affect the certificateholders. In addition, unless
otherwise provided in the related prospectus supplement, the holders of the
related certificates evidencing at least a majority of the outstanding
certificate balance may, on behalf of all noteholders and certificateholders,
waive any servicer default that does not adversely affect the related indenture
trustee or noteholders. None of these waivers will impair the noteholders' or
certificateholders' rights with respect to subsequent defaults.

AMENDMENT

Unless otherwise provided in the related prospectus supplement, each of a
trust's transaction agreements may be amended by the parties to the agreement,
without the

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consent of the related noteholders or certificateholders, so long as such action
will not, in the opinion of counsel satisfactory to the related indenture
trustee and the related trustee, materially and adversely affect the interest of
any of the trust's noteholders or certificateholders. In addition, unless
otherwise provided in the related prospectus supplement, each of a trust's
transaction agreements may be amended by the parties to the agreement, without
the consent of the related noteholders or certificateholders, to substitute or
add credit enhancement for any class of securities, so long as the applicable
rating agencies confirm in writing that such substitution or addition will not
result in a reduction or withdrawal of the rating of any class of securities in
the related series.

Unless otherwise specified in the related prospectus supplement, each of a
trust's transaction agreements may be amended by the parties to the agreement,
with the consent of the indenture trustee, the holders of notes evidencing at
least a majority in principal amount of then outstanding notes of the related
series and the holders of certificates of such series evidencing at least a
majority of the certificate balance. However, no such amendment may
(a) increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on the related receivables or distributions
that are required to be made for the benefit of such noteholders or
certificateholders or (b) reduce the required percentage of the notes or
certificates of that are required to consent to any such amendment, without the
consent of the holders of all the outstanding notes or certificates, as the case
may be, of such series.

PAYMENT OF NOTES

Upon the payment in full of all outstanding notes of a given series and the
satisfaction and discharge of the related indenture, the related trustee will
succeed to all the rights of the indenture trustee, and the certificateholders
will succeed to all the rights of the noteholders, under the related sale and
servicing agreement, except as otherwise provided therein in the sale and
servicing agreement.

TERMINATION

With respect to each trust, our obligations and the obligations of the
servicer, the related trustee and the related indenture trustee pursuant to the
trust's transaction agreements will terminate upon (a) the maturity or other
liquidation of the last related receivables and the disposition of any amounts
received upon liquidation of any such remaining receivables and (b) the payment
to noteholders and certificateholders of the related series of all amounts
required to be paid to them pursuant to the transaction agreements. The servicer
will provide notice of any termination of a trust to the applicable trustee and
the indenture trustee. Within five business days of the receipt of notice from
the servicer, the trustee will mail notice of such termination to the
certificateholders. The indenture trustee will mail notice of any such
termination to the noteholders.

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ADMINISTRATION AGREEMENT

Case Credit will enter into an administration agreement with each trust and
the related indenture trustee under which Case Credit will act as administrator
for the trust. The administrator will perform on behalf of the trust
administrative obligations required by the related indenture. Unless otherwise
specified in the prospectus supplement for any trust, as compensation for the
performance of the administrator's obligations under the administration
agreement and as reimbursement for its related expenses, the administrator will
be entitled to a quarterly administration fee in an amount equal to $500.

CREDIT AND CASH FLOW ENHANCEMENT

We will describe the amounts and types of credit enhancement arrangements
and the provider of the credit enhancements, if applicable, with respect to each
class of securities of a given series in the related prospectus supplement.
Credit enhancement may be in the form of subordination of one or more classes of
securities, spread accounts, over-collateralization, letters of credit, credit
or liquidity facilities, surety bonds, guaranteed investment contracts, swaps or
other interest rate protection agreements, repurchase obligations, other
agreements with respect to third party payments or other support, cash deposits
or such other arrangements as may be described in the related prospectus
supplement or any combination of two or more of the foregoing. Credit
enhancement for a class of securities may cover one or more other classes of
securities of the same series, and credit enhancement for a series of securities
may cover one or more other series of securities. Any credit enhancement that
constitutes a guarantee of the applicable securities will be separately
registered under the Securities Act unless exempt from such registration.

The presence of a spread account and other forms of credit enhancement for
the benefit of any class or series of securities is intended to enhance the
likelihood of receipt by the securityholders of the full amount of principal and
interest due on their securities and to decrease the likelihood that the
securityholders will experience losses. The credit enhancement for a class or
series of securities generally will not provide protection against all risks of
loss and will not guarantee repayment of the entire principal balance, with
interest. If losses occur which exceed the amount covered by any credit
enhancement or which are not covered by any credit enhancement, securityholders
of any class or series will bear their allocable share of deficiencies, as
described in the related prospectus supplement. In addition, if a form of credit
enhancement covers more than one class or series of securities, securityholders
of any one class or series will be subject to the risk that the credit
enhancement will be exhausted by the claims of securityholders of other classes
or series.

We may replace the credit enhancement for any class of securities with
another form of credit enhancement without the consent of securityholders, if
the applicable

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rating agencies confirm in writing that the substitution will not result in the
reduction or withdrawal of their rating of any class of securities of the
related series.

SPREAD ACCOUNT. If so provided in the related prospectus supplement, the
servicer will establish for a series or class of securities a spread account,
which will be maintained in the name of the applicable indenture trustee. We may
initially fund any spread account by a deposit on the applicable closing date in
an amount set forth in the related prospectus supplement. As further described
in the related prospectus supplement, the amount on deposit in the spread
account may be increased on each payment date up to a balance specified in the
related prospectus supplement by the deposit of collections on the related
receivables remaining after all higher priority payments on that payment date.
We will describe in the related prospectus supplement the circumstances and
manner under which distributions may be made out of the spread account to
holders of securities, to us or to any of our transferees or assignees.

To the extent permitted by the applicable rating agencies, funds in a
trust's spread account may be invested in securities that will not mature prior
to the next payment date. As a result, the amount of cash in a spread account at
any time may be less than the balance of the spread account. If the amount
required to be withdrawn from any spread account to cover shortfalls in
collections on the related receivables (as provided in the related prospectus
supplement) exceeds the amount of cash in the spread account, a temporary
shortfall in the amounts distributed to the related noteholders or
certificateholders could result, which could, in turn, increase the average life
of the related securities.

We may at any time, without consent of the securityholders, sell or
otherwise transfer our rights to any spread account, if (a) the applicable
rating agencies confirm in writing that doing so will not result in a reduction
or withdrawal of the rating of any class of securities, (b) we provide to the
trustee and the indenture trustee a written opinion from independent counsel to
the effect that the transfer will not cause the trust to be treated as an
association or publicly traded partnership taxable as a corporation for Federal
income tax purposes and (c) the transferee or assignee agrees in writing to take
positions for tax purposes consistent with the tax positions agreed to be taken
by us.

LEGAL ASPECTS OF THE RECEIVABLES

BANKRUPTCY CONSIDERATIONS RELATING TO THE CREDIT COMPANIES

We and the credit companies will take steps in structuring the transactions
described in this prospectus that are intended to ensure that the voluntary or
involuntary application for relief by either or both of the credit companies
under the United States Bankruptcy Code or other insolvency laws will not result
in consolidation of our assets and liabilities with those of Case Credit or New
Holland Credit. These steps include our creation as a separate, limited-purpose
subsidiary

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pursuant to a certificate of incorporation containing restrictions on the nature
of our business and a restriction on our ability to commence a voluntary case or
proceeding under any insolvency law without the unanimous affirmative vote of
all our directors. However, there can be no assurance that our activities would
not result in a court concluding that our assets and liabilities should be
consolidated with those of Case Credit or New Holland Credit in a proceeding
under any insolvency law.

In addition, the indenture trustee, the trustee, all noteholders and all
certificateholders will covenant that they will not at any time institute
against us, any bankruptcy, reorganization or other proceeding under any federal
or state bankruptcy or similar law.

