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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) December 8, 1997
----------------
CASE CREDIT CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
33-80775-01 76-0394710
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(Commission File Number) (I.R.S. Employer Identification No.)
233 Lake Avenue, Racine, Wisconsin 53403
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(Address of Principal Executive Offices) (Zip Code)
(414) 636-6011
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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<PAGE>
Item 5. Other Events.
On December 8, 1997, Case Credit Corporation commenced a program for the
offer of its Medium-Term Notes, Series A due from 9 months to 30 years from the
date of issuance ("Medium-Term Notes") in an aggregate initial offering price of
up to $550,000,000. The Medium-Term Notes are part of the aggregate of
$700,000,000 in debt securities registered by the Company pursuant to two
Registration Statements on Form S-3 filed with the Securities and Exchange
Commission ("Commission") (Registration Nos. 33-80775 and 333-35815). A
Prospectus Supplement dated December 8, 1997 and a base Prospectus dated October
16, 1997 relating to the Medium-Term Notes has been filed with the Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The
issuance and sale of the Medium-Term Notes may be made from time to time in
various amounts with varying terms pursuant to an Indenture dated as of October
1, 1997 (the "Indenture") between the Company and The Bank of New York, as
Trustee. The Indenture was previously filed with the Commission as an exhibit to
the Company's quarterly report on Form 10-Q for the quarterly period ended
September 30, 1997.
The Medium-Term Notes will be distributed pursuant to a Distribution
Agreement, dated as of December 8, 1997, among the Company and J.P. Morgan
Securities Inc., Chase Securities Inc. and Citicorp Securities, Inc. The
Distribution Agreement is attached hereto as Exhibit 1 and incorporated by
reference herein. The Medium-Term Notes may bear fixed or floating rates of
interest and will be issued substantially in the forms attached hereto as
Exhibits 4.1 and 4.2, respectively, which forms are incorporated by reference
herein. The Bank of New York (the "Calculation Agent") may perform certain
services in connection with the issuance of Medium-Term Notes bearing floating
rates of interest, if any, pursuant to a Calculation Agency Agreement, dated as
of December 8, 1997, between the Company and the Calculation Agent. The
Calculation Agency Agreement is attached hereto as Exhibit 4.5 and incorporated
by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Document Description
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<S> <C>
1 Distribution Agreement, dated as of December 8, 1997, among Case Credit
Corporation, J.P. Morgan Securities Inc., Chase Securities Inc. and
Citicorp Securities, Inc.
4.1 Form of Medium-Term Note, Series A (Fixed Rate) due from 9 months to 30
years from date of issue.
</TABLE>
Form 8-K page 2
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<TABLE>
<S> <C>
4.2 Form of Medium-Term Note, Series A (Floating Rate) due from 9 months to 30
years from date of issue.
4.3 Action of Authorized Officers of Case Credit Corporation, dated December
8, 1997, establishing the Medium-Term Notes, Series A.
4.4 Officers' Certificate and Company Order of Case Credit Corporation, dated
December 8, 1997, related to the Medium-Term Notes, Series A.
4.5 Calculation Agency Agreement, dated as of December 8, 1997, between Case
Credit Corporation and The Bank of New York.
</TABLE>
Form 8-K page 3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CASE CREDIT CORPORATION
Dated: December 17, 1997 By: /s/ ROBERT A. WEGNER
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Robert A. Wegner
Vice President and Chief Financial Officer
Form 8-K page 4
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Document Description
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<S> <C>
1 Distribution Agreement, dated as of December 8, 1997, among Case
Credit Corporation, J.P. Morgan Securities Inc., Chase Securities
Inc. and Citicorp Securities, Inc.
4.1 Form of Medium-Term Note, Series A (Fixed Rate) due from 9 months to
30 years from date of issue.
4.2 Form of Medium-Term Note, Series A (Floating Rate) due from 9 months
to 30 years from date of issue.
4.3 Action of Authorized Officers of Case Credit Corporation, dated
December 8, 1997, establishing the Medium-Term Notes, Series A.
4.4 Officers' Certificate and Company Order of Case Credit Corporation,
dated December 8, 1997, related to the Medium-Term Notes, Series A.
4.5 Calculation Agency Agreement, dated as of December 8, 1997, between
Case Credit Corporation and The Bank of New York.
</TABLE>
Form 8-K page 5
<PAGE>
EXHIBIT 1
CASE CREDIT CORPORATION
$550,000,000
Medium-Term Notes, Series A
Due from 9 Months to 30 Years from Date of Issue
DISTRIBUTION AGREEMENT
December 8, 1997
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Chase Securities Inc.
270 Park Avenue
New York, New York 10017
Citicorp Securities, Inc.
399 Park Avenue
New York, New York 10043
Ladies and Gentlemen:
CASE CREDIT CORPORATION, a Delaware corporation (the "Company"),
confirms its agreement with each of you with respect to the issue and sale from
time to time by the Company of its Medium-Term Notes, Series A due from 9 months
to 30 years from date of issue (the "Securities") at an aggregate initial
offering price of up to $550,000,000, as such amount shall be reduced by the
aggregate initial offering price of any other debt securities issued by the
Company, whether within or without the United States ("Other Securities")
pursuant to the registration statement referred to below, and agrees with each
of you (individually, an "Agent," and collectively, the "Agents," which term
shall include any additional agents appointed pursuant to Section 13 hereof) as
set forth in this Agreement. The Securities will be issued under an indenture
dated as of October 1, 1997 (the "Indenture") between the Company and The Bank
of New York, as Trustee (the "Trustee"). The Securities shall have the
maturities, interest rates, redemption provisions, if any, and other terms set
forth in the Prospectus referred to below as it may be amended or supplemented
from time to time. The Securities will be issued, and the terms and rights
thereof established, from time to time by the Company in accordance with the
Indenture.
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On the basis of the representations and warranties herein contained,
but subject to the terms and conditions stated herein and to the reservation by
the Company of the right to sell Securities directly to investors (other than
broker-dealers) on its own behalf, the Company hereby (i) appoints the Agents as
the exclusive agents of the Company for the purpose of soliciting and receiving
offers to purchase Securities from the Company by others pursuant to Section
2(a) hereof and (ii) agrees that, except as otherwise contemplated herein,
whenever it determines to sell Securities directly to any Agent as principal, it
will enter into a separate agreement (each such agreement a "Terms Agreement"),
substantially in the form of Exhibit A hereto, relating to such sale in
accordance with Section 2(b) hereof.
The Company has prepared and filed a registration statement on Form
S-3 (No. 333-35815), including a base prospectus, and a registration statement
(No. 33-80775) in respect of the Securities with the Securities and Exchange
Commission (the "Commission") in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Securities Act"). Such registration
statements, including the exhibits thereto, as amended to the Commencement Date
(as hereinafter defined) are hereinafter referred to as the "Registration
Statement" and the base prospectus in the form in which it appears in the
registration statement No. 333-35815 is hereinafter referred to as the "Basic
Prospectus." The Basic Prospectus as supplemented by the prospectus supplement
or supplements (each a "Prospectus Supplement") specifically relating to the
Securities in the form filed with, or transmitted for filing to, the Commission
pursuant to Rule 424 under the Securities Act is hereinafter referred to as the
"Prospectus." Any reference in this Agreement to the Registration Statement, the
Basic Prospectus, any preliminary form of prospectus (a "preliminary
prospectus") previously filed with the Commission pursuant to Rule 424 or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Securities Act which
were filed under the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission thereunder (collectively, the "Exchange Act")
on or before the date of this Agreement or the date of the Basic Prospectus, any
preliminary prospectus or the Prospectus, as the case may be; and any reference
to "amend," "amendment" or "supplement" with respect to the Registration
Statement, the Basic Prospectus, any preliminary prospectus or the Prospectus,
including any supplement to the Prospectus that sets forth only the terms of a
particular issue of the Securities (a "Pricing Supplement"), shall be deemed to
refer to and include any documents filed under the Exchange Act after the date
of this Agreement or the date of the Basic Prospectus, any preliminary
prospectus or the Prospectus, as the case may be, which are deemed to be
incorporated by reference therein.
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1. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to, and agrees with, each Agent as of the Commencement Date (as
hereinafter defined), as of each date on which the Company accepts an offer to
purchase Securities (including any purchase by an Agent as principal pursuant to
a Terms Agreement or otherwise), as of each date the Company issues and sells
Securities and as of each date the Registration Statement or the Basic
Prospectus is amended or supplemented, as follows (it being understood that such
representations and warranties shall be deemed to relate to the Registration
Statement, the Basic Prospectus and the Prospectus, each as amended or
supplemented to each such date):
(a) On the effective date of the Registration Statement relating to
the Securities (the "Effective Date"), such registration statement
conformed as to form in all material respects to the requirements of the
Securities Act, the Trust Indenture Act of 1939, as amended (collectively
with all rules and regulations of the Commission thereunder, "Trust
Indenture Act"), and the other applicable rules and regulations of the
Commission ("Rules and Regulations") and did not include any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading, and on the date of each Terms Agreement referred to in Section
2, the Prospectus will conform as to form in all material respects to the
requirements of the Securities Act, the Trust Indenture Act and the Rules
and Regulations, and on such date the Prospectus will not include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading,
except that the foregoing does not apply to (a) statements in or omissions
from any of such documents based upon written information furnished to the
Company by any Agent specifically for use therein and (b) that part of the
Registration Statement that constitutes the Statement of Eligibility on
Form T-1 of the Trustee under the Trust Indenture Act filed as an exhibit
to the Registration Statement (the "Form T-1").
(b) (A) No stop order suspending the effectiveness of the
Registration Statement is in effect and, to the knowledge of the Company,
no proceedings for that purpose are pending before or threatened by the
Commission and (B) each document, if any, filed or to be filed pursuant to
the Exchange Act and incorporated by reference in the Prospectus complied
or will comply when so filed as to form in all material respects with the
Exchange Act and did not, or will not when so filed, contain an untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in the light of the circumstances under which
they were made, not misleading, excluding any statement in any such
document that does not constitute part of the Registration Statement or the
Prospectus pursuant to Rule
<PAGE>
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412 under the Act; provided, however, that this representation and warranty
shall not apply to any statements in or omissions from any such documents
based upon written information furnished to the Company by any Agent
specifically for use therein.
(c) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own its properties and conduct its
business as described in the Prospectus; and the Company is duly qualified
to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or leasing of property or the conduct
of its business requires such qualification, other than any failure to be
so qualified or in good standing as would not singly or in the aggregate
with all such other failures reasonably be expected to have a material
adverse effect on the assets, liabilities, results of operations or
financial condition of the Company and its consolidated subsidiaries (as
defined in Rule 1-02(x) of the Commission's Regulation S-X), taken as a
whole (a "Material Adverse Effect").
(d) Each subsidiary (including, if applicable, partnerships of which
the Company is a general partner) of the Company that meets the conditions
for a "significant subsidiary" set forth in Rule 1-02(w) of the
Commission's Regulation S-X (collectively, the "Subsidiaries") is duly
organized and validly existing as a corporation or partnership in good
standing (if applicable) under the laws of the jurisdiction of its
incorporation or formation, has the corporate or other power and authority
to own, lease and operate its properties and to conduct its business as
described in the Prospectus and is duly qualified to transact business as a
foreign corporation or partnership and is in good standing (if applicable)
in each jurisdiction in which the conduct of its business or its ownership,
leasing or operation of property requires such qualification, other than
any failure to be so qualified or in good standing as would not singly or
in the aggregate with all such other failures reasonably be expected to
have a Material Adverse Effect.
(e) The Indenture has been duly authorized, executed and delivered by
the Company and has been duly qualified under the Trust Indenture Act; the
Indenture complies as to form in all material respects with the
requirements of the Trust Indenture Act; the Securities have been duly
authorized by the Company; and when the Securities are issued and delivered
in accordance with the Indenture and delivered to and paid for by the
purchasers thereof in accordance with this Agreement and any applicable
Terms Agreement, such Securities will have been duly executed,
authenticated, issued and delivered by the Company and the Securities of
any particular issuance of Securities will conform in all material respects
to the description thereof contained in the Prospectus as amended or
supplemented to relate to such is-
<PAGE>
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suance of Securites, and the Indenture and such Securities will constitute
valid and legally binding obligations of the Company, entitled to the
benefits of the Indenture and enforceable against the Company in accordance
with their terms, subject, as to enforcement, to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights, to public policy
considerations and to general equity principles.
