You can use Paint.net (free, come with a .dds exporter included) and several other paint softwares, like Photoshop (not free and you need to have a free .dds exporter downloaded and added). Basically, you need a paint software which can save either .tga, .bmp, .dds and/or .jpg files.
To create new 3D models, you can either use Milkshape 3D (which I use) which is almost free of cost (current price is US$35 for the latest version) but you do need some very hard to find fan-created plugins to be able to export your new models into the .ply format that the game use. Milkshape 3D created animations wont work with the game engine either, so all animations has to be "stolen" from original vehicles and reworked to work with your new model. A very tiresome process until you´ve learned it.
3DS Max 2007, 2008 and 2009 can be used to create new models etc, and there is an official plugin package released for it (which you have to download from the developers server (one place of many to find it)).
~Zeke.
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