Each credit company that sells receivables to us will warrant that each sale
of receivables by it to us is a valid sale. If a credit company were to become a
debtor in a bankruptcy case, and a creditor or trustee-in-bankruptcy or the
debtor itself were to take the position that either or both of the transfers of
receivables should instead be treated as a pledge of receivables to secure a
borrowing, then delays in payments of collections of receivables to us (and in
payments on the notes) could occur. If the court ruled in favor of the creditor,
trustee or a credit company, reductions in the amount of such payments could
result. Also, under these circumstances, a bankruptcy trustee of a credit
company or those entities themselves as debtor-in-possession, will, for a period
of time, have the opportunity to reject any lease that is deemed a true lease,
which would result in a cancellation of the remaining scheduled payments under
the lease.

If any transfer of receivables referred to above, or any of our transfers of
receivables to the trust, were treated as a pledge instead of a sale, a tax or
government lien on the property of the transferor arising before the sale of the
receivable may have priority over the trust's interest in the receivable. If
those transfers are treated as sales, the receivables would not be part of the
transferor's bankruptcy estate and would not be available to the transferor's
creditors, except under limited circumstances. In addition, while Case Credit is
the servicer, cash collections on the receivables may, under some circumstances,
be commingled with the funds of Case Credit and, in the event of the bankruptcy
of Case Credit, a trust may not have a perfected interest in those collections.

In a 1993 case decided by the U.S. Court of Appeals for the Tenth Circuit,
OCTAGON GAS SYSTEM, INC. V. RIMMER, the court determined that "accounts," as
defined under the Uniform Commercial Code, would be included in the bankruptcy
estate of a transferor regardless of whether the transfer is treated as a sale
or a secured loan. Although the receivables are not likely to be viewed as
accounts, many of the accounts are "chattel paper." The rationale behind the
OCTAGON holding is equally applicable to chattel paper. The circumstances under
which the OCTAGON ruling would apply are not fully known and the extent to which
the OCTAGON decision will be followed in other courts or outside of the Tenth
Circuit is not certain. If the holding in the OCTAGON case were applied in a
bankruptcy of a credit company or us, however,

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even if the applicable transfer of receivables referred to above was treated as
a valid sale, the receivables would be part of the applicable transferor's
bankruptcy estate and would be subject to claims of some of its creditors and
delays and reductions in payments to us and securityholders could result.

BANKRUPTCY CONSIDERATIONS RELATING TO DEALERS

A substantial portion of the receivables was originated by CNH dealers and
purchased by one of the credit companies. A significant portion of those
receivables provide for recourse to the originating dealer for defaults by the
obligors. In addition, CNH dealers that sell receivables to Case Credit under
its current dealer agreements retain the right to repurchase those receivables
at any time. See "Origination of Receivables--Dealer Agreements" in this
prospectus. In the event of a dealer's bankruptcy, a creditor or bankruptcy
trustee of the dealer or the dealer itself might attempt to characterize the
sales of receivables to a credit company as loans to the dealer secured by the
receivables. Such an attempt, if successful, could result in payment delays or
losses on the affected receivables. However, in connection with any sale of
receivables, directly or indirectly, by a credit company to us or by a credit
company to one of its subsidiaries and ultimately to us, the transferring credit
company has warranted that at the time of such sale it had good title to the
receivables. Furthermore, in the event of a dealer's bankruptcy, a dealer or its
bankruptcy trustee might also be able to reject any leases originated by the
dealer that were deemed to be "true leases" resulting in the termination of
scheduled payments under those leases.

PERFECTION AND PRIORITY WITH RESPECT TO RECEIVABLES

A purchaser of retail installment contracts, retail installment loans or
leases who gives new value and takes possession of the chattel paper that
evidences the retail installment contracts or leases in the ordinary course of
the purchaser's business may have priority over the interest of the related
trust in the retail installment contracts or leases. Any sale of retail
installment contracts or leases that had been sold to a trust would be a
violation of the credit companies' contractual obligations.

SECURITY INTERESTS IN FINANCED EQUIPMENT

In some states, retail installment sale contracts like the ones that may be
included in your trust evidence the credit sale of agricultural, construction
and other equipment. In those states, the contracts also constitute personal
property security agreements and include grants of security interests in the
equipment under the applicable Uniform Commercial Code, as do retail installment
loans made directly by one of the credit companies. Perfection of security
interests in the equipment is generally governed by the Uniform Commercial Code.
However, under the laws of some other states, perfection of security interests
in some agricultural, construction or other equipment, including trucks, may be
governed by certificate of title registration laws of the state in which the
equipment is located.

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Each of the credit companies takes or requires the applicable dealer to take
appropriate action under the laws of each state in which financed equipment is
located to perfect its security interest in the equipment. We are required to
purchase from each trust any retail installment contract or retail installment
loan as to which necessary perfection actions have not been taken prior to the
time of sale to the trust, if the failure to take those actions will materially
adversely affect the interest of the trust in the receivable and the failure is
not cured within a specified grace period. Similarly, each credit company that
sells receivables to us is required to purchase any such receivable if the
failure occurred prior to its transfer of the receivable to us. In addition, the
servicer is required to take appropriate steps to maintain perfection of
security interests in the financed equipment and is obligated to purchase the
related receivable if it fails to do so. However, because the credit companies
may not obtain subordination agreements from other secured lenders when making
dealer loans, any security interests obtained in connection with those loans may
not have first priority status.

Due to administrative burden and expense, no action will be taken to record
the transfer of security interests from the credit companies to us or from a
credit company to one of its subsidiaries and ultimately to us or, in any case,
from us to the trust. In most states, an assignment like the transfers referred
to above is effective to convey a security interest, without any action to
record the transfer of record. In those states, the proper initial filing of the
financing statement relating to the equipment, or, if applicable, the notation
of the applicable credit company's lien on the certificates of title, will be
sufficient to protect the related trust against the rights of subsequent
purchasers of financed equipment or subsequent lenders who take a security
interest in financed equipment. However, by not identifying a trust as the
secured party on the financing statement or certificate of title, the security
interest of the trust in financed equipment could be defeated through fraud or
negligence.

In addition, under the laws of most states, liens for repairs performed on
the equipment and liens for unpaid taxes take priority over even a perfected
security interest in equipment. We will represent to each trust that, as of the
date the related receivable is sold to such trust, each security interest in
financed equipment is or will be prior to all other present liens on and
security interests in the financed equipment. However, liens for repairs or
taxes could arise at any time during the term of a receivable. Also, error,
fraud or forgery by the equipment owner or the servicer or administrative error
by state or local agencies could impair a trust's security interest. Neither we
nor the servicer must repurchase a receivable if any of the occurrences
described above, other than any action by the servicer, result in the trust's
losing the priority of its security interest or its security interest in the
financed equipment after the date the security interest was assigned to the
trust.

Under the laws of most states, a perfected security interest in equipment
would continue for four months after the equipment is moved to a state other
than the state in which a financing statement was filed initially to perfect the
security interest, or, if

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applicable, in which the equipment is initially registered. With respect to any
equipment that is subject to a certificate of title under the laws of the state
in which it is located, a majority of states generally require a surrender of a
certificate of title to re-register the equipment. Accordingly, a secured party
must surrender possession if it holds the certificate of title to the equipment,
or, in the case of equipment registered in a state providing for the notation of
a lien on the certificate of title but not possession by the secured party, the
secured party would receive notice of surrender if the security interest is
noted on the certificate of title. Thus, the secured party would have the
opportunity to re-perfect its security interest in the equipment in the state of
relocation. In states that do not require a certificate of title for
registration of equipment, re-registration could defeat perfection.

SECURITY INTERESTS IN LEASED EQUIPMENT

When we sell leases to a trust, we also assign to the trust any security or
ownership interest that we hold in the leased equipment. Each lease is either a
"true lease" or a lease intended for security (often referred to as a "finance
lease"). Whether we are deemed to hold a security interest or an ownership
interest in particular leased equipment depends in part upon whether the related
lease is a "true lease" or not.