(f) No consent, approval, authorization, or order of, or filing with,
any governmental agency or body or any court is required for the
consummation of the transactions contemplated by any applicable Terms
Agreement (including the provisions of this Agreement) in connection with
the issuance and sale of the Securities by the Company, except such as are
required under the Securities Act and the Trust Indenture Act and such as
may be required under state securities laws.
(g) The execution, delivery and performance of the Indenture, any
applicable Terms Agreement (including the provisions of this Agreement) and
the issuance and sale of the Securities and compliance with the terms and
provisions thereof do not and will not (i) contravene any provision of the
certificate of incorporation, by-laws or other organizational documents of
the Company or of any of the Subsidiaries, or (ii) conflict with or result
in a breach or violation of any of the terms and provisions of, or
constitute a default under (including, without limitation, any event which
with notice or lapse of time, or both, would constitute a default under),
or result in the creation or imposition of any lien, charge or encumbrance
upon any assets or properties of the Company or of any of the Subsidiaries
under, any statute, rule, regulation, order or decree of any governmental
agency or body or any court having jurisdiction over any of them or any of
their respective properties, assets or operations, or any indenture,
mortgage, loan agreement, note or other agreement or instrument for
borrowed money, any guarantee of any agreement or instrument for borrowed
money or any lease, permit, license or other agreement or instrument to
which the Company or any of the Subsidiaries is a party or by which the
Company or any of the Subsidiaries is bound or to which any of the
properties, assets or operations of any of them is subject, other than any
such breach, violation, default, lien, charge or encumbrance as would not
singly or in the aggregate with all such other breaches, violations,
defaults, liens, charges or encumbrances reasonably be expected to have a
Material Adverse Effect.
(h) This Agreement and any applicable Terms Agreement have been duly
authorized, executed and delivered by the Company.
(i) The Company and the Subsidiaries have such certificates, permits,
licenses, franchises, consents, approvals, orders, authorizations and
clearances from
<PAGE>
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appropriate governmental agencies and bodies ("Licenses") as are necessary
to own, lease or operate their properties and to conduct their businesses
in the manner described in the Prospectus, and all such Licenses are valid
and in full force and effect, other than any failure to have any such
License or any failure of any such License to be valid and in full force
and effect as would not singly or in the aggregate with all such other
failures have a Material Adverse Effect.
(j) Except as set forth in the Registration Statement and the
Prospectus, the properties, assets and operations of the Company and the
Subsidiaries are in compliance in all material respects with all applicable
Federal, state, local and foreign laws, rules and regulations, orders,
decrees, judgments, permits and licenses relating to public and worker
health and safety and to the protection and clean-up of the natural
environment and activities or conditions related thereto, including,
without limitation, those relating to the generation, handling, disposal,
transportation or release of hazardous materials (collectively,
"Environmental Laws"), other than any such failure to be in compliance as
would not singly or in the aggregate with all such other failures known to
the Company reasonably be expected to have a Material Adverse Effect. With
respect to such properties, assets and operations, including any previously
owned, leased or operated properties, assets or operations, to the best
knowledge of the Company and except as set forth in the Registration
Statement and the Prospectus, there are no past, present or reasonably
anticipated future events, conditions, circumstances, activities,
practices, incidents, actions or plans of the Company or any of the
Subsidiaries that may interfere with or prevent compliance or continued
compliance in all material respects with applicable Environmental Laws,
other than any such interference or prevention as would not singly or in
the aggregate with any such other interference or prevention known to the
Company reasonably be expected to have a Material Adverse Effect.
(k) Except as set forth in the Registration Statement and the
Prospectus, there are no pending actions, suits, proceedings or
investigations against or affecting the Company or any of the Subsidiaries,
or with respect to which the Company or any of the Subsidiaries is
responsible by way of indemnity or otherwise, that would singly or in the
aggregate with all such other actions, suits, investigations or proceedings
reasonably be expected to have a Material Adverse Effect, or reasonably be
expected to have a material adverse effect on the ability of the Company to
perform its obligations under this Agreement, the Indenture, the Securities
or any applicable Terms Agreement; and, to the best knowledge of the
Company, except as set forth in the Registration Statement and the
Prospectus, no such actions, suits, proceedings or investigations are
threatened.
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(l) Since the date of the latest audited financial statements of the
Company included or incorporated by reference in the Prospectus, except as
disclosed in or contemplated by the Prospectus: (A) Neither the Company nor
any Subsidiary has sustained any material loss or interference with its
consolidated business or properties from fire, flood, windstorm, accident
or other calamity (whether or not covered by insurance); (B) There has been
no material increase in the long-term indebtedness of the Company, no
material change in the capital stock of the Company and no dividend or
distribution of any kind declared, paid or made by the Company on any class
of its capital stock not consistent with past practice; and (C) There has
not been or become known any Material Adverse Effect, or any development
that could singly or in the aggregate with all other developments
reasonably be expected to result in a Material Adverse Effect.
(m) The Company is not and, after giving effect to the offering and
sale of the Securities and the application of the proceeds thereof as
described in the Prospectus, will not be an "investment company" as defined
in the Investment Company Act of 1940.
(n) Neither the Company nor any of its affiliates does business with
the government of Cuba or with any person or affiliate located in Cuba
within the meaning of Section 517.075, Florida Statutes and the Company
agrees to comply with such Section if prior to the completion of the
distribution of the Securities it commences doing such business.
(o) Except as set forth in the Registration Statement and the
Prospectus, no labor disturbance by the employees of the Company or any of
the Subsidiaries exists or, to the best knowledge of the Company, is
threatened, that would singly or in the aggregate with all such other labor
disturbances reasonably be expected to have a Material Adverse Effect.
(p) The audited consolidated and combined financial statements of the
Company and, if applicable, the Case Credit Business (as defined in Note 2
to the Company's financial statements contained in the Company's Form 10-K
for the fiscal year ended December 31, 1996) and related schedules, if any,
and notes included or incorporated by reference in the Registration
Statement and the Prospectus comply in all material respects with the
requirements of the Exchange Act and the Rules and Regulations, were
prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved (except as otherwise
stated therein) and fairly present the consolidated and combined financial
condition, results of operations, cash flows, changes in combined equity
and changes in stockholders' equity, as the case may be, of the Company or
the Case Credit Business, as
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the case may be, on a consolidated or combined basis, as the case may be,
at the dates and for the periods presented. The unaudited consolidated
financial statements of the Company and the related notes included or
incorporated by reference in the Registration Statement and the Prospectus
present fairly the consolidated financial condition, results of operations,
cash flows, changes in combined equity and changes in stockholders' equity,
as the case may be, of the Company at the dates and for the periods to
which they relate, subject to year-end audit adjustments, have been
prepared in accordance with generally accepted accounting principles
applied on a consistent basis (except as otherwise stated therein) and have
been prepared on a basis substantially consistent with that of the audited
financial statements referred to above, except as otherwise stated therein.
The historical financial information and statistical data, if any, set
forth or incorporated by reference in the Prospectus under the captions
"Summary Historical and Pro Forma Financial Data of the Company," "Selected
Historical Financial Data of the Company" and "Capitalization of the
Company" or under any similar caption present fairly the information shown
therein and, except as otherwise stated therein, have been compiled on a
basis consistent with that of the audited consolidated and combined
financial statements of the Company and, if applicable, the Case Credit
Business, as the case may be, included or incorporated by reference in the
Registration Statement and the Prospectus. If pro forma financial
statements with respect to the Company or the Case Credit Business are
included or incorporated by reference in the Registration Statement and the
Prospectus, such pro forma financial statements and other pro forma
financial information included in the Prospectus present fairly the
information shown therein, have been prepared in all material respects in
accordance with the Commission's rules and guidelines with respect to pro
forma financial statements, have been properly compiled on the pro forma
basis described therein and, in the opinion of the Company, the assumptions
used in the preparation thereof are reasonable and the adjustments used
therein are appropriate to give effect to the transactions or circumstances
referred to therein. No pro forma financial statements or other pro forma
financial information with respect to the Company or the Case Credit
Business is required to be included or incorporated by reference in the
Registration Statement and the Prospectus other than those included or
incorporated by reference therein. The Company's ratios of earnings to
fixed charges (actual and, if any, pro forma) included in the Prospectus
under the caption "Ratio of Earnings to Fixed Charges" and in Exhibit 12 to
the Registration Statement have been calculated in compliance with Item
503(d) of Regulation S-K of the Commission and the supporting schedules
included in the Registration Statement present fairly the information
required to be stated therein.
<PAGE>
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(q) Immediately after any sale of Securities by the Company hereunder
or under any applicable Terms Agreement, the aggregate amount of Securities
which shall have been issued and sold by the Company hereunder or under any
Terms Agreement and of any debt securities of the Company (other than the
Securities) that shall have been issued and sold pursuant to the
Registration Statement will not exceed the amount of debt securities
registered under the Registration Statement.
2. SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL. (a)
Solicitations as Agent. On the basis of the representations and warranties
herein contained, but subject to the terms and conditions herein set forth, each
of the Agents hereby severally and not jointly agrees, as agent of the Company,
to use its reasonable efforts to solicit offers to purchase the Securities from
the Company upon the terms and conditions set forth in the Prospectus as amended
or supplemented from time to time. So long as this Agreement shall remain in
effect with respect to any Agent, the Company shall not, without the consent of
such Agent, solicit or accept offers to purchase, or sell in the United States
Securities or any other substantially similar debt securities with a maturity at
the time of original issuance of 9 months to 30 years except (i) pursuant to
this Agreement and any Terms Agreement, (ii) pursuant to a private placement not
constituting a public offering under the Securities Act, (iii) in connection
with a firm commitment underwriting pursuant to an underwriting agreement that
does not provide for a continuous public offering of medium-term debt
securities, or (iv) in connection with the continuous offering of asset-backed
medium-term debt securities rated "AA" (or an equivalent rating) or higher by a
nationally recognized statistical rating organization (as defined for purposes
of Rule 436(g) under the Securities Act) (a "Rating Organization"). However,
the Company reserves the right to sell, and may solicit and accept offers to
purchase, Securities directly on its own behalf to investors (other than broker-
dealers).
The Company reserves the right, in its sole discretion, to instruct
the Agents to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase Securities. Upon receipt of at least one
business day's prior notice from the Company, each Agent will suspend
solicitation of offers to purchase Securities from the Company until such time
as the Company has advised such Agent or Agents that such solicitation may be
resumed. During the period of time that such solicitation is suspended, the
Company shall not be required to deliver any opinions, letters or certificates
in accordance with Sections 4(i), 4(j) and 4(k); provided that if the
Registration Statement or Prospectus is amended or supplemented during the
period of suspension (other than by an amendment or supplement providing solely
for a change in the interest rates, redemption provisions, amortization
schedules or maturities offered for the Securities or for a change that the
Agents deem to be immaterial), no Agent shall be required to resume soliciting
of-
<PAGE>
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fers to purchase Securities until the Company has delivered such opinions,
letters and certificates as such Agent may reasonably request.