--------------------------------------------------------------------------------
"TRUE LEASE" = the lessor (I.E., the originating dealer and its assigns) is
deemed to be the beneficial owner of the leased equipment.
"FINANCE LEASE" (not a true lease) = the lessee is deemed to be the beneficial
owner, and the lessor (or its assignee) is deemed to hold a security interest in
the leased equipment.
--------------------------------------------------------------------------------

Under applicable state law standards, any lease transferred to a trust that
has a nominal termination value should be deemed to be a finance lease. While
the term "nominal" is not clearly defined for this purpose, it is clear that any
lease with a $1 termination value should be treated as a finance lease. The
treatment of other leases as finance leases or true leases under applicable
state law is less certain, and the applicable prospectus supplement will specify
the extent to which any leases included in the property of the related trust are
thought to be finance leases or true leases or are of uncertain classification.

Each of the credit companies requires dealers that originate leases to
obtain a precautionary first priority perfected security interest in the leased
equipment, in case the leases are deemed to be finance leases. In the case of
leases of trucks, the credit companies require dealers to have the lessees named
as the owner on the certificates of title and to have the applicable credit
company named as holder of a security interest. These security interests are
transferred to the applicable credit company when it purchases the related
leases. When a credit company originates a lease directly, it also obtains a
precautionary first priority perfected security interest in the

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leased equipment and, in the case of truck leases, causes the lessee to be named
as owner and itself to be named as holder of a security interest. As a result of
these actions, for leases that are deemed to be finance leases, the applicable
credit company and its assigns will have a very similar position to the one
described above with respect to retail installment contracts, and the same
repurchase obligations apply if there is no first priority perfected security
interest.

Each of the credit companies also obtains a security interest in leased
equipment against originating dealers in case the leased equipment is deemed to
be owned by the dealer, which would be the case for any lease that is deemed to
be a true lease, and the transfer of the leased equipment from the dealer to the
applicable credit company is not deemed to be a true sale. However, that
security interest may not in all cases have first priority status. The related
prospectus supplement will specify if any leases that might be true leases will
be included in the property of a trust and, if so, whether any filings will be
made to perfect a first priority security interest in the related leased
equipment against the selling credit company and us, in case any of the
transfers of such leased equipment from that credit company to us, or from us to
the applicable trust, respectively, is deemed not to be a true sale. Due to
administrative burden and expense, it is anticipated that those filings (if any)
will cover only a portion of the leased equipment. Competing liens arising in
favor of creditors of the originating dealer, a credit company, or us could take
priority over the interests of the applicable trust in that leased equipment if
the originating dealer, we or a credit company were not deemed to have made a
true sale and any security interest in the leased equipment granted to a credit
company, us or the trust, respectively, was not perfected or did not have first
priority status. Also, Case Credit and New Holland Credit do not obtain a
perfected security interest in leased equipment against originating non-CNH
dealers.

BANKRUPTCY CONSIDERATIONS RELATING TO A LESSEE

If the lessee under any lease included in the property of a trust becomes a
debtor in federal bankruptcy proceedings or any similar applicable state law
proceedings, the trust may be delayed or prevented from enforcing some of its
rights under the leases and obtaining possession of the leased equipment from
the lessee. The precise treatment of a lease in bankruptcy proceedings generally
will depend upon whether the bankruptcy court finds the lease to be a true lease
or a finance lease.

If a given lease is a "finance lease," its treatment in bankruptcy will be
similar to the treatment of a retail installment contract. The trust will have a
bankruptcy claim equal to the outstanding amount of the deemed "loan" to the
lessee, which claim will generally have the benefit of a perfected security
interest in the leased equipment, subject to the qualifications set out under
"--Security Interests in Financed Equipment" above. If a given lease is a true
lease, the lessee's bankruptcy trustee or the lessee will, for a period of time,
have the opportunity to either assume or reject the lease. The precise length of
this period of time will be difficult to predict in any

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given case, and the bankruptcy trustee or the lessee will have possession of the
leased equipment during such period.

If a lease is assumed, the bankruptcy trustee or the lessee must:

- cure any default, other than a default based on the lessee's bankruptcy or
financial condition, and possibly other non-monetary defaults; or

- provide adequate assurance of a prompt cure; and,

- if there has been a prepetition default, provide adequate assurance of
future performance under the lease.

If a lease is rejected:

- the scheduled payments due thereafter under the lease will be canceled;

- the trust will generally be able to obtain possession of the leased
equipment; and

- the trust will be entitled to assert an unsecured claim for damages
resulting from the rejection of the lease.

REPOSSESSION

Upon a default by an equipment purchaser, the holder of a retail installment
sale contract, loan or a lease that is treated as a personal property security
interest, has all the remedies of a secured party under the Uniform Commercial
Code, except where specifically limited by other state laws. Under those
remedies, the secured party may perform self-help repossession unless it would
constitute a breach of the peace. Self-help is the method employed by the
servicer in most cases and is accomplished simply by retaking possession of the
financed or leased equipment. Some jurisdictions require that the obligor be
notified of the default and be given time to cure the default prior to
repossession. Generally, the right of reinstatement may be exercised on a
limited number of occasions in any one-year period. In cases where the obligor
objects or raises a defense to repossession, or if otherwise required by
applicable state law, a court order must be obtained from the appropriate state
court, and the equipment must then be repossessed in accordance with that order.

NOTICE OF SALE; REDEMPTION RIGHTS

The Uniform Commercial Code and other state laws require a secured party to
provide an obligor with reasonable notice of the date, time and place of any
public sale and/or the date after which any private sale of collateral may be
held. The obligor has the right to redeem the collateral prior to actual sale by
paying the secured party the unpaid principal balance of the obligation plus
reasonable expenses for repossessing, holding and preparing the collateral for
disposition and arranging for its sale, plus, in some jurisdictions, reasonable
attorneys' fees, or, in some states, by payment of delinquent installments or
the unpaid balance.

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UNIFORM COMMERCIAL CODE CONSIDERATIONS

Many states have adopted a version of Article 2A of the Uniform Commercial
Code that purports to codify many provisions of existing common law. Although
there is little precedent regarding how Article 2A will be interpreted, it may,
among other things, limit the enforceability of any "unconscionable" lease or
"unconscionable" provision in a lease, provide a lessee with remedies, including
the right to cancel the lease, for certain lessor breaches or defaults, and may
add to or modify the terms of "consumer leases" and leases where the lessee is a
"merchant lessee." However, each credit company that sells a lease will
represent that, to the best of their knowledge, each lessee has accepted the
equipment leased to it and, after reasonable opportunity to inspect and test,
has not notified the applicable credit company of any defects. Article 2A does,
however, recognize typical commercial lease "hell or high water" rental payment
clauses and validates reasonable liquidated damages provisions in the event of
lessor or lessee defaults. Article 2A also recognizes the concept of freedom of
contract and permits the parties in a commercial context a wide degree of
latitude to vary provisions of the law.

VICARIOUS TORT LIABILITY

Although each trust will or may own the leased equipment related to each
lease purchased by that trust that is treated as a true lease, the leased
equipment will be operated by the related lessees and their respective invitees.
State laws differ as to whether anyone suffering injury to person or property
involving leased agricultural, construction or other equipment may bring an
action upon which relief may be granted against the owner of the equipment by
virtue of that ownership. To the extent applicable law permits such an action
and such an action is successful, the related trust and its assets may be
subject to liability to the injured party. If vicarious liability were imposed
on a trust as owner of leased equipment, and the coverage provided by any
available insurance is insufficient to cover the loss, you could incur a loss on
your investment.

Lessees are required to obtain and maintain physical damage insurance and
liability insurance. Dealers that sell receivables to Case Credit under its
current dealer agreements are responsible for verifying physical damage
insurance on the leased equipment at the time the lease is originated. If a
dealer fails to verify physical damage insurance coverage and the lessee did not
obtain insurance coverage at the time the lease was originated, the dealer is
required to repurchase the lease. Dealers that sell receivables to New Holland
Credit under its current dealer agreements are not required to verify physical
damage insurance on the leased equipment. If, however, the lessee does not have
insurance coverage at the time the lease was originated, New Holland Credit can
require the dealer to repurchase the lease. See "Origination of
Receivables--Dealer Agreements" in this prospectus.

Dealers that sell receivables to the credit companies under new dealer
agreements will be responsible for verifying physical damage insurance coverage
on

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the equipment at the time the receivable is originated. If a dealer fails to
verify insurance coverage and the obligor did not obtain insurance coverage at
the time the receivable was originated, the dealer is obligated to repurchase
the receivable.

In any case, if insurance has lapsed or has not been maintained in full
force and effect, the dealers will not be obligated to repurchase the lease.

DEFICIENCY JUDGMENTS AND EXCESS PROCEEDS; OTHER LIMITATIONS

The proceeds of resale of equipment generally will be applied first to the
expenses of resale and repossession and then to the satisfaction of the
indebtedness. Some states impose prohibitions or limitations on deficiency
judgments if the net proceeds from resale do not cover the full amount of the
indebtedness. In other states, a deficiency judgment against the debtor can be
sought for the shortfall. However, because a defaulting obligor may have very
little capital or sources of income available following repossession, in many
cases it may not be useful to seek a deficiency judgment. If one is obtained, it
may be uncollectible or settled at a significant discount.

Occasionally, after resale of the equipment and payment of all expenses and
all indebtedness, there is a surplus of funds. In that case, the Uniform
Commercial Code requires the creditor to remit the surplus to any holder of a
lien on the equipment or, if no such lienholder exists, to the former owner of
the equipment.

Courts have applied general equitable principles to secured parties pursuing
repossession and litigation involving deficiency balances. These equitable
principles may have the effect of relieving an obligor from some or all of the
legal consequences of a default.

In several cases, obligors have asserted that the self-help remedies of
secured parties under the Uniform Commercial Code and related laws violate the
due process protections provided under the 14th Amendment to the Constitution of
the United States. Courts have generally upheld the notice provisions of the
Uniform Commercial Code and related laws as reasonable or have found that the
repossession and resale by the creditor do not involve sufficient state action
to afford constitutional protection to borrowers. As to leases, some
jurisdictions require that a lessee be notified of a default and given a time
period within which to cure the default prior to repossession of leased
equipment.

In addition to the laws limiting or prohibiting deficiency judgments,
numerous other statutory provisions, including federal bankruptcy laws and
related state laws, may interfere with or affect the ability of a secured party
to realize upon collateral or to enforce a deficiency judgment. For example, in
a Chapter 11, 12 or 13 proceeding under the federal bankruptcy law, a court may
prevent a creditor from repossessing equipment, and, as part of the
rehabilitation plan, reduce the amount of the secured indebtedness to the market
value of the equipment at the time of bankruptcy (as determined by the court),
leaving the creditor as a general unsecured creditor for the

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remainder of the indebtedness. A bankruptcy court may also reduce the monthly
payments due under a contract or change the rate of interest and time of
repayment of the indebtedness.

CONSUMER PROTECTION LAWS

Numerous federal and state consumer protection laws and related regulations
impose substantial requirements upon lenders, lessors and servicers involved in
consumer finance. Also, state laws impose finance charge ceilings and other
restrictions on consumer transactions and require contract disclosures in
addition to those required under federal law. These requirements impose specific
statutory liabilities upon creditors and lessors who fail to comply with their
provisions. In some cases, this liability could affect an assignee's ability to
enforce consumer finance contracts. Some of the receivables may be deemed to be
consumer finance contracts under applicable federal or state laws.

Each credit company that sells receivables to us will warrant upon each sale
of those receivables that each receivable transferred complies with all
requirements of law in all material respects. We make similar warranties to each
trustee. Accordingly, if an obligor has a claim against the related trust for
violation of any law and such claim materially and adversely affects the trust's
interest in a receivable, the violation would be a breach of our warranties and
would create an obligation on our part to purchase the receivable unless the
breach is cured. Our obligation to purchase any receivables in these
circumstances is subject to the applicable credit company repurchasing the
affected receivable. If the claim existed at the time the credit company sold
the receivable to us, the violation would also be a breach of that credit
company's warranties, and would require the credit company to repurchase the
receivable unless the breach is cured.

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U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material Federal income tax consequences
of the purchase, ownership and disposition of the notes and certificates. This
summary is based upon current provisions of the Internal Revenue Code of 1986,
called the "CODE", proposed, temporary and final Treasury regulations
thereunder, and published rulings and court decisions currently in effect. The
current tax laws and the current regulations, rulings and court decisions may be
changed, possibly retroactively. The portions of this summary which relate to
matters of law or legal conclusions represent the opinion of Mayer, Brown &
Platt, special Federal tax counsel for each trust, as qualified in this summary.
Mayer, Brown & Platt have prepared or reviewed the statements in this prospectus
under the heading "U.S. Federal Income Tax Consequences," and are of the opinion
that they are correct in all material respects.

The following summary does not furnish information in the level of detail or
with the attention to an investor's specific tax circumstances that would be
provided by an investor's own tax advisor. For example, it does not discuss the
tax consequences of the purchase, ownership and disposition of the notes and
certificates by investors that are subject to special treatment under the
Federal income tax laws, including banks and thrifts, insurance companies,
regulated investment companies, dealers in securities, holders that will hold
the notes or certificates as a position in a "straddle" for tax purposes or as a
part of a "synthetic security" or "conversion transaction" or other integrated
investment comprised of the notes or certificates and one or more other
investments, trusts and estates and pass-through entities, the equity holders of
which are any of these specified investors. In addition, the discussion
regarding the notes and certificates is limited to the Federal income tax
consequences of the initial investors and not a purchaser in the secondary
market and to investors who have purchased notes and who hold those notes as
capital assets within the meaning of Section 1221 of the Code.

Each trust will be provided with an opinion of Mayer, Brown & Platt
regarding certain Federal income tax matters discussed below. An opinion of
Mayer, Brown & Platt, however, is not binding on the Internal Revenue Service,
called the "IRS," or the courts. Moreover, there are no cases or IRS rulings on
similar transactions involving both debt and equity interests issued by a trust
with terms similar to those of the notes and the certificates. As a result, the
IRS may disagree with all or a part of the discussion below. No ruling on any of
the issues discussed below will be sought from the IRS. For purposes of the
following summary, references to the trust, the notes, the certificates and
related terms, parties and documents refer, unless otherwise specified, to each
trust and the notes, certificates and related terms, parties and documents
applicable to that trust.

TAX CHARACTERIZATION OF THE TRUST

Mayer, Brown & Platt is of the opinion that the trust will not be an
association (or publicly traded partnership) taxable as a corporation for
Federal income tax

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purposes. This opinion is based on the assumption of compliance by all parties
with the terms of the trust agreement and related documents.

If the trust were taxable as a corporation for Federal income tax purposes,
the trust would be subject to corporate income tax on its taxable income. The
trust's taxable income would include all its income on the receivables, possibly
reduced by its interest expense on the notes. Any corporate income tax imposed
on the trust could materially reduce cash available to make payments on the
notes and distributions on the certificates, and certificateholders could be
liable for any tax that is unpaid by the trust.

TAX CONSEQUENCES TO HOLDERS OF THE NOTES

TREATMENT OF THE NOTES AS INDEBTEDNESS. We will agree, and if you purchase
notes, you will agree by your purchase of the notes, to treat the notes as debt
for Federal, state and local income and franchise tax purposes. Mayer, Brown &
Platt is of the opinion that the notes will be classified as debt for Federal
income tax purposes. The discussion below assumes the notes are classified as
debt for Federal income tax purposes.

OID, INDEXED SECURITIES, ETC. The discussion below assumes that all
payments on the notes are denominated in U.S. dollars, and that the notes are
not indexed securities or strip notes. Additionally, the discussion assumes that
the interest formula for the notes meets the requirements for "qualified stated
interest" under Treasury regulations, called the "OID REGULATIONS," relating to
original issue discount, or "OID." This discussion assumes that any OID on the
notes is a DE MINIMIS amount, within the meaning of the OID Regulations. Under
the OID Regulations, the notes will have OID to the extent the principal amount
of the notes exceeds their issue price. Further, if the notes have any OID, it
will be DE MINIMIS if it is less than 1/4% of the principal amount of the notes
multiplied by the number of full years included in their term. If these
conditions are not satisfied for any given series of notes and as a result the
notes are treated as issued with OID, additional tax considerations for these
notes will be disclosed in the applicable prospectus supplement.