The Company agrees to pay each Agent, as consideration for the sale of
each Security resulting from a solicitation made or an offer to purchase
received by such Agent, a commission in the form of a discount from the purchase
price of such Security in an amount equal to the following applicable percentage
of the principal amount of such Security sold:
<TABLE>
<CAPTION>
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COMMISSION PERCENTAGE OF
AGGREGATE PRINCIPAL AMOUNT
RANGE OF MATURITIES OF SECURITIES SOLD
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<S> <C>
From 9 months to less than 1 year............................................ .125%
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From 1 year to less than 18 months........................................... .150%
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From 18 months to less than 2 years.......................................... .200%
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From 2 years to less than 3 years............................................ .250%
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From 3 years to less than 4 years............................................ .350%
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From 4 years to less than 5 years............................................ .450%
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From 5 years to less than 6 years............................................ .500%
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From 6 years to less than 7 years............................................ .550%
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From 7 years to less than 10 years........................................... .600%
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From 10 years to less than 15 years.......................................... .625%
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From 15 years to less than 20 years.......................................... .700%
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20 years to and including 30 years........................................... .750%
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</TABLE>
The Agents are authorized to solicit offers to purchase Securities
only in the principal amount of $1,000 or any amount in excess thereof which is
an integral multiple of $1,000. Each Agent shall communicate to the Company,
orally or in writing, each offer to purchase Securities received by such Agent
as agent that in its judgment should be considered by the Company. The Company
shall have the sole right to accept offers to purchase the Securities and may
reject any such offer in whole or in part. Each Agent shall have the right, in
its sole discretion, to reject any offer to purchase Securities, as a whole or
in part, that it considers to be unacceptable and any such rejection shall not
be deemed a breach of its agreements herein contained. The procedural details
relating to the issue and delivery of Securities sold by an Agent as agent and
the payment therefor are set forth in the Administrative Procedures (as
hereinafter defined).
(b) Purchases as Principal. Each sale of Securities to any Agent as
principal shall be made in accordance with the terms of this Agreement and
(unless such Agent shall otherwise agree) a Terms Agreement which will provide
for the sale of such Securities to, and the purchase thereof by, such Agent. A
Terms Agreement will be substantially in
<PAGE>
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the form of Exhibit A hereto but may take the form of an exchange of any
standard form of written telecommunication between an Agent and the Company and
may also specify certain provisions relating to the reoffering of such
Securities by such Agent. The commitment of any Agent to purchase Securities as
principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed
to have been made on the basis of the representations and warranties of the
Company herein contained and shall be subject to the terms and conditions herein
and in the applicable Terms Agreement set forth. Each agreement by an Agent to
purchase Securities as principal (pursuant to a Terms Agreement or otherwise)
shall specify the principal amount of Securities to be purchased by such Agent
pursuant thereto, the price to be paid to the Company for such Securities, the
maturity date of such Securities, the interest rate or interest rate basis, if
any, applicable to such Securities, any other terms of such Securities, the time
and date and place of delivery of and payment for such Securities (the time and
date of any and each such delivery and payment, the "Time of Delivery") and any
provisions relating to rights of, and default by, underwriters acting together
with such Agent in the reoffering of Securities, and shall also specify any
requirements for opinions of counsel, accountants' letters and officers'
certificates pursuant to Section 4 hereof. Unless otherwise specified in a Terms
Agreement, the procedural details relating to the issue and delivery of
Securities purchased by an Agent as principal and the payment therefor shall be
as set forth in the Administrative Procedures.
(c) Obligations Several. The Company acknowledges that the
obligations of the Agents are several and not joint and, subject to the
provisions of this Section 2, each Agent shall have complete discretion as to
the manner in which it solicits purchasers for the Securities and as to the
identity thereof.
(d) Administrative Procedures. The Agents and the Company agree to
perform their respective duties and obligations specifically provided to be
performed in the Medium-Term Notes Administrative Procedures (the
"Administrative Procedures") attached hereto as Exhibit B, as the same may be
amended from time to time. The Administrative Procedures may be amended only by
written agreement of the Company and each of the Agents.
3. COMMENCEMENT DATE. The documents required to be delivered
pursuant to Section 6 hereof on the Commencement Date (as defined below) shall
be delivered to the Agents at the offices of Mayer, Brown & Platt, Chicago,
Illinois, at 11:00 a.m., Chicago time, on the date of this Agreement, which date
and time of such delivery may be postponed by agreement between the Agents and
the Company but in no event shall be later than the day prior to the date on
which solicitation of offers to purchase Securities is commenced or the first
date on which the Company accepts an offer by any Agent to purchase Securities
as principal (such time and date being referred to herein as the "Commencement
Date").
<PAGE>
-12-
4. COVENANTS OF THE COMPANY. The Company covenants and agrees with
each Agent:
(a) (i) To make no amendment or supplement (other than a Pricing
Supplement with respect to any Securities not to be sold to or through an
Agent) to the Registration Statement or the Prospectus prior to the
termination of the offering of the Securities pursuant to this Agreement or
any Terms Agreement which shall be reasonably disapproved by any Agent
after reasonable opportunity to comment thereon, unless in the opinion of
counsel for the Company such amendment or supplement is required by law;
provided, however, that the foregoing shall not apply to any of the
Company's periodic filings with the Commission described in subsection
(iii) below, copies of which filings the Company will cause to be delivered
to the Agents promptly after their transmission to the Commission for
filing; (ii) subject to the foregoing clause (i), promptly to cause each
Prospectus Supplement to be filed with or transmitted for filing to the
Commission in accordance with Rule 424(b) under the Securities Act and to
prepare, with respect to any Securities to be sold through or to such Agent
pursuant to this Agreement, a Pricing Supplement with respect to such
Securities in a form previously approved by such Agent and to file such
Pricing Supplement in accordance with Rule 424(b) under the Securities Act;
and (iii) promptly to file all reports and any definitive proxy or
information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act for so long as the delivery of a prospectus is required in connection
with the offering or sale of the Securities. The Company will promptly
advise each Agent (i) of the filing of any amendment or supplement to the
Basic Prospectus or any amendment to the Registration Statement and of the
effectiveness of any such amendment to the Registration Statement; (ii) of
the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any order preventing or
suspending the use of any prospectus relating to the Securities or the
initiation or threatening of any proceeding for that purpose, or of any
request by the Commission for any amendment or supplement to the
Registration Statement or Prospectus or for additional information; and
(iii) of the receipt by the Company of any notification with respect to any
suspension of the qualification of the Securities for offering or sale in
any jurisdiction or the initiation or threatening of any proceeding for any
such purpose. The Company agrees to use its best efforts to prevent the
issuance of any such stop order or of any such order preventing or
suspending the use of any such prospectus or of any notification suspending
any such qualification and, if issued, to use promptly its best efforts to
obtain withdrawal thereof as soon as possible. If the Basic Prospectus is
amended or supplemented as a result of the filing under the Exchange Act of
any document incorporated by reference in the Prospectus, no Agent shall be
obligated
<PAGE>
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to solicit offers to purchase Securities so long as it is not reasonably
satisfied with such document.
(b) To endeavor to qualify the Securities for offer and sale under
the securities or Blue Sky laws of such jurisdictions as the Agents shall
reasonably request and to continue such qualification in effect so long as
reasonably required in connection with the distribution of the Securities
provided that the Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any
jurisdiction.
(c) To furnish each Agent and counsel to the Agents, at the expense
of the Company, a signed copy of the Registration Statement (as originally
filed) and each amendment thereto, in each case including exhibits and
documents incorporated by reference therein, and, during the period
mentioned in paragraph (d) below, to furnish each Agent as many copies of
the Prospectus (including all amendments and supplements thereto) and
documents incorporated by reference therein as such Agent may reasonably
request.
(d) If at any time when a prospectus relating to the Securities is
required to be delivered under the Securities Act, any event shall occur as
a result of which the Prospectus, as then amended or supplemented, would
include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, or
if, in the opinion of the Agents or the Company, it is necessary at any
time to amend or supplement the Prospectus to comply with law, to
immediately notify the Agents by telephone (with confirmation in writing)
and request each Agent (i) in its capacity as agent of the Company, to
suspend solicitation of offers to purchase Securities from the Company
(and, if so notified, such Agent shall cease such solicitations and cease
using the Prospectus as soon as practicable, but in any event not later
than one business day later); and (ii) to cease sales of any Securities
such Agent may then own as principal. If, as a result of the occurrence of
any event described in the first sentence of this Section 4(d), the Company
shall decide to amend or supplement the Registration Statement or the
Prospectus, as then amended or supplemented, it shall so advise each Agent
promptly by telephone (with confirmation in writing) and, at its expense,
shall prepare and cause to be filed promptly with the Commission an
amendment or supplement to the Registration Statement or the Prospectus, as
then amended or supplemented, that will correct such statement or omission
or effect such compliance and will supply such amended or supplemented
Prospectus to the Agents in such quantities as they may reasonably request.
If any such amendment or supplement and any documents, opinions, letters
and certificates furnished to the Agents pursuant to Sections 4(e), 4(i),
4(j) and 4(k)
<PAGE>
-14-
in connection with the preparation and filing of such amendment or
supplement are reasonably satisfactory in all respects to the Agents, upon
the filing with the Commission of such amendment or supplement to the
Prospectus or upon the effectiveness of an amendment to the Registration
Statement, the Agents will resume the solicitation of offers to purchase
Securities hereunder. Notwithstanding any other provision of this Section
4(d), until the distribution of any Securities any Agent may own as
principal has been completed or in the event such Agent, in the opinion of
its counsel, is otherwise required to deliver a prospectus in respect of a
transaction in the Securities, if any event described in the first sentence
of this Section 4(d) occurs, the Company will (i), at its own expense,
promptly prepare and file with the Commission an amendment or supplement to
the Registration Statement or Prospectus, reasonably satisfactory in all
respects to such Agent, that will correct such statement or omission or
effect such compliance, (ii) supply such amended or supplemented Prospectus
to such Agent in such quantities as such Agent may reasonably request and
(iii) furnish to such Agent pursuant to Sections 4(e), 4(i), 4(j) and 4(k)
such documents, certificates, opinions and letters as it may request in
connection with the preparation and filing of such amendment or supplement.
(e) To furnish to the Agents during the term of this Agreement such
relevant documents and certificates of officers of the Company relating to
the business, operations and affairs of the Company, the Registration
Statement, the Basic Prospectus, any amendments or supplements thereto, the
Indenture, the Securities, this Agreement, the Administrative Procedures,
any applicable Terms Agreement and the performance by the Company of its
obligations hereunder or thereunder as the Agents may from time to time
reasonably request and shall notify the Agents promptly in writing of any
downgrading, or on its receipt of any notice of (i) any intended or
potential downgrading or (ii) any review or possible change that indicates
a downgrading or possible downgrading in the rating accorded any securities
of, or guaranteed by, the Company by any Rating Organization.
(f) To make generally available to its security holders and to such
Agent as soon as practicable earnings statements which shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 of the
Commission promulgated thereunder covering periods of at least twelve
months beginning in each case with the first fiscal quarter of the Company
occurring after the "effective date" (as defined in Rule 158) of the
Registration Statement with respect to each sale of Securities.
(g) To furnish to the Agent, during the term of this Agreement,
copies of all reports or other communications (financial or other)
furnished to holders of Securities and copies of any reports and financial
statements furnished to or filed with the
<PAGE>
-15-
Commission or any national securities exchange on which any class of
securities of the Company is listed.
(h) From the date of any applicable Terms Agreement with such Agent
or other agreement by such Agent to purchase Securities as principal and
continuing to and including the business day following the related Time of
Delivery, not to offer, sell, contract to sell or otherwise dispose of in
the United States any debt securities of or guaranteed by the Company which
are substantially similar to the Securities, without the prior written
consent of such Agent except (i) pursuant to this Agreement and any Terms
Agreement, (ii) pursuant to a private placement not constituting a public
offering under the Securities Act, (iii) in connection with a firm
commitment underwriting pursuant to an underwriting agreement that does not
provide for a continuous offering of medium-term debt securities, or (iv)
in connection with the continuous public offering of asset-backed medium-
term debt securities rated "AA" (or an equivalent rating) or higher by a
Rating Organization.
(i) That each time the Registration Statement or the Prospectus shall
be amended or supplemented (other than by a Pricing Supplement or an
amendment or supplement providing solely for a change in the interest
rates, redemption provisions, amortization schedules or maturities offered
on the Securities or for a change the Agents deem to be immaterial) and
each time the Company sells Securities to such Agent as principal pursuant
to a Terms Agreement or other agreement and such Terms Agreement or other
agreement specifies the delivery of an opinion under this Section 4(i) as a
condition to the purchase of Securities pursuant to such Terms Agreement or
other agreement, the Company shall furnish or cause to be furnished
forthwith to such Agent a written opinion of Mayer, Brown & Platt, or other
counsel for the Company reasonably satisfactory to such Agent, dated the
date of such amendment or supplement, or the related Time of Delivery
relating to such sale, as the case may be, in form reasonably satisfactory
to such Agent, of the same tenor as the opinion referred to in Section 6(b)
hereof but modified to relate to the Registration Statement and the
Prospectus as amended and supplemented to the date of such opinion, or, in
lieu of such opinion, counsel last furnishing such an opinion may furnish
to such Agent a letter to the effect that such Agent may rely on the
opinion of such counsel which was last furnished to such Agent to the same
extent as though it were dated the date of such letter (except that the
statements in such last opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended or supplemented to the
date of delivery of such letter).
(j) That each time the Registration Statement or the Prospectus shall
be amended or supplemented to include or incorporate amended or
supplemented financial information and each time the Company sells
Securities to such Agent as princi-
<PAGE>
-16-
pal pursuant to a Terms Agreement or other agreement and such Terms
Agreement or other agreement specifies the delivery of a letter under this
Section 4(j) as a condition to the purchase of Securities pursuant to such
Terms Agreement or other agreement, the Company shall cause the independent
certified public accountants who have certified the financial statements of
the Company and its subsidiaries included or incorporated by reference in
the Registration Statement forthwith to furnish such Agent a letter, dated
the date of such amendment or supplement or the related Time of Delivery
relating to such sale, as the case may be, in form reasonably satisfactory
to such Agent, of the same tenor as the letter referred to in Section 6(e)
hereof but modified to relate to the Registration Statement and the
Prospectus as amended or supplemented to the date of such letter with such
changes as may be necessary to reflect such amended or supplemented
financial information included or incorporated by reference in the
Registration Statement or the Prospectus as amended or supplemented,
provided, however, that, with respect to any financial information or other
matter, such letter may reconfirm as true and correct at such date, as
though made at and as of such date, rather than repeat, statements with
respect to such financial information or other matter made in the letter
referred to in Section 6(e) hereof which was last furnished to such Agent.
(k) That each time the Registration Statement or the Prospectus shall
be amended or supplemented (other than by a Pricing Supplement or an
amendment or supplement providing solely for a change in the interest
rates, redemption provisions, amortization schedules or maturities offered
on the Securities or for a change the Agents deem to be immaterial), and
each time the Company sells Securities to such Agent as principal and the
applicable Terms Agreement or other agreement specifies the delivery of a
certificate under this Section 4(k) as a condition to the purchase of
Securities pursuant to such Terms Agreement or other agreement, the Company
shall furnish or cause to be furnished forthwith to such Agent a
certificate signed by an executive officer of the Company, dated the date
of such amendment or supplement or the related Time of Delivery relating to
such sale, as the case may be, in form reasonably satisfactory to such
Agent, of the same tenor as the certificates referred to in Section 6(e)
but modified to relate to the Registration Statement and the Prospectus as
amended and supplemented to the date of delivery of such certificate or to
the effect that the statements contained in the certificate referred to in
Section 6(e) hereof which was last furnished to such Agent are true and
correct at such date as though made at and as of such date (except that
such statements shall be deemed to relate to the Registration Statement and
the Prospectus as amended or supplemented to such date).
<PAGE>
-17-
5. COSTS AND EXPENSES. The Company covenants and agrees with each
Agent that the Company will, whether or not any sale of Securities is
consummated, pay all costs and expenses incident to the performance of its
obligations hereunder and under any applicable Terms Agreement, including
without limiting the generality of the foregoing, all costs and expenses: (i)
incident to the preparation, issuance, execution, authentication and delivery of
the Securities, including any expenses of the Trustee, (ii) incident to the
preparation, printing and filing under the Securities Act of the Registration
Statement, the Prospectus and any preliminary prospectus (including in each case
all exhibits, amendments and supplements thereto), (iii) incurred in connection
with the registration or qualification and determination of eligibility for
investment of the Securities under the laws of such jurisdictions as the Agents
(or in connection with any Terms Agreement, the applicable Agent) may reasonably
request pursuant to Section 4(b) (including reasonable related fees of counsel
for the Agents (or such Agent) and their reasonable related disbursements), (iv)
in connection with the listing of the Securities on any stock exchange,
(v)related to any filing with National Association of Securities Dealers, Inc.
("NASD"), (vi) in connection with the printing (including word processing and
duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky
Memoranda and any Legal Investment Survey and the furnishing to the Agents and
dealers of copies of the Registration Statement and the Prospectus, including
mailing and shipping, as herein provided, (vii) payable to rating agencies in
connection with the rating of the Securities, (viii) incurred in connection with
the engagement of any qualified independent underwriter as may be required by
rules and regulations of NASD,(ix) the reasonable fees and disbursements of
counsel for the Agents incurred in connection with the offering and sale of the
Securities, including any opinions to be rendered by such counsel hereunder and
(x) any advertising and out-of-pocket expenses reasonably incurred by the Agents
in connection with the performance of their obligations hereunder.
6. CONDITIONS. The obligation of any Agent, as agent of the Company,
at any time ("Solicitation Time") to solicit offers to purchase the Securities,
the obligation of any Agent to purchase Securities as principal pursuant to any
Terms Agreement or otherwise, and the obligation of any other purchaser to
purchase Securities shall in each case be subject (1) to the condition that all
representations and warranties of the Company herein and all statements of
officers of the Company made in any certificate furnished pursuant to the
provisions hereof are true and correct (i) in the case of an Agent's obligation
to solicit offers to purchase Securities, at and as of such Solicitation Time
and (ii) in the case of any Agent's or any other purchaser's obligation to
purchase Securities, at and as of the time the Company accepts the offer to
purchase such Securities and, as the case may be, at and as of the related Time
of Delivery or time of purchase; (2) to the condition that at or prior to such
Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as
the case may be, the Company shall have complied with all its agreements and all
conditions on
<PAGE>
-18-
its part to be performed or satisfied hereunder prior to such relevant time; and
(3) to the following additional conditions when and as specified:
(a) Prior to such Solicitation Time or corresponding Time of Delivery
or time of purchase, as the case may be:
(i) if any amendment to the Registration Statement filed prior to
the Commencement Date has not been declared effective as of the
Commencement Date, such amendment shall have been declared effective
not later than 5:30 p.m. (New York City time) on the Commencement
Date; if applicable, the Prospectus as amended or supplemented
(including, if applicable, the Pricing Supplement) with respect to
such Securities shall have been filed with the Commission pursuant to
Rule 424(b) under the Securities Act within the applicable time period
prescribed for such filing by the rules and regulations under the
Securities Act; no stop order suspending the effectiveness of the
Registration Statement shall be in effect and no proceeding for that
purpose shall have been initiated or threatened by the Commission
which has not been resolved in the reasonable satisfaction of such
Agent; and all requests for additional information on the part of the
Commission shall have been complied with to the reasonable
satisfaction of such Agent;
(ii) and subsequent to the date of this Agreement, there shall
not have occurred any downgrading, nor shall any notice have been
given of (A) any intended or potential downgrading or (B) any review
or possible change that indicates a downgrading or possible
downgrading in the rating accorded any securities of or guaranteed by
the Company by any Rating Organization;
(iii) and subsequent to the date of this Agreement, there shall
not have been any material adverse change in the financial condition
or results of operations of the Company and its subsidiaries, taken as
a whole, otherwise than as set forth or contemplated in the
Prospectus, as amended or supplemented to such Solicitation Time or at
the time such offer to purchase was made, the effect of which in the
judgment of the applicable Agent makes it impracticable or inadvisable
to market the Securities on the terms and in the manner contemplated
in the Prospectus, as so amended or supplemented; and
(iv) and subsequent to the date of this Agreement, there shall
not have occurred (a) any suspension or limitation of trading in
securities generally on the New York Stock Exchange, or any setting of
minimum prices for trading on such exchange, or any suspension of
trading of any securities of the Company on any exchange or in the
over-the-counter market; (b) any
<PAGE>
-19-
banking moratorium declared by U.S. Federal or New York authorities;
or (c) any outbreak or escalation of major hostilities in which the
United States is involved, any declaration of war by Congress or any
other substantial national or international calamity or emergency if,
in the judgment of a majority in interest of the involved Agents, the
effect of any such outbreak, escalation, declaration, calamity or
emergency makes it impractical or inadvisable to proceed with
completion of the sale of and payment for the Securities.
(b) On the Commencement Date and in the case of a purchase of
Securities by an Agent as principal pursuant to a Terms Agreement or
otherwise, if called for by the applicable Terms Agreement or other
agreement, at the corresponding Time of Delivery, Mayer, Brown & Platt,
special counsel for the Company, shall have furnished to the relevant Agent
or Agents their written opinion, dated the Commencement Date or Time of
Delivery, as the case may be, in form and substance satisfactory to such
Agent or Agents, to the effect that:
(i) The Company is an existing corporation in good standing under
the laws of the State of Delaware, with corporate power and authority
to own its properties and conduct its business as described in the
Prospectus; and the Company is duly qualified to do business as a
foreign corporation in good standing in all other jurisdictions within
the United States of America in which its ownership or leasing of
property or the conduct of its business requires such qualification
and where the failure to be so qualified or in good standing would
have a material adverse effect upon its operations or financial
condition;
(ii) The Indenture has been duly authorized, executed and
delivered by the Company, has been duly qualified under the Trust
Indenture Act and constitutes a valid and legally binding obligation
of the Company enforceable against the Company in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights, to
public policy considerations and to general equity principles; the
Indenture complies as to form in all material respects with the
requirements of the Trust Indenture Act; the Securities have been duly
authorized by the Company and, when the terms thereof have been
established and when the Securities have been executed, authenticated,
issued and delivered in the manner provided in the Indenture and sold
through an Agent as agent or to any Agent as principal pursuant to a
Terms Agreement, will constitute, valid and legally binding
obligations of the Company enforceable against the Company in
accordance with their terms, subject, as to enforcement, to bank-
<PAGE>
-20-
ruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting
creditors' rights, to public policy considerations and to general
equity principles;
(iii) To the best of their knowledge without independent inquiry,
no consent, approval, authorization or order of, or filing with, any
governmental agency or body or any court is required for the
consummation of the transactions contemplated by this Agreement and
any applicable Terms Agreement in connection with the issuance or sale
of the Securities by the Company, except such as are required and have
been obtained and made under the Securities Act and the Trust
Indenture Act and such as may be required under state securities laws
(it being understood that such opinion may be limited to such
consents, approvals, authorizations, orders and filings which, in such
counsel's experience, are customarily applicable to transactions of
the type contemplated by this Agreement, any applicable Terms
Agreement and the Indenture);
(iv) The execution, delivery and performance of the Indenture,
this Agreement and any applicable Terms Agreement and the issuance and
sale of the Securities and compliance with the terms and provisions of
the Indenture, this Agreement and the terms of the Securities
described in the Prospectus will not result in a breach or violation
of any of the terms and provisions of, or constitute a default under,
any material statute, rule, regulation or order of any governmental
agency or body or any court having jurisdiction over the Company, any
Subsidiary incorporated in the United States of America or any of
their respective properties known to such counsel, or the charter or
by-laws of the Company, or any such Subsidiary; and the Company has
full power and authority to authorize, issue and sell the Securities
as contemplated by this Agreement and any applicable Terms Agreement;
(v) The Registration Statement has become effective under the
Securities Act and, to the best of the knowledge of such counsel, no
stop order suspending the effectiveness of the Registration Statement
or any part thereof has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the
Act, and the registration statement relating to the Securities, as of
its effective date and the Prospectus, as of the date of the
applicable Terms Agreement, and any amendment or supplement thereto,
as of its date, complied as to form in all material respects with the
requirements of the Act, the Trust Indenture Act and the Rules and
Regulations; such counsel have no reason to believe that such
registration statement, as of its effective date, or any amendment
thereto, as of its date, contained
<PAGE>
-21-
any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus, as of the
date of the applicable Terms Agreement or as of such Commencement
Date, or any amendment or supplement thereto, as of its date,
contained any untrue statement of a material fact or omitted to state
any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; it being understood that such counsel need express no
opinion as to the financial statements or other financial and
statistical data contained in the Registration Statement or the
Prospectus;
(vi) This Agreement has been duly authorized, executed and
delivered by the Company; and
(vii) Each document filed pursuant to the Exchange Act (other
than the financial statements, schedules and other financial and
statistical data included therein, as to which such counsel need
express no opinion) and incorporated or deemed to be incorporated by
reference in the Prospectus complied as to form in all material
respects with the applicable requirements of the Exchange Act when so
filed.