INTEREST INCOME ON THE NOTES. Based on the above assumptions, except as
discussed below, the notes will not be considered issued with OID. If you buy
notes, you will be required to report as ordinary interest income the stated
interest on the notes when received or accrued in accordance with your method of
tax accounting. Under the OID Regulations, if you hold a note issued with a DE
MINIMIS amount of OID, you must include this OID in income, on a pro rata basis,
as principal payments are made on the note. If you purchase a note for more or
less than its principal amount, you will generally be subject, respectively, to
the premium amortization or market discount rules of the Code.

If you have purchased a note that has a fixed maturity date of not more than
one year from the issue date of the note, called a "SHORT-TERM NOTE", you may be
subject

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to special rules. Under the OID Regulations, all stated interest on a Short-Term
Note will be treated as OID. If you are an accrual basis holder of a Short-Term
Note or a cash basis holder specified in Section 1281 of the Code, including
regulated investment companies, you will generally be required to report
interest income as OID accrues on a straight-line basis over the term of each
interest period. If you are a cash basis holder of a Short-Term Note other than
those specified in Section 1281, you will, in general, be required to report
interest income as interest is paid, or, if earlier, upon the taxable
disposition of the Short-Term Note. However, if you are a cash basis holder of a
Short-Term Note reporting interest income as it is paid, you may be required to
defer a portion of any interest expense otherwise deductible on indebtedness
incurred to purchase or carry the Short-Term Note. This interest expense would
be deferred until the taxable disposition of the Short-Term Note. If you are a
cash basis taxpayer, you may elect under Section 1281 of the Code to accrue
interest income on all nongovernment debt obligations with a term of one year or
less. If you have so elected, you would include OID on the Short-Term Note in
income as it accrues, but you would not be subject to the interest expense
deferral rule. Special rules not discussed in this summary apply to a Short-Term
Note purchased for more or less than its principal amount.

SALE OR OTHER DISPOSITION. If you sell a note, you will recognize gain or
loss in an amount equal to the difference between the amount realized on the
sale and your adjusted tax basis in the note. The adjusted tax basis of a note
will equal your cost for the note, increased by any market discount, OID and
gain previously included in your income with respect to the note and decreased
by the amount of premium, if any, previously amortized and by the amount of
principal payments you have previously received on the note. Any gain or loss
will be capital gain or loss, except for gain representing accrued interest and
accrued market discount not previously included in income. Capital losses
generally may be used by a corporate taxpayer only to offset capital gains, and
by an individual taxpayer only to the extent of capital gains plus $3,000 of
other income. In the case of an individual taxpayer, any capital gain on the
sale of a note will be taxed at a maximum rate of 39.6% if the note is held for
not more than 12 months and at a maximum rate of 20% if the note is held for
more than 12 months.

FOREIGN HOLDERS. If you are a nonresident alien, foreign corporation or
other non-United States person, called a "FOREIGN PERSON", any interest paid or
accrued to you will generally be considered "portfolio interest," and generally
will not be subject to United States Federal income tax and withholding tax, if
the interest is not effectively connected with the conduct of a trade or
business within the United States by you and you:

- are not actually or constructively a "10 percent shareholder" of the trust
or us, including a holder of 10% of the outstanding certificates, or a
"controlled foreign corporation" with respect to which we or the trust are
a "related person" within the meaning of the Code; and

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- satisfy the statement requirement set forth in section 871(h) and
section 881(c) of the Code and the regulations thereunder.

To satisfy this statement requirement, you, or a financial institution holding
the note on your behalf, must provide, in accordance with specified procedures,
a paying agent of the trust with a statement to the effect that you are not a
United States person. Currently these requirements will be met if you provide
your name and address, and certify, under penalties of perjury, that you are not
a United States person (which certification may be made on an IRS Form W-8 or on
new IRS Form W-8BEN), or if a financial institution holding the note on your
behalf certifies, under penalties of perjury, that the required statement has
been received by it and furnishes a paying agent with a copy of the statement.
Under recently finalized Treasury regulations, called the "FINAL REGULATIONS",
the statement requirement may also be satisfied with other documentary evidence
with respect to an offshore account or through certain foreign intermediaries.
The Final Regulations will generally be effective for payments made after
December 31, 2000. We recommend that you consult your own tax advisors regarding
the Final Regulations.

If you are a foreign person and interest paid or accrued to you is not
"portfolio interest," then it will be subject to a 30% withholding tax unless
you provide the trust or its paying agent, as the case may be, with a properly
executed:

- IRS Form 1001, or new IRS Form W-8BEN, claiming an exemption from
withholding tax or a reduction in withholding tax under the benefit of a
tax treaty, or

- IRS Form 4224, or new IRS Form W-8ECI, stating that interest paid on the
note is not subject to withholding tax because it is effectively connected
with your conduct of a trade or business in the United States.

If you are a foreign person engaged in a trade or business in the United
States and interest on the note is effectively connected with the conduct of the
trade or business, although you will be exempt from the withholding tax
discussed above, you will be subject to United States Federal income tax on your
interest on a net income basis in the same manner as if you were a United States
person. In addition, if you are a foreign corporation, you may be subject to a
branch profits tax equal to 30%, or lower treaty rate, of your effectively
connected earnings and profits for the taxable year, subject to adjustments.

If you are a foreign person, any capital gain realized by you on the sale,
redemption, retirement or other taxable disposition of a note by you will be
exempt from United States Federal income and withholding tax; PROVIDED that:

- the gain is not effectively connected with the conduct of a trade or
business in the United States by you, and

- if you are an individual foreign person, you have not been present in the
United States for 183 days or more in the taxable year.

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BACKUP WITHHOLDING. If you are not an exempt holder, including a
corporation, tax-exempt organization, qualified pension and profit-sharing
trust, individual retirement account or nonresident alien who provides
certification as to status as a nonresident, you will be required to provide,
under penalties of perjury, a certificate containing your name, address, correct
federal taxpayer identification number and a statement that you are not subject
to backup withholding. If you are not an exempt holder and you fail to provide
the required certification, the trust will be required to withhold 31% of the
amount otherwise payable to you, and remit the withheld amount to the IRS as a
credit against your Federal income tax liability. The Final Regulations make
modifications to the backup withholding rules. We recommend that you consult
your own tax advisors regarding the Final Regulations.

POSSIBLE ALTERNATIVE TREATMENTS OF THE NOTES. If, contrary to the opinion
of Mayer, Brown & Platt, the IRS successfully asserted that one or more of the
notes did not represent debt for Federal income tax purposes, the notes might be
treated as equity interests in the trust. In this case, the trust would be
treated as a publicly traded partnership. This publicly traded partnership would
not, however, be taxable as a corporation because it would meet certain
qualifying income tests. Nonetheless, treatment of the notes as equity interests
in a publicly traded partnership could have adverse tax consequences to you. For
example, if you are a foreign person, income to you might be subject to U.S. tax
and U.S. tax return filing and withholding requirements, and if you are an
individual holder, you might be subject to certain limitations on your ability
to deduct your share of trust expenses.

TAX CONSEQUENCES TO HOLDERS OF THE CERTIFICATES

The following discussion applies only to the extent certificates are offered
in a related prospectus supplement. Until that time, because the certificates
will be held solely by us or one of our affiliates, under current Treasury
regulations, the trust will be disregarded as an entity separate from us or one
of our affiliates, for Federal income tax purposes.

TREATMENT OF THE TRUST AS A PARTNERSHIP. We and the servicer will agree,
and you will agree by your purchase of certificates, to treat the trust as a
partnership for purposes of Federal and state income tax, franchise tax and any
other tax measured in whole or in part by income. The assets of the partnership
will be the assets held by the trust, the partners of the partnership will be
the certificateholders, including us in our capacity as recipient of
distributions from any account specified in the related prospectus supplement in
which we have an interest, and the notes will be debt of the partnership.
However, the proper characterization of the arrangement involving the trust, the
certificates, the notes, us and the servicer is not clear because there is no
authority on transactions closely comparable to this arrangement.