Such counsel in rendering such opinion may rely as to certain matters
of fact on certificates of officers of the Company and of public officials;
provided, however, that such certificates shall have been delivered to the
Representatives on or prior to the Commencement Date or Time of Delivery,
as the case may be.
(c) On the Commencement Date and in the case of a purchase of
Securities by an Agent as principal pursuant to a Terms Agreement or
otherwise, if called for by the applicable Terms Agreement or other
agreement, at the corresponding Time of Delivery, Richard S. Brennan,
General Counsel and Secretary of Case Corporation, shall have furnished to
the relevant Agent or Agents his written opinion, dated the Commencement
Date or Time of Delivery, as the case may be, in form and substance
satisfactory to such Agent or Agents, to the effect that:
(i) To the best of his knowledge, no consent, approval or
authorization of any third party is required for the consummation of
the transactions contemplated by this Agreement and any applicable
Terms Agreement in connection with the issuance or sale of the
Securities by the Company, except such as have been obtained and made
and are in full force and effect and such as may be required under
state securities laws;
<PAGE>
-22-
(ii) The execution, delivery and performance of the Indenture and
the applicable Terms Agreement (including the provisions of this
Agreement) and the issuance and sale of the Securities and compliance
with the terms and provisions thereof will not result in a breach or
violation of any of the terms and provisions of, or constitute a
default under (including, without limitation, any event or condition
which, with notice or lapse of time, or both, would constitute a
default under), any material agreement or instrument known to such
counsel to which the Company or any Subsidiary is a party or by which
the Company or any Subsidiary is bound or to which any of the
properties of the Company or any Subsidiary is subject;
(iii) Except as set forth in the Prospectus, there are no
material pending legal proceedings known to such counsel to which the
Company or any Subsidiary is a party or of which the property of the
Company or any Subsidiary is the subject, and to the best knowledge of
such counsel no such proceeding is contemplated; and
(iv) Such counsel has no reason to believe that the registration
statement relating to the Securities, as of its effective date, or any
amendment thereto, as of its date, contained any untrue statement of a
material fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading or that the Prospectus, as of the date of the Terms
Agreement or as of the Commencement Date, or any amendment or
supplement thereto, as of its date or as of the Commencement Date,
contained or contains any untrue statement of a material fact or
omitted or omits to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which
they were made, not misleading; it being understood that such counsel
need express no opinion as to the financial statements or other
financial or statistical data contained in the Registration Statement
or the Prospectus.
Such counsel in rendering such opinion may rely as to certain matters
of fact on certificates of officers of the Company and of public officials;
provided, however, that such certificates shall have been delivered to the
Agents on or prior to the Commencement Date or Time of Delivery, as the
case may be.
(d) On the Commencement Date and in the case of a purchase of
Securities by an Agent as principal pursuant to a Terms Agreement or
otherwise, if called for by the applicable Terms Agreement or other
agreement, at the corresponding Time of Delivery, Cahill Gordon & Reindel,
counsel to the Agents, shall have furnished to the relevant Agent or Agents
such opinion or opinions, dated the Com-
<PAGE>
-23-
mencement Date or Time of Delivery, as the case may be, with respect to the
validity of the Indenture, the Securities, the Registration Statement, the
Prospectus as amended or supplemented and other related matters as such
Agent or Agents may reasonably request, and in each case such counsel shall
have received such papers and information as they may reasonably request to
enable them to pass upon such matters.
(e) On the Commencement Date and in the case of a purchase of
Securities by an Agent as principal pursuant to a Terms Agreement or
otherwise, if called for by the applicable Terms Agreement or other
agreement, at the corresponding Time of Delivery, the Company's independent
certified public accountants who have certified the financial statements of
the Company and its subsidiaries included or incorporated by reference in
the Registration Statement and Prospectus, as then amended or supplemented,
shall have furnished to the relevant Agent or Agents a letter, dated the
Commencement Date or Time of Delivery, as the case may be, in form and
substance satisfactory to such Agent or Agents, containing statements and
information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and
certain financial information relating to the Company contained in or
incorporated by reference in the Registration Statement and the Prospectus,
as then amended or supplemented.
(f) On the Commencement Date and in the case of a purchase of
Securities by an Agent as principal pursuant to a Terms Agreement or
otherwise, if called for by the applicable Terms Agreement or other
agreement, at the corresponding Time of Delivery, the relevant Agent or
Agents shall have received a certificate or certificates signed by an
executive officer of the Company, dated the Commencement Date or Time of
Delivery, as the case may be, in which such officer, to the best of his
knowledge after reasonable investigation, shall state that (1) the
representations and warranties of the Company contained herein are true and
correct in all material respects on and as of the Commencement Date or Time
of Delivery, as the case may be, as if made on and as of such date, (2) the
Company has complied in all material respects with all agreements and
satisfied in all material respects all conditions on its part to be
performed or satisfied hereunder or under the applicable Terms Agreement or
other agreement at or prior to the Commencement Date or Time of Delivery,
as the case may be, (3) no stop order suspending the effectiveness of the
Registration Statement or of any part thereof has been issued and is in
effect as of the Commencement Date or Time of Delivery, as the case may be,
and, to such officer's knowledge, no proceedings for that purpose have been
instituted or are contemplated by the Commission and (4) subsequent to the
date of the most recent financial statements in the Prospectus, there has
not occurred any material ad-
<PAGE>
-24-
verse change in the financial condition or results of operations of the
Company and its subsidiaries taken as a whole except as set forth in or
contemplated by the Registration Statement or the Prospectus or as
described in such certificate and reasonably acceptable to such Agent or
Agents.
(g) On the Commencement Date and at each Time of Delivery, the Company
shall have furnished to the relevant Agent or Agents such further relevant
certificates, information and documents as such Agent or Agents may
reasonably request.
7. INDEMNIFICATION AND CONTRIBUTION.
(a) The Company agrees to indemnify and hold harmless each Agent and
each person, if any, who controls such Agent within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities (including without
limitation the legal fees and other expenses incurred in connection with any
suit, action or proceeding or any claim asserted) caused by any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof or the Prospectus (as amended or supplemented
if the Company shall have furnished any amendments or supplements thereto) or
any preliminary prospectus or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
information furnished to the Company in writing by such Agent expressly for use
therein; provided, however, that the foregoing indemnity with respect to any
untrue statement in or omission from any preliminary prospectus or preliminary
prospectus supplement shall not inure to the benefit of any Agent (or to the
benefit of any person controlling such Agent) from whom the person asserting any
such losses, claims, damages or liabilities purchased the Securities if (i) the
Company has complied with Section 4(a), (c) and (d) of this Agreement, and (ii)
a copy of the Prospectus had not been sent or given to such person at or prior
to the written confirmation of the sale of such Securities to such person if
required by the Securities Act and the Prospectus would have cured the defect
giving rise to such loss, claim, damage or liability. For purposes of the
proviso to the immediately preceding sentence, the term "Prospectus" shall not
be deemed to include the documents incorporated therein by reference, and no
Agent shall be obligated to send or give any supplement or amendment to any
document incorporated by reference in any preliminary prospectus or the
Prospectus to any person.
(b) Each Agent agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers who sign the Registration
Statement and
<PAGE>
-25-
each person who controls the Company within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Agent, but only with reference to
information furnished to the Company in writing by such Agent expressly for use
in the Registration Statement, the Prospectus, any amendment or supplement
thereto, or any preliminary prospectus.
(c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such person (the "Indemnified Person") shall promptly
notify the person against whom such indemnity may be sought (the "Indemnifying
Person") in writing, and the Indemnifying Person, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may designate in such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Person has failed within
a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is
understood that the Indemnifying Person shall not, in connection with any
proceeding or related proceeding in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Persons, and that all such fees and expenses shall
be reimbursed as they are incurred. Any such separate firm for the Agents and
such control persons of the Agents shall be designated in writing by J.P. Morgan
Securities Inc. or, if J.P. Morgan Securities Inc. is not an Indemnified Person
by the Agents that are Indemnified Parties and any such separate firm for the
Company, its directors, its officers who sign the Registration Statement and
such control persons of the Company shall be designated in writing by the
Company. The Indemnifying Person shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the Indemnifying
Person agrees to indemnify any Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. If at any time an
Indemnified Person shall have requested an Indemnifying Person to reimburse the
Indemnified Person for fees and expenses of counsel as contemplated by the third
sentence of this paragraph, such Indemnifying Person agrees that it shall be
liable for any settlement of any proceeding of the nature contemplated by
Sections 7(a) or 7(b) effected without its written consent if (i) such
settlement is entered into more than 45
<PAGE>
-26-
days after receipt by such Indemnifying Person of the aforesaid request, (ii)
such Indemnifying Person shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such Indemnifying Person shall not have reimbursed such Indemnified Person
in accordance with such request prior to the date of such settlement.
Notwithstanding the immediately preceding sentence, if at any time an
Indemnified Person shall have requested an Indemnifying Person to reimburse the
Indemnified Person for fees and expenses of counsel, an Indemnifying Person
shall not be liable for any settlement of any proceeding of the nature
contemplated by Sections 7(a) or 7(b) effected without its consent if such
Indemnifying Person (i) reimburses such Indemnified Person in accordance with
such request to the extent it reasonably considers such request to be reasonable
and (ii) provides written notice to the Indemnified Person substantiating the
unpaid balance as unreasonable, in each case prior to the date of such
settlement. No Indemnifying Person shall, without the prior written consent of
the Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Person,
unless such settlement includes an unconditional release of such Indemnified
Person from all liability on claims that are the subject matter of such
proceeding.
(d) If the indemnification provided for in paragraph (a) or (b) of
this Section 7 is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to herein in
connection with any offering of Securities, then each Indemnifying Person under
such paragraph, in lieu of indemnifying such Indemnified Person thereunder,
shall contribute to the amount paid or payable by such Indemnified Person as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and each Agent on the other from the offering of the Securities or (ii)
if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company on the one hand and each Agent on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and each Agent on the
other in connection with the offering of such Securities shall be deemed to be
in the same respective proportion as the net proceeds from the offering of such
Securities (before deducting expenses) received by the Company and the total
discounts and commissions received by each Agent in respect thereof bear to the
aggregate offering price of such Securities. The relative fault of the Company
on the one hand and of each Agent on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on
<PAGE>
-27-
the one hand or by such Agent on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
The Company and each Agent agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were determined by pro
rata allocation (even if all Agents were treated as one entity for such purpose)
or by any other method of allocation that does not take account of the equitable
considerations referred to above in this subsection (d). The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to above in this Section 7 shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such Indemnified Person in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 7, in no event shall an Agent be required to contribute any amount in
excess of the amount by which the total price at which the Securities referred
to in Section 7(d) that were sold by or through such Agent exceeds the amount of
any damages that such Agent has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The obligation of each Agent
to contribute pursuant to this subsection (d) is several (in the proportion to
the principal amount of the Securities the sale of which by or through such
Agent gave rise to such losses, claims, damages or liabilities bears to the
aggregate principal amount of the Securities the sale of which by or through any
Agent gave rise to such losses, claims, damages or liabilities) and is not
joint.
(e) The indemnity and contribution agreements contained in this
Section 7 are in addition to any liability which the Indemnifying Persons may
otherwise have to the Indemnified Persons referred to above.
8. TERMINATION.
(a) This Agreement may be terminated at any time (i) by the Company
with respect to any or all of the Agents or (ii) by any Agent with respect to
itself only, in each case upon the giving of written notice of such termination
to each other party hereto. Any Terms Agreement shall be subject to termination
in the absolute discretion of the Agent or Agents that are parties thereto on
the terms set forth or incorporated by reference therein. The termination of
this Agreement shall not require termination of any agreement by an Agent to
purchase Securities as principal (whether pursuant to a Terms Agreement or
otherwise) and the termination of such an agreement shall not require
termination of this Agreement. In the event this Agreement is terminated with
respect to any Agent, (x) this Agreement shall remain in full force and effect
with respect to any Agent as to which such termination has not occurred, (y)
this Agreement shall remain in full force and effect with
<PAGE>
-28-
respect to the rights and obligations of any party which have previously accrued
or which relate to Securities which are already issued, agreed to be issued or
the subject of a pending offer at the time of such termination and (z) in any
event, the provisions of the fourth paragraph of Section 2(a), Section 2(c), the
last sentence of Section 4(d) and Sections 4(f), 4(g), 5, 7, 9, 10, 12 and 15
shall survive; provided that if at the time of termination an offer to purchase
Securities has been accepted by the Company but the time of delivery to the
purchaser or its agent of such Securities has not yet occurred, the provisions
of Sections 2(b), 2(d), 4(a) through 4(e), 4(h) through 4(k) and 6 shall also
survive. If any Terms Agreement is terminated, the provisions of the last
sentence of Section 4(d) and Sections 2(b), 2(d), 4(a), 4(b), 4(e), 4(g) through
4(k), 5, 6, 7, 9, 10, 12 and 15 (which shall have been incorporated by reference
in such Terms Agreement) shall survive.
(b) If this Agreement or any Terms Agreement shall be terminated by an
Agent or Agents because of any failure or refusal on the part of the Company to
comply with the terms or to fulfill any of the conditions of this Agreement or
any Terms Agreement or if for any reason the Company shall be unable to perform
its obligations under this Agreement or any Terms Agreement or any condition of
any Agent's obligations cannot be fulfilled, the Company agrees to reimburse
each Agent or such Agents as have so terminated this Agreement with respect to
themselves, severally, for all out-of-pocket expenses (including the reasonable
fees and expenses of their counsel) reasonably incurred by such Agent or Agents
in connection with this Agreement or the offering of Securities.
9. POSITION OF THE AGENTS. Each Agent, in soliciting offers to
purchase Securities from the Company and in performing the other obligations of
such Agent hereunder (other than in respect of any purchase by an Agent as
principal, pursuant to a Terms Agreement or otherwise), is acting solely as
agent for the Company and not as principal and does not assume any obligation
towards or relationship of agency or trust with any purchaser of Securities.
Each Agent will make reasonable efforts to assist the Company in obtaining
performance by each purchaser whose offer to purchase Securities from the
Company was solicited by such Agent and has been accepted by the Company, but
such Agent shall not have any liability to the Company in the event such
purchase is not consummated for any reason. If the Company shall default on its
obligation to deliver Securities to a purchaser whose offer it has accepted, the
Company shall (i) hold the relevant Agent harmless against any loss, claim,
damage or liability arising from or as a result of such default by the Company
and (ii) notwithstanding such default, pay to the Agent that solicited such
offer any commission to which it would be entitled in connection with such sale.
10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
indemnities and contribution agreements, representations, warranties and other
statements of the Company, its officers and the Agents set forth in or made
pursuant to this Agreement or any agreement by an Agent to purchase Securities
as principal shall remain in full force and
<PAGE>
-29-
effect regardless of any termination of this Agreement or any such agreement,
any investigation made by or on behalf of any Agent or any controlling person of
any Agent, or the Company, or any officer or director or any controlling person
of the Company, and shall survive each delivery of and payment for any of the
Securities.
11. NOTICES. Except as otherwise specifically provided herein or in
the Administrative Procedures, all statements, requests, notices and advices
hereunder shall be in writing, and effective only on receipt and will be
delivered by hand, by mail (postage prepaid), by telegram (charges prepaid) or
by telex. Communications to the Agents will be sent, in the case of J.P. Morgan
Securities Inc., to 60 Wall Street, New York, New York 10260 (Telecopy: (212)
648-5909) Attention: Medium-Term Note Desk, in the case of Chase Securities
Inc., to 270 Park Avenue, New York, New York 10017 (Telecopy: (212) 834-6081)
Attention: Medium-Term Note Desk, in the case of Citicorp Securities, Inc., to
399 Park Avenue, 7th Floor, New York, New York 10043 (Telecopy: (212) 291-3910)
Attention: Medium-Term Note Desk and, if sent to the Company, to it at 233 Lake
Avenue, Racine, Wisconsin 53403 (Telecopy: (414) 636-6466); Attention:
Treasurer, with a copy to Case Corporation, 700 State Street, Racine, Wisconsin
53404 (Telecopy: (414) 636-6590); Attention: Treasurer.
12. SUCCESSORS. This Agreement and any Terms Agreement shall be
binding upon, and inure solely to the benefit of, each Agent and the Company,
and their respective successors and the officers, directors and controlling
persons referred to in Section 7 and (to the extent expressly provided in
Section 6) the purchasers of Securities, and no other person shall acquire or
have any right or obligation under or by virtue of this Agreement or any Terms
Agreement.
13. AMENDMENTS. This Agreement may be amended or supplemented if,
but only if, such amendment or supplement is in writing and is signed by the
Company and each Agent; provided that the Company may from time to time, on 7
days prior written notice to the Agents but without the consent of any Agent,
amend this Agreement to add as a party hereto one or more additional firms
registered under the Exchange Act, whereupon each such firm shall become an
Agent hereunder on the same terms and conditions as the other Agents that are
parties hereto. The Agents shall sign any amendment or supplement giving effect
to the addition of any such firm as an Agent under this Agreement.
14. BUSINESS DAY. Time shall be of the essence in this Agreement and
any Terms Agreement. As used herein, the term "business day" shall mean any day
which is not a Saturday or Sunday or legal holiday or a day on which banks in
New York City are required or authorized by law or executive order to close.
<PAGE>
-30-
15. APPLICABLE LAW. This Agreement and any Terms Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, without giving effect to the conflict of laws provisions thereof.
16. COUNTERPARTS. This Agreement and any Terms Agreement may be
signed in counterparts, each of which shall be an original, and all of which
together shall constitute one and the same instrument.
17. HEADINGS. The headings of the sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed a part
of this Agreement.
<PAGE>
-31-
If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof, whereupon this letter and the acceptance
by each of you thereof shall constitute a binding agreement between the Company
and each of you in accordance with its terms.
Very truly yours,
CASE CREDIT CORPORATION
By: /s/ Robert A. Wegner
-------------------------------
Name: Robert A. Wegner
Title: Vice President and Chief
Financial Officer
Accepted in New York, New York,
as of the date first above written:
J.P. Morgan Securities Inc.
By: /s/ Thomas Hagerstrom
----------------------------
Name: Thomas Hagerstrom
Title: Managing Director
Chase Securities Inc.
By: /s/ Leah S. Schraudenbach
----------------------------
Name: Leah S. Schraudenbach
Title: Vice President
Citicorp Securities, Inc.
By: /s/ Donald J. Donahue
----------------------------
Name: Donald J. Donahue
Title: Vice President
<PAGE>
Exhibit A
CASE CREDIT CORPORATION
MEDIUM TERM NOTES, SERIES A
TERMS AGREEMENT
___________, 199__
CASE CREDIT CORPORATION
233 Lake Avenue
Racine, Wisconsin 53403
Attention: Treasurer
Re: Distribution Agreement dated as of
December 8, 1997 (the "Distribution Agreement")
-----------------------------------------------
The undersigned agrees to purchase your Medium-Term Notes, Series A having the
following terms:
Principal Amount:____________________________________________________
Original Issue Date:_________________________________________________
Settlement Date, Time and Place:_____________________________________
Maturity Date:_______________________________________________________
Purchase Price: __% of Principal Amount, plus accrued interest, if any,
from Settlement Date
Price to Public: __% of Principal Amount, plus accrued interest, if any,
from Settlement Date
Redemption Date (Dates): ________, commencing __________
Initial Redemption Price:
Annual Redemption Price decrease:
Repayment Date (Dates):
<PAGE>
Repayment Price:
Initial accrual period OID:
Original Yield to Maturity:
Regular Record Dates:
(For Fixed Rate Notes)
Interest Rate:________________________________________________________
Applicability of modified payment upon acceleration:
If yes, state issue price:
Amortization schedule:
(For Floating Rate Notes)
Initial Interest Rate:________________________________________________
Interest Rate Basis (Commercial Paper, Prime, LIBOR, Treasury, CD, Federal
Funds, CMT, Other):______________________________________________
Index Maturity (30, 60, 90 days, 6 months, 1 year, other):____________
Interest Reset Period (daily, weekly, monthly, quarterly, semiannually,
annually):
Interest Payment Period (monthly, quarterly, semiannually, annually):
Spread: _______ basis points (+/-)
Spread Multiplier:______%
Maximum Interest Rate:______%
Minimum Interest Rate:______%
Initial Interest Reset Date: _________________________________________
2
<PAGE>
Interest Reset Dates:_________________________________________________
Interest Determination Dates:_________________________________________
Interest Payment Dates:_______________________________________________
Calculation Agent:
Calculation Date:
Other terms of Securities:
Provisions relating to underwriter default, if any:
The provisions of Sections 1, 2(b) and 2(d) and 4 through 7, 10, 11,
12 and 15 of the Distribution Agreement and the related definitions are
incorporated by reference herein and shall be deemed to have the same force and
effect as if set forth in full herein.
This Agreement is subject to termination in our absolute discretion on
the terms incorporated by reference herein. If this Agreement is so terminated,
the provisions set forth in the last sentence of Section 8 of the Distribution
Agreement shall survive for the purposes of this Agreement.
The certificate referred to in Section 4(k) of the Distribution
Agreement, the opinion referred to in Section 4(i) of the Distribution Agreement
and the accountants' letter referred to in Section 4(j) of the Distribution
Agreement will be required.
[Agent]
By:
---------------------------------------
(Title)
Accepted:
CASE CREDIT CORPORATION
By:
-------------------------
(Title)
3
<PAGE>
Exhibit B
CASE CREDIT CORPORATION
MEDIUM-TERM NOTES, SERIES A
ADMINISTRATIVE PROCEDURES
______________________
The Medium-Term Notes, Series A (the "Notes"), are to be offered on a
continuous basis by Case Credit Corporation (the "Company"). Each of J.P. Morgan
Securities Inc., Chase Securities Inc. and Citicorp Securities, Inc. (each, an
"Agent") has agreed to solicit offers to purchase the Notes in registered form.
The Notes are being sold pursuant to a Distribution Agreement dated as of
December 8, 1997 (the "Agreement") between the Company and the Agents. In the
Agreement, each Agent has agreed to use reasonable efforts to solicit purchases
of the Notes. Each Agent, as principal, may purchase Notes for its own account
and, if such Agent so elects, the Company and such Agent will enter into a Terms
Agreement, as contemplated by the Agreement. The Company may also solicit offers
to purchase and may sell Notes directly on its own behalf to investors (other
than broker-dealers).
The Notes will be issued under an Indenture dated as of October 1,
1997 (as supplemented or amended from time to time, the "Indenture") between the
Company and The Bank of New York, as trustee (the "Trustee"). The Trustee will
be the Registrar, Calculation Agent, Authenticating Agent and Paying Agent for
the Notes, and will perform the duties specified herein. Notes will bear
interest at a fixed rate (the "Fixed Rate Notes"), which may be zero in the case
of certain original issue discount notes (the "OID Notes"), or at floating rates
(the "Floating Rate Notes"). Fixed Rate Notes may pay a level amount in respect
of both interest and principal amortized over the life of the Notes ("Amortizing
Notes"). Each Note will be represented by either a Global Security (as defined
below) delivered to the Trustee, as agent for The Depository Trust Company
("DTC"), and recorded in the book-entry system maintained by DTC (a "Book-Entry
Note") or a certificate delivered to the holder thereof or a person designated
by such holder (a "Certificated Note"). Except in limited circumstances, an
owner of a Book-Entry Note will not be entitled to receive a Certificated Note.