A variety of alternative characterizations are possible. For example,
because the certificates have certain features characteristic of debt, the
certificates might be considered our debt or debt of the trust. This
characterization should not result in

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materially adverse tax consequences to certificateholders compared to the
consequences from treatment of the certificates as equity in a partnership,
described below. The following discussion assumes that the certificates
represent equity interests in a partnership.

INDEXED SECURITIES, ETC. The following discussion assumes that all payments
on the certificates are denominated in U.S. dollars, none of the certificates
are indexed securities or strip certificates and a series of securities includes
a single class of certificates. If these conditions are not satisfied with
respect to any given series of certificates, additional tax considerations for
those certificates will be disclosed in the applicable prospectus supplement.

PARTNERSHIP TAXATION. As a partnership, the trust will not be subject to
Federal income tax. Rather, you will be required to separately take into account
your accruals of guaranteed payments from the trust and your allocated share of
other income, gains, losses, deductions and credits of the trust. The trust's
income will consist primarily of interest and finance charges earned on the
receivables, including appropriate adjustments for market discount, OID and
premium, and any gain upon collection or disposition of receivables. The trust's
deductions will consist primarily of interest accruing on the notes, guaranteed
payments on the certificates, servicing and other fees, and losses or deductions
upon collection or disposition of receivables.

Under the trust agreement, interest payments on the certificates, including
interest on amounts previously due on the certificates but not yet distributed,
will be treated as "guaranteed payments" under Section 707(c) of the Code.
Guaranteed payments are payments to partners for the use of their capital and,
in the present circumstances, are treated as deductible to the trust and as
ordinary income to you. The trust will have a calendar year tax year and will
deduct the guaranteed payments under the accrual method of accounting. If you
use a calendar year tax year, you will be required to include the accruals of
guaranteed payments in income in your taxable year that corresponds to the year
in which the trust deducts the payments. If you use a taxable year other than a
calendar year, you will be required to include the payments in income in your
taxable year that includes the December 31 of the trust year in which the trust
deducts the payments. It is possible that guaranteed payments will not be
treated as interest for all purposes of the Code.

In addition, the trust agreement will provide, in general, that you will be
allocated taxable income of the trust for each calendar month equal to the sum
of:

- any trust income attributable to discount on the receivables that
corresponds to any excess of the principal amount of the certificates over
their initial issue price;

- prepayment premium, if any, payable to you for such month; and

- any other amounts of income payable to you for the month.

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This allocation will be reduced by any amortization by the trust of premium on
receivables corresponding to any excess of the issue price of certificates over
their principal amount. All remaining items of income, gain, loss and deduction
of the trust will be allocated to us.

Based upon the economic arrangement of the parties, this approach for
accruing guaranteed payments and allocating trust income should be permissible
under applicable Treasury regulations. However, no assurance can be given that
the IRS would not require a greater amount of income to be allocated to you.
Moreover, even under the method of allocation described above, you may be
subject to tax on income equal to the interest rate on the certificates PLUS the
other items described above even though the trust might not have sufficient cash
to make current cash distributions of this amount. Thus, if you are a cash basis
taxpayer, you will in effect be required to report income from the certificates
on the accrual basis and you may become liable for taxes on trust income even if
you have not received cash from the trust to pay those taxes. In addition,
because tax allocations and tax reporting will be done on a uniform basis for
all certificateholders but certificateholders may be purchasing certificates at
different times and at different prices, you may be required to report on your
tax returns taxable income that is greater or less than the amount reported to
you by the trust.

Most of the guaranteed payments and taxable income allocated to a
certificateholder that is a pension, profit-sharing or employee benefit plan or
other tax-exempt entity, including an individual retirement account, will
constitute "unrelated debt-financed income" generally taxable to the holder
under the Code.

Your share of expenses of the trust, including fees to the servicer but not
interest expense, would be miscellaneous itemized deductions. These deductions
might be disallowed to you in whole or in part and, as a result, you might be
taxed on an amount of income that exceeds the amount of cash actually
distributed to you over the life of the trust. It is not clear if these rules
would apply to a certificateholder who accrues guaranteed payments.

The trust intends to make all tax calculations for income and allocations to
certificateholders on an aggregate basis. If the IRS were to require that these
calculations be made separately for each receivable, the trust might be required
to incur additional expense, but it is believed that there would not be a
material adverse effect to you.

DISCOUNT AND PREMIUM. The purchase price paid by the trust for the
receivables may be greater or less than the remaining principal balance of the
receivables at the time of purchase. If so, the receivables will have been
acquired at a premium or discount, respectively. As indicated above, the trust
will make this calculation on an aggregate basis, but might be required to
recompute it on a receivable-by-receivable basis.

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If the trust acquires the receivables at a market discount or premium, the
trust will elect to include any discount in income currently as it accrues over
the life of the receivables or to offset any premium against interest income on
the receivables. As indicated above, a portion of any market discount income or
premium deduction may be allocated to you.

SECTION 708 TERMINATION. Under Section 708 of the Code, the trust will be
deemed to terminate for Federal income tax purposes if 50% or more of the
capital and profits interests in the trust are sold or exchanged within a
12-month period. Under current Treasury regulations, if a termination occurs,
the trust will be considered to have contributed the assets of the trust,
constituting the old partnership, to a new partnership in exchange for interests
in the new partnership. Such interest would be deemed distributed to the
partners of the old partnership in liquidation thereof. The trust will not
comply with certain technical requirements that might apply if a constructive
termination occurs. As a result, the trust may be subject to certain tax
penalties and may incur additional expenses if it is required to comply with
those requirements. Furthermore, the trust might not be able to comply due to
lack of data.

DISPOSITION OF CERTIFICATES. Generally, capital gain or loss will be
recognized on a sale of certificates in an amount equal to the difference
between the amount realized and your tax basis in the certificates sold. Your
tax basis in a certificate will generally equal your cost for the certificate
increased by your share of trust income and accruals of guaranteed payments
(includible in income) and decreased by any distributions received by you with
respect to the certificate. In addition, both the tax basis in the certificates
and the amount realized on a sale of a certificate would include your share of
the notes and other liabilities of the trust. If you acquire certificates at
different prices, you may be required to maintain a single aggregate adjusted
tax basis in the certificates, and, upon sale or other disposition of some of
the certificates, allocate a pro rata portion of the aggregate tax basis to the
certificates sold rather than maintaining a separate tax basis in each
certificate for purposes of computing gain or loss on a sale of that
certificate.

Any gain on the sale of a certificate attributable to your share of
unrecognized accrued market discount on the receivables would generally be
treated as ordinary income to you and would give rise to special tax reporting
requirements. The trust does not expect to have any other assets that would give
rise to these special reporting requirements. Thus, to avoid those special
reporting requirements, the trust will elect to include market discount in
income as it accrues.

If you are required to recognize an aggregate amount of income, not
including income attributable to disallowed itemized deductions described above,
over the life of the certificates that exceeds the aggregate cash distributions
paid to you on the certificates, this excess will generally give rise to a
capital loss upon the retirement of the certificates.

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ALLOCATIONS BETWEEN TRANSFERORS AND TRANSFEREES. In general, the trust's
taxable income and losses will be determined monthly and the tax items and
accruals of guaranteed payments for a particular calendar month will be
apportioned among the certificateholders in proportion to the principal amount
of certificates owned by them as of the close of the last day of the month. As a
result, you may be allocated tax items and accruals of guaranteed payments,
which will affect your tax liability and tax basis, attributable to periods
before you purchased your certificates.

The use of a monthly convention may not be permitted by existing
regulations. If a monthly convention is not allowed, or only applies to
transfers of less than all of the partner's interest, taxable income or losses
and accruals of guaranteed payments of the trust might be reallocated among the
certificateholders. We are authorized to revise the trust's method of allocation
between transferors and transferees to conform to a method permitted by future
Treasury regulations.

SECTION 754 ELECTION. If a certificateholder sells its certificates at a
profit (loss), the purchasing certificateholder will have a higher (lower) basis
in the certificates than the selling certificateholder had. The tax basis of the
trust's assets will not be adjusted to reflect that higher (or lower) basis
unless the trust were to file an election under Section 754 of the Code. In
order to avoid the administrative complexities that would be involved in keeping
accurate accounting records, as well as potentially onerous information
reporting requirements, the trust will not make this election. As a result, you
might be allocated a greater or lesser amount of trust income than would be
appropriate based upon your own purchase price for certificates.

ADMINISTRATIVE MATTERS. The trustee is required to keep or have kept
complete and accurate books of the trust. These books will be maintained for
financial reporting and tax purposes on an accrual basis and the fiscal year of
the trust will be the calendar year. The trustee will file a partnership
information return on IRS Form 1065 with the IRS for each taxable year of the
trust and will report each certificateholder's accruals of guaranteed payments
and allocable share of items of trust income and expense to certificateholders
and the IRS on Schedule K-1. The trust will provide the Schedule K-1 information
to nominees that fail to provide the trust with the information statement
described below and these nominees will be required to forward such information
to the beneficial owners of the certificates. Generally, you must file tax
returns that are consistent with the information return filed by the trust or be
subject to penalties unless you notify the IRS of all inconsistencies.

Under Section 6031 of the Code, any person that holds certificates as a
nominee at any time during a calendar year is required to furnish the trust with
a statement containing certain information on the nominee, the beneficial owners
and the certificates so held. This information includes the name, address and
taxpayer identification number of the nominee, and, as to each beneficial owner:

- the name, address and taxpayer identification number of that person,

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- whether that person is a United States person, a tax-exempt entity or a
foreign government, an international organization, or any wholly-owned
agency or instrumentality of a foreign government or an international
organization, and

- certain information on certificates that were held, bought or sold on
behalf of that person throughout the year.

In addition, brokers and financial institutions that hold certificates through a
nominee are required to furnish directly to the trust information regarding
themselves and their ownership of certificates. A clearing agency registered
under Section 17A of the Securities Exchange Act is not required to furnish this
information statement to the trust. The information referred to above for any
calendar year must be furnished to the trust on or before the following
January 31. Nominees, brokers and financial institutions that fail to provide
the trust with the information described above may be subject to penalties.

We will be designated as the tax matters partner in the trust agreement and,
therefore, will be responsible for representing you in any dispute with the IRS.
The Code provides for administrative examination of a partnership as if the
partnership were a separate and distinct taxpayer. Generally, the statute of
limitations for partnership items does not expire before three years after the
date on which the partnership information return is filed. Any adverse
determination following an audit of the return of the trust by the appropriate
taxing authorities could result in an adjustment of your tax returns, and, under
certain circumstances, you may be precluded from separately litigating a
proposed adjustment to the items of the trust. An adjustment could also result
in an audit of your tax returns and adjustments of items not related to the
income and losses of the trust.

TAX CONSEQUENCES TO FOREIGN CERTIFICATEHOLDERS. It is not clear whether the
trust would be considered to be engaged in a trade or business in the United
States for purposes of Federal withholding taxes on non-U.S. persons because
there is no clear authority dealing with this issue under facts substantially
similar to ours. Although it is not expected that the trust would be engaged in
a trade or business in the United States for these purposes, the trust will
withhold as if it were so engaged in order to protect the trust from possible
adverse consequences of a failure to withhold. The trust expects to withhold
pursuant to Section 1446 of the Code, on the portion of its taxable income
allocable to foreign certificateholders as if this income were effectively
connected to a U.S. trade or business, at a rate of 35% for foreign
certificateholders that are taxable as corporations and 39.6% for all other
foreign certificateholders. Subsequent adoption of Treasury regulations or the
issuance of other administrative pronouncements may require the trust to change
its withholding procedures. In determining a certificateholder's nonforeign
status, the trust may rely on IRS Form W-8, new IRS Form W-8BEN, IRS Form W-9 or
the certificateholder's certification of nonforeign status signed under
penalties of perjury.

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Each foreign certificateholder might be required to file a U.S. individual
or corporate income tax return and pay U.S. income tax on the amount computed
therein, including, in the case of a corporation, the branch profits tax, on its
share of accruals of guaranteed payments and the trust's income. Each foreign
certificateholder must obtain a taxpayer identification number from the IRS and
submit that number to the trust on Form W-8 or on new IRS Form W-8BEN in order
to assure appropriate crediting of the taxes withheld. A foreign
certificateholder generally would be entitled to file with the IRS a claim for
refund for taxes withheld by the trust, taking the position that no taxes were
due because the trust was not engaged in a U.S. trade or business. However, the
IRS may assert that additional taxes are due, and no assurance can be given as
to the appropriate amount of tax liability.

BACKUP WITHHOLDING. Distributions made on the certificates and proceeds
from the sale of the certificates will be subject to a "backup" withholding tax
of 31% if, in general, you fail to comply with certain identification
procedures, unless you are an exempt recipient under applicable provisions of
the Code. The Final Regulations discussed above contain modifications to the
backup withholding and information reporting rules. We recommend that you
consult your own tax advisors regarding the Final Regulations. See "Tax
Consequences to Holders of the Notes--Backup Withholding."

ILLINOIS STATE TAX CONSEQUENCES

The following is a summary of the material Illinois income tax consequences
of the purchase, ownership and disposition of the notes and certificates. This
summary is based upon current provisions of Illinois statutes and regulations,
and applicable judicial or ruling authority. The current Illinois statutes and
regulations, and judicial and ruling authority may be changed, possibly
retroactively. The portions of the following summary that relate to matters of
law or legal conclusions represent the opinion of Mayer, Brown & Platt, special
Illinois tax counsel for each trust subject to the qualifications set forth in
this summary. Mayer, Brown & Platt have prepared or reviewed the statements in
this prospectus under the heading "Illinois State Tax Consequences" and are of
the opinion that they are correct in all material respects.

Each trust will be provided with an opinion of Illinois tax counsel
regarding Illinois income tax matters discussed below. An opinion of Illinois
tax counsel, however, is not binding on the Illinois Department of Revenue,
called the "IDOR", or the courts. Additionally, there are no cases or IDOR
rulings on similar transactions involving both debt and equity interests issued
by a trust with terms similar to those of the notes and the certificates. As a
result, the IDOR may disagree with all or a part of the discussion below. No
ruling on any of the issues discussed below will be sought from the IDOR.

The State of Illinois imposes a state income tax on individuals,
corporations, partners in partnerships and beneficiaries of trusts earning
income in, or as residents of, the State of Illinois. The State of Illinois
imposes a Personal Property Replacement

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Income Tax, called the "ILLINOIS REPLACEMENT TAX", on individuals, corporations,
partnerships and trusts earning income in, or as residents of, the State of
Illinois. The State of Illinois also imposes a franchise tax on corporations
doing business in Illinois. If the certificates were treated as equity interests
in a partnership, the partnership may be subject to the Illinois Replacement
Tax.

TREATMENT OF THE NOTES

If the notes are characterized as indebtedness for Federal income tax
purposes, in the opinion of Illinois tax counsel, although the matter is not
free from doubt, this treatment would also apply for Illinois tax purposes. If
the notes are characterized as debt, noteholders not otherwise subject to
taxation in Illinois will not, although the matter is not free from doubt,
become subject to Illinois taxes solely because of their ownership of notes.
Noteholders already subject to taxation in Illinois, however, could be required
to pay tax on, or measured by, interest income, including original issue
discount, if any, generated by, and on gain from the disposition of, notes.

CLASSIFICATION OF TRUST AS A PARTNERSHIP

If a trust were treated as a partnership, not taxable as a corporation, for
Federal income tax purposes, in the opinion of Illinois tax counsel, although
the matter is not free from doubt, the same treatment would also apply for
Illinois tax purposes. In this case, the partnership may be treated as earning
income in the State of Illinois and therefore would be subject to the Illinois
Replacement Tax. If this tax were applicable, distributions to noteholders and
certificateholders could be reduced.

TREATMENT OF NONRESIDENT CERTIFICATEHOLDERS

Under current law, certificateholders that are nonresidents of the State of
Illinois and are not otherwise subject to Illinois income tax and Illinois
Replacement Tax should not be subject to Illinois income tax and Illinois
Replacement Tax on income from a trust. In any event, classification of the
arrangement as a partnership would not cause a certificateholder not otherwise
subject to taxation in Illinois to pay Illinois tax on income beyond that
derived from the certificates. Certificateholders already subject to taxation in
Illinois, however, could be required to pay tax on, or measured by, interest
income, including original issue discount, if any, generated by, and on gain
from the disposition of, notes and certificates.