Book-Entry Notes, which may be payable solely in U.S. dollars, will be
issued in accordance with the administrative procedures set forth in Part I
hereof as they may subsequently be amended as the result of changes in DTC's
operating procedures, and Certificated Notes will be issued in accordance with
the administrative procedures set forth in
<PAGE>
Part II hereof. Unless otherwise defined herein, terms defined in the Indenture
or the Notes shall be used herein as therein defined.
PART I: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, the Trustee will perform
the custodial, document control and administrative functions described below, in
accordance with its respective obligations under a Letter of Representation from
the Company and the Trustee to DTC, dated as of the date hereof (the "Letter of
Representation"), and a Medium-Term Note Certificate Agreement between the
Trustee and DTC, dated as of August 19, 1987, and its obligations as a
participant in DTC, including DTC's Same-Day Funds Settlement System ("SDFS").
Issuance: On any date of settlement (as defined under
"Settlement" below) for one or more Book-Entry Notes,
the Company will issue a single global security in
fully registered form without coupons (a "Global
Security") representing up to U.S. $200,000,000
principal amount of all such Notes that have the same
Maturity Date, redemption or repayment provisions,
Interest Payment Dates, Original Issue Date, original
issue discount provisions (if any), and, in the case of
Fixed Rate Notes, Interest Rate, modified payment upon
acceleration (if any), amortization schedule (if any)
or, in the case of Floating Rate Notes, Initial
Interest Rate, Interest Payment Dates, Interest Payment
Period, Calculation Agent, Base Rate, Index Maturity,
Interest Reset Period, Interest Reset Dates, Spread or
Spread Multiplier (if any), Minimum Interest Rate (if
any) and Maximum Interest Rate (if any) and, in each
case, any other relevant terms (collectively, "Terms").
Each Global Security will be dated and issued as of the
date of its authentication by the Trustee. Each Global
Security will bear an "Interest Accrual Date," which
will be (i) with respect to an original Global Security
(or any portion thereof), its original issuance date
and (ii) with respect to any Global Security (or any
portion thereof) issued subsequently upon exchange of a
Global Security, or in lieu of a destroyed, lost or
stolen Global Security, the most recent Interest
Payment Date to
2
<PAGE>
which interest has been paid or duly provided for on
the predecessor Global Security or Securities (or if no
such payment or provision has been made, the original
issuance date of the predecessor Global Security),
regardless of the date of authentication of such
subsequently issued Global Security. Book-Entry Notes
may only be denominated and payable in U.S. dollars. No
Global Security will represent (i) both Fixed Rate and
Floating Rate Book-Entry Notes or (ii) any Certificated
Note.
Identification Numbers: The Company has arranged with the CUSIP Service Bureau
of Standard & Poor's Corporation (the "CUSIP Service
Bureau") for Securities representing the Book-Entry
Notes. The Company has obtained from the CUSIP Service
Bureau a written list of such series of reserved CUSIP
numbers and has delivered to the Trustee and DTC the
written list of 900 CUSIP numbers of such series. The
Trustee will assign CUSIP numbers to Global Securities
as described below under Settlement Procedure "B." DTC
will notify the CUSIP Service Bureau periodically of
the CUSIP numbers that the Trustee has assigned to
Global Securities. At any time when fewer than 100 of
the reserved CUSIP numbers remain unassigned to Global
Securities, the Trustee shall so advise the Company
and, if it deems necessary, the Company will reserve
additional CUSIP numbers for assignment to Global
Securities representing Book-Entry Notes. Upon
obtaining such additional CUSIP numbers, the Company
shall deliver a list of such additional CUSIP numbers
to the Trustee and DTC.
Registration: Each Global Security will be registered in the name of
Cede & Co., as nominee for DTC, on the security
register maintained under the Indenture. The beneficial
owner of a Book-Entry Note (or one or more indirect
participants in DTC designated by such owner) will
designate one or more participants in DTC with respect
to such Note (the "Participants") to act as agent
3
<PAGE>
or agents for such owner in connection with the book-
entry system maintained by DTC and DTC will record in
book-entry form, in accordance with instructions
provided by such Participants, a credit balance with
respect to such beneficial owner in such Note in the
account of such Participants. The ownership interest of
such beneficial owner in such Note will be recorded
through the records of such Participants or through the
separate records of such Participants and one or more
indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note will be accompanied by
book entries made by DTC and, in turn, by Participants
(and in certain cases, one or more indirect
participants in DTC) acting on behalf of beneficial
transferors and transferees of such Note.
Exchanges: The Trustee may deliver to DTC and the CUSIP Service
Bureau at any time a written notice of consolidation
specifying (i) the CUSIP numbers of two or more
Outstanding Global Securities that represent Book-Entry
Notes having the same Terms and for which interest has
been paid to the same date, (ii) a date, occurring at
least thirty days after such written notice is
delivered and at least thirty days before the next
Interest Payment Date for such Book-Entry Notes, on
which such Global Securities shall be exchanged for a
single replacement Global Security and (iii) a new
CUSIP number to be assigned to such replacement Global
Security. Upon receipt of such a notice, DTC will send
to its Participants (including the Trustee) a written
reorganization notice to the effect that such exchange
will occur on such date. Prior to the specified
exchange date, the Trustee will deliver to the CUSIP
Service Bureau a written notice setting forth such
exchange date and the new CUSIP number and stating
that, as of such exchange date, the CUSIP numbers of
the Global Securities to be exchanged will no longer be
valid. On the specified exchange date, the Trustee will
exchange such Global Securities for a single Global
Security
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bearing the new CUSIP number and a new Interest Accrual
Date, and the CUSIP numbers of the exchanged Global
Securities will, in accordance with CUSIP Service
Bureau procedures, be cancelled and not immediately
reassigned. Notwithstanding the foregoing, if the
Global Securities to be exchanged exceed $200,000,000
in aggregate principal amount, one Global Security will
be authenticated and issued to represent each
$200,000,000 principal amount of the exchanged Global
Security and an additional Global Security will be
authenticated and issued to represent any remaining
principal amount of such Global Securities (see
"Denominations" below).
Maturities: Each Book-Entry Note will mature on a date from nine
months to 30 years from its date of issue.
Notice of Redemption The Trustee will give notice to DTC prior to each
and Repayment Dates: Redemption Date or Repayment Date (as specified in the
Note), if any, at the time and in the manner
set forth in the Letter of Representation.
Denominations: Book-Entry Notes will be issued in principal amounts of
$1,000 and integral multiples thereof. Global
Securities will be denominated in principal amounts not
in excess of $200,000,000. If one or more Book-Entry
Notes having an aggregate principal amount in excess of
$200,000,000 would, but for the preceding sentence, be
represented by a single Global Security, then one
Global Security will be issued to represent each
$200,000,000 principal amount of such Book-Entry Note
or Notes and an additional Global Security will be
issued to represent any remaining principal amount of
such Book-Entry Note or Notes. In such a case, each of
the Global Securities representing such Book-Entry Note
or Notes shall be assigned the same CUSIP number.
Interest: GENERAL. Interest on each Book-Entry Note will accrue
from the Interest Accrual Date of the Global Security
representing such Note. Unless otherwise specified
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<PAGE>
therein, each payment of interest on a Book-Entry Note
will include interest accrued to but excluding the
Interest Payment Date; provided that in the case of
Floating Rate Notes with respect to which the Interest
Reset Period is daily or weekly, interest payable on
any Interest Payment Date (other than interest payable
on any date on which principal thereof is payable, and,
if the Note is a Book-Entry Gap Note (as defined
below), other than interest payable on the first
Interest Payment Date after the Original Issue Date
thereof) will include interest accrued through and
including the Record Date immediately preceding the
Interest Payment Date, except that at maturity or
earlier redemption or repayment, the interest payable
will include interest accrued to, but excluding, the
Maturity Date or the date of redemption or repayment,
as the case may be. Interest payable at the maturity or
upon redemption or repayment of a Book-Entry Note will
be payable to the person to whom the principal of such
Note is payable. Standard & Poor's Corporation will use
the information received in the pending deposit message
described under Settlement Procedure "C" below in order
to include the amount of any interest payable and
certain other information regarding the related Global
Security in the appropriate weekly bond report
published by Standard & Poor's Corporation.
RECORD DATES. The Record Date with respect to any
Interest Payment Date shall be the date fifteen
calendar days immediately preceding such Interest
Payment Date.
FIXED RATE BOOK-ENTRY NOTES. Unless otherwise specified
pursuant to Settlement Procedure "A" below, interest
payments on Fixed Rate Book-Entry Notes, other than
Amortizing Notes, will be made semiannually on April
1 and October 1 of each year, and at maturity or upon
any earlier redemption or repayment and principal and
interest payments on Book-Entry Amortizing Notes will
be made semiannually on April
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1 and October 1 of each year or quarterly on January 1,
April 1, July 1 and October 1 of each year, and at
maturity (or any redemption or repayment date)
provided, however, that in the case of a Fixed Rate
Book-Entry Note issued between a Record Date and an
Interest Payment Date or on an Interest Payment Date,
the first interest payment will be made on the Interest
Payment Date following the next succeeding Record Date.
If any Interest Payment Date for a Fixed Rate Book-
Entry Note is not a Business Day, the payment due on
such day shall be made on the next succeeding Business
Day and no interest shall accrue on such payment for
the period from and after such Interest Payment Date.
FLOATING RATE BOOK-ENTRY NOTES. Interest payments will
be made on Floating Rate Book-Entry Notes monthly,
quarterly, semiannually or annually. Unless otherwise
specified pursuant to Settlement Procedure "A" below,
interest will be payable, in the case of Floating Rate
Book-Entry Notes with a daily, weekly or quarterly
Interest Reset Date, on the third Wednesday of March,
June, September and December, as specified pursuant to
Settlement Procedure "A" below; in the case of Floating
Rate Book-Entry Notes with a monthly Interest Reset
Date, on the third Wednesday of each month or on the
third Wednesday of March, June, September and December,
as specified pursuant to Settlement Procedure "A"
below; in the case of Floating Rate Book-Entry Notes
with a semiannual Interest Reset Date, on the third
Wednesday of the two months specified pursuant to
Settlement Procedure "A" below; and in the case of
Floating Rate Book-Entry Notes with an annual Interest
Reset Date, on the third Wednesday of the month
specified pursuant to Settlement Procedure "A" below;
provided however, that if an Interest Payment Date for
Floating Rate Book-Entry Notes would otherwise be a day
that is not a Market Day with respect to such Floating
Rate Book-Entry Notes, such Interest Payment Date will
be the next
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<PAGE>
succeeding Market Day with respect to such Floating
Rate Book-Entry Notes, except in the case of a LIBOR
Note if such Market Day is in the next succeeding
calendar month, such Interest Payment Date will be the
immediately preceding Market Day; and provided,
further, that in the case of a Floating Rate Book-Entry
Note issued between a Record Date and the related
Interest Payment Date (a "Book-Entry Gap Note"), the
first interest payment will be made on the Interest
Payment Date following the next succeeding Record Date,
and in such case, notwithstanding the fact that an
Interest Reset Date may occur prior to such Interest
Payment Date, the Initial Interest Rate shall remain in
effect until the first Interest Reset Date occurring on
or subsequent to such Interest Payment Date.
NOTICE OF INTEREST PAYMENT AND RECORD DATES. Prior to
the first Business Day of March, June, September and
December of each year, the Trustee will deliver to the
Company and DTC a written list of Record Dates and
Interest Payment Dates that will occur with respect to
Book-Entry Notes during the six-month period beginning
on such first Business Day. Promptly after each date
upon which interest is determined for Floating Rate
Notes issued in book-entry form, the Calculation Agent
will notify the Company, the Trustee and Standard &
Poor's Corporation of the interest rates determined on
such dates.