RISKS OF ALTERNATIVE CHARACTERIZATION

If the trust were instead treated as an association taxable as a corporation
or a "publicly traded partnership" taxable as a corporation for Federal income
tax purposes, then the trust could be subject to the Illinois income tax, the
Illinois Replacement Tax, or the Illinois franchise tax. If any of these taxes
were applicable, distributions to certificateholders could be reduced.

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ERISA CONSIDERATIONS

Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") and Section 4975 of the Code prohibit a pension,
profit-sharing or other employee benefit plan, as well as individual retirement
accounts and certain types of Keogh Plans (each a "BENEFIT PLAN"), from engaging
in certain transactions with persons that are "parties in interest" under ERISA
or "disqualified persons" under the Internal Revenue Code with respect to the
Benefit Plan. A violation of these "prohibited transaction" rules may result in
an excise tax or other penalties and liabilities under ERISA and the Code for
these persons.

Certain transactions involving the trust might be deemed to constitute
prohibited transactions under ERISA and the Code with respect to a Benefit Plan
that purchased notes or certificates if assets of the trust were deemed to be
assets of the Benefit Plan. Under a regulation issued by the United States
Department of Labor relating to plan assets, the assets of the trust would be
treated as plan assets of a Benefit Plan for the purposes of ERISA and the Code
only if the Benefit Plan acquired an "equity interest" in the trust and none of
the exceptions contained in the plan assets regulation was applicable. An equity
interest is defined under the plan assets regulation as an interest other than
an instrument which is treated as indebtedness under applicable local law and
which has no substantial equity features. The likely treatment in this context
of notes and certificates of a given series will be discussed in the related
prospectus supplement.

Employee benefit plans that are governmental plans (as defined in
Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of
ERISA) are not subject to ERISA requirements.

A plan fiduciary considering the purchase of securities of a given series
should consult its tax and/or legal advisors regarding whether the assets of the
related trust would be considered plan assets, the possibility of exemptive
relief from the prohibited transaction rules and other issues and their
potential consequences.

PLAN OF DISTRIBUTION

We will enter into one or more underwriting agreements with respect to the
notes of each series and an underwriting agreement with respect to the
certificates of a given series, if offered under this prospectus. In each
underwriting agreement, we will agree to cause the related trust to sell to the
underwriters, and each of the underwriters will severally agree to purchase, the
principal amount of each class of notes and certificates, as the case may be, of
the related series set forth in the underwriting agreement and in the related
prospectus supplement. In each of the underwriting agreements with respect to
any given series of securities, the several underwriters will agree, subject to
the terms and conditions set forth therein, to purchase all the notes and
certificates, as the case may be, described therein which

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are offered hereby and by the related prospectus supplement if any of such notes
and certificates, as the case may be, are purchased.

Each prospectus supplement will either set forth the price at which each
class of notes and certificates, as the case may be, being offered thereby will
be offered to the public and any concessions that may be offered to certain
dealers participating in that offering, or specify that the related notes and
certificates are to be resold by the underwriters in negotiated transactions at
varying prices to be determined at the time of such sale. After the initial
public offering of any notes and certificates the public offering prices and
concessions may be changed.

Each underwriting agreement will provide that we and Case Credit will
indemnify the underwriters against certain civil liabilities, including
liabilities under the Securities Act, or contribute to payments the several
underwriters may be required to make in respect thereof.

Each trust may, from time to time, invest the funds in its trust accounts in
eligible investments acquired from underwriters.

Pursuant to each of the underwriting agreements with respect to a given
series of securities, the closing of the sale of each class of securities
subject to any of those agreements will be conditioned on the closing of the
sale of all other classes subject to any of those agreements. The place and time
of delivery for the securities in respect of which this prospectus is delivered
will be set forth in the related prospectus supplement.

LEGAL OPINIONS

Certain legal matters relating to the securities of any series will be
passed upon for the related trust, us and the servicer by Mayer, Brown & Platt,
Chicago, Illinois and New York, New York. Certain legal matters relating to the
securities of any series will be passed upon for the underwriters by Brown &
Wood LLP, New York, New York. Certain federal income tax, Illinois state tax and
other matters will be passed upon for each trust by Mayer, Brown & Platt.

WHERE YOU CAN FIND MORE INFORMATION

We filed a registration statement relating to the securities with the
Securities and Exchange Commission. This prospectus is part of the registration
statement, but the registration statement includes additional information.

We will file with the SEC all required annual, monthly and special SEC
reports and other information about any trust we originate.

You may read and copy any reports, statements or other information we file
at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. You can request copies of these documents, upon payment of a duplicating
fee, by writing to the SEC. Please call the SEC at (800) SEC-0330 for further
information on

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the operation of the public reference rooms. Our SEC filings are also available
to the public on the SEC Internet site (http://www.sec.gov.).

The SEC allows us to "incorporate by reference" information that we file
with it, which means that we can disclose important information to you by
referring you to those documents. Any information incorporated by reference is
considered to be part of this prospectus. Information that we file later with
the SEC will automatically update the information in this prospectus. In all
cases, you should rely on the later information over different information
included in this prospectus or the accompanying prospectus supplement. We
incorporate by reference any future annual, monthly and special SEC reports and
proxy materials filed by or on behalf of any trust until we terminate offering
the securities.

We have not been, nor are we currently, required to file reports pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act, except for the filing of
Current Reports on Form 8-K in connection with the trusts we originate. These
Current Reports are also incorporated into this prospectus by reference and made
a part hereof.

As a recipient of this prospectus, you may request a copy of any document we
incorporate by reference, except exhibits to the documents (unless the exhibits
are specifically incorporated by reference), at no cost, by writing or calling:
CNH Capital Receivables Inc., 100 South Saunders Road, Lake Forest, Illinois
60045, Attention: Vice President (Telephone (847) 735-9200). You may also access
the servicer's Internet site at (http://www.casecorp.com).

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INDEX OF TERMS

Set forth below is a list of the defined terms used in this prospectus and
the pages on which the definitions of such terms may be found herein.

<TABLE>
<S> <C>
Benefit Plan................................................ 66
Case Credit................................................. 15
Clearstream................................................. 26
CNH......................................................... 17
Code........................................................ 54
DTC......................................................... 26
ERISA....................................................... 66
Final Regulations........................................... 57
foreign person.............................................. 56
IDOR........................................................ 64
Illinois Replacement Tax.................................... 65
IRS......................................................... 54
New Holland Credit.......................................... 16
OID......................................................... 55
OID Regulations............................................. 55
Short-Term Note............................................. 55
</TABLE>

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CNH EQUIPMENT TRUST 2000-B
Asset Backed Notes

CNH CAPITAL RECEIVABLES INC.
Seller

CASE CREDIT CORPORATION
Originator and Servicer

NEW HOLLAND CREDIT COMPANY, LLC
Originator and Sub-Servicer

$107,000,000 A-1 Notes
$353,000,000 A-2 Notes
$244,000,000 A-3 Notes
$231,000,000 A-4 Notes

$42,500,000 Class B Notes

------------------------------

PROSPECTUS SUPPLEMENT

------------------------------

UNDERWRITERS OF THE CLASS A NOTES
CHASE SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
CREDIT SUISSE FIRST BOSTON
FIRST UNION SECURITIES, INC.
J.P. MORGAN & CO.
SG COWEN

UNDERWRITERS OF THE CLASS B NOTES
CHASE SECURITIES INC.
FIRST UNION SECURITIES, INC.

We are not offering the notes in any state where the offer is not permitted.

Dealers will deliver a prospectus supplement and prospectus when acting as
underwriters of the Class A Notes or the Class B Notes and with respect to their
unsold allotments or subscriptions. In addition, all dealers selling the
Class A Notes or the Class B Notes will deliver a prospectus supplement and
prospectus until December , 2000 (90 days after the date of this prospectus).