Calculation of Interest: FIXED RATE BOOK-ENTRY NOTES. Interest on Fixed Rate
Book-Entry Notes (including interest for partial
periods) will be calculated on the basis of a 360-day
year of twelve thirty-day months.
FLOATING RATE BOOK-ENTRY NOTES. Interest rates on
Floating Rate Book-Entry Notes will be determined as
set forth in the form of such Notes. Interest on
Floating Rate Book-Entry Notes will be calculated on
the basis of actual days elapsed and a year of 360
days, except that, in the case of Treasury Rate Notes
and
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<PAGE>
CMT Rate Notes, interest will be calculated
on the basis of the actual number of days in
the year.
Payments of Principal and Interest: PAYMENTS OF INTEREST ONLY. Promptly before
each Record Date, the Trustee will deliver
to the Company and DTC a written notice
specifying by CUSIP number the amount of
interest to be paid on each Global Security
other than an Amortizing Note on the
following Interest Payment Date (other than
an Interest Payment Date coinciding with
maturity or any earlier redemption or
repayment date) and the total of such
amounts. DTC will confirm the amount payable
on each such Global Security on such
Interest Payment Date by reference to the
daily bond reports published by Standard &
Poor's Corporation. In the case of
Amortizing Notes, the Trustee will provide
separate written notice to the Company and
to DTC prior to each Interest Payment Date
at the time and in the manner set forth in
the Letter of Representation. The Company
will pay to the Trustee, as paying agent,
the total amount of interest due on such
Interest Payment Date (and, in the case of
an Amortizing Note, principal and interest)
(other than at maturity), and the Trustee
will pay such amount to DTC at the times and
in the manner set forth below under "Manner
of Payment."
PAYMENTS AT MATURITY OR UPON REDEMPTION OR
REPAYMENT. Prior to the first Business Day
of each month, the Trustee will deliver to
the Company and DTC a written list of
principal and interest to be paid on each
Global Security other than an Amortizing
Note maturing either at maturity or on a
redemption or repayment date in the
following month. The Company and DTC will
confirm the amounts of such principal and
interest payments with respect to each such
Global Security on or about the fifth
Business Day preceding the Maturity Date or
redemption or repayment date of such Global
Security. In the case of Amortizing Notes,
the Trustee will provide separate written
notice to the Company and to DTC prior to
the Maturity Date and
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<PAGE>
any redemption or repayment date, as the
case may be, at the times and in the manner
set forth in the Letter of Representation.
The Company will pay to the Trustee, as the
paying agent, the principal amount of such
Global Security, together with interest due
at such Maturity Date or redemption or
repayment date. The Trustee will pay such
amounts to DTC at the times and in the
manner set forth below under "Manner of
Payment."
PAYMENTS NOT ON BUSINESS DAYS. If any
Interest Payment Date or the Maturity Date
or redemption or repayment date of a Global
Security representing Fixed Rate Book-Entry
Notes is not a Business Day, the payment due
on such day shall be made on the next
succeeding Business Day and no interest
shall accrue on such payment for the period
from and after such Interest Payment Date,
Maturity Date or redemption or repayment
date, as the case may be. If any Interest
Payment Date or the Maturity Date or
redemption or repayment date of a Global
Security representing a Floating Rate Book-
Entry Note would otherwise fall on a day
that is not a Market Day, the payment due on
such day shall be made on the next
succeeding day that is a Market Day with
respect to such Notes with the same effect
as if such Market Day were the Interest
Payment Date, Maturity Date or date of
redemption or repayment, as the case may be,
except that, in the case of Book-Entry LIBOR
Notes, if such Market Day is in the next
succeeding calendar month, such Interest
Payment Date, Maturity Date or redemption or
repayment date shall be the immediately
preceding day that is a Market Day with
respect to such Book-Entry LIBOR Notes.
Promptly after payment to DTC of the
principal and interest due on the Maturity
Date or redemption or repayment date of such
Global Security, the Trustee will cancel
such Global Security in accordance with the
terms of the Indenture and deliver it to the
Company with a certificate of cancellation.
On the first Business Day of each month, the
Trustee will de-
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<PAGE>
liver to the Company a written statement indicating the
total principal amount of outstanding Book-Entry Notes
as of the immediately preceding Business Day.
MANNER OF PAYMENT. The total amount of any principal
and interest due on Global Securities on any Interest
Payment Date or at maturity or upon redemption or
repayment shall be paid by the Company to the Trustee
in funds available for immediate use by the Trustee as
of 9:30 a.m. (New York City time) on such date. The
Company will make such payment on such Global
Securities by wire transfer to the Trustee or by
instructing the Trustee to withdraw funds from an
account maintained by the Company at the Trustee. The
Company will confirm such instructions in writing to
the Trustee. Prior to 10 a.m. (New York City time) on
each Maturity Date or redemption or repayment date or,
if either such date is not a Business Day, as soon as
possible thereafter, following receipt of such funds
from the Company the Trustee will pay by separate wire
transfer (using Fedwire message entry instructions in a
form previously specified by DTC) to an account at the
Federal Reserve Bank of New York previously specified
by DTC, in funds available for immediate use by DTC,
each payment of principal (together with interest
thereon) due on Global Securities on any Maturity Date
or redemption or repayment date. On each Interest
Payment Date or, if any such date is not a Business
Day, as soon as possible thereafter, interest payments
and, in the case of Amortizing Notes, interest and
principal payments shall be made to DTC in same day
funds in accordance with existing arrangements between
the Trustee and DTC. Thereafter on each such date, DTC
will pay, in accordance with its SDFS operating
procedures then in effect, such amounts in funds
available for immediate use to the respective
Participants in whose names the Book-Entry Notes
represented by such Global Securities are recorded in
the book-entry system maintained by DTC. Neither the
Company nor the Trustee shall have any
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<PAGE>
responsibility or liability for the payment by DTC to
such Participants of the principal of and interest on
the Book-Entry Notes.
WITHHOLDING TAXES. The amount of any taxes required
under applicable law to be withheld from any interest
payment on a Book-Entry Note will be determined and
withheld by the Participant, indirect participant in
DTC or other person responsible or forwarding payments
directly to the beneficial owner of such Note.
Preparation of Pricing
Supplement: If any order to purchase a Certificated Note is
accepted by or on behalf of the Company, the Company
will prepare a pricing supplement reflecting the terms
of such Note and will arrange to file such Pricing
Supplement with the Commission in accordance with the
applicable paragraph of Rule 424(b) under the Act and
will deliver the number of copies of such Pricing
Supplement to the relevant Agent as such Agent shall
reasonably request by the close of business on the
following Business Day. The relevant Agent will cause
such Pricing Supplement to be delivered to the
purchaser of the Note.
In each instance that a Pricing Supplement is prepared,
the Agent receiving such Pricing Supplement will affix
the Pricing Supplement to Prospectuses prior to their
use. Outdated Pricing Supplements, and the Prospectuses
to which they are attached (other than those retained
for files), will be destroyed.
Settlement: The receipt by the Company of immediately available
funds in payment for a Book-Entry Note and the
authentication and issuance of the Global Security
representing such Note shall constitute "settlement"
with respect to such Note. All orders accepted by the
Company will be settled on the third Business Day
following such acceptance pursuant to the timetable for
settlement set forth below unless the Company and the
purchaser agree to settlement on another day, which
shall be no earlier than the next Business Day.
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<PAGE>
Settlement Procedures: Settlement Procedures with regard to each Book-Entry
Note sold by the Company to or through an Agent shall
be as follows (unless otherwise specified pursuant to a
Terms Agreement, as defined in the Agreement):
A. The relevant Agent will advise the Company by
facsimile transmission or other acceptable means
that such Note is a Book-Entry Note and of the
following settlement information:
1. Principal amount.
2. Maturity Date.
3. In the case of a Fixed Rate Book-Entry Note,
the Interest Rate, and whether such Note is an
Amortizing Note and, if so, the Amortization
Schedule, or, in the case of a Floating Rate
Book-Entry Note, the Initial Interest Rate (if
known at such time), Interest Payment Date(s),
including the Initial Interest Payment Date,
Interest Payment Period, Calculation Agent,
Base Rate, Index Maturity, Interest Reset
Period, Initial Interest Reset Date, Interest
Reset Dates, Spread or Spread Multiplier (if
any), Minimum Interest Rate (if any) and
Maximum Interest Rate (if any).
4. Redemption or repayment provisions, if any.
5. Settlement date and time.
6. Price.
7. Agent's commission, if any, determined as
provided in the Agreement.
8. Net proceeds to the Company.
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<PAGE>
9. Whether the Note is an OID Note, and if it is
an OID Note, the total amount of OID, the yield
to maturity, the initial accrual period OID and
the applicability of Modified Payment upon
Acceleration (and, if so, the Issue Price).
10. Any other applicable Terms.
B. The Company will advise the Trustee by facsimile
transmission or other acceptable means of the
information set forth in Settlement Procedure "A"
above. The Trustee will then assign a CUSIP number
to the Global Security representing such Note and
will notify the Trustee and the Agent of such CUSIP
number by telephone or electronic transmission
(confirmed in writing) as soon as practicable.
C. The Trustee will enter a pending deposit message
through DTC's Participant Terminal System, providing
the following settlement information to DTC, the
relevant Agent and Standard & Poor's Corporation:
1. The information set forth in Settlement
Procedure "A."
2. The Initial Interest Payment Date for such
Note, the number of days by which such date
succeeds the related DTC Record Date (which in
the case of Floating Rate Notes which reset
daily or weekly, shall be the date five
calendar days immediately preceding the
applicable Interest Payment Date and, in the
case of all other Notes, shall be the Record
Date as defined in the Note) and, if known, the
amount of interest payable on such Initial
Interest Payment Date.
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<PAGE>
3. The CUSIP number of the Global Security
representing such Note.
4. Whether such Global Security will represent any
other Book-Entry Note (to the extent known at
such time) and whether such Note is an
Amortizing Note (by an appropriate notation in
the comments field of DTC's Participant
Terminal System).
5. The DTC participant number of the institution
through which the Company will hold the Book-
Entry Note.
D. The Trustee will complete and authenticate the
Global Security representing such Note in accordance
with the terms of the written order of the Company
then in effect.
E. DTC will credit such Note to the Trustee's
participant account at DTC.
F. The Trustee will enter an SDFS deliver order through
DTC's Participant Terminal System instructing DTC to
(1) debit such Note to the Trustee's participant
account and credit such Note to the relevant Agent's
participant account and (ii) debit such Agent's
settlement account and credit the Trustee's
settlement account for an amount equal to the price
of such Note less such Agent's commission, if any.
The entry of such a deliver order shall constitute a
representation and warranty by the Trustee to DTC
that (a) the Global Security representing such Book-
Entry Note has been issued and authenticated and (b)
the Trustee is holding such Global Security pursuant
to the Medium-Term Note Certificate Agreement
between the Trustee and DTC.
G. Unless the relevant Agent purchased such Note as
principal, such Agent will enter an SDFS deliver
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<PAGE>
order through DTC's Participant Terminal System
instructing DTC (i) to debit such Note to such
Agent's participant account and credit such Note to
the participant accounts of the Participants with
respect to such Note and (ii) to debit the
settlement account of such Participants and credit
the settlement account of such Agent for an amount
equal to the price of such Note.
H. Transfers of funds in accordance with SDFS deliver
orders described in Settlement Procedures "F" and
"G" will be settled in accordance with SDFS
operating procedures in effect on the settlement
date.
I. The Trustee, upon confirming receipt of such funds,
will credit to the U.S. dollar account of the
Company maintained at a bank in New York City,
notified to the Trustee from time to time, in funds
available for immediate use in the amount
transferred to the Trustee, in accordance with
Settlement Procedure "F."
J. Unless the relevant Agent purchased such Note as
principal, such Agent will confirm the purchase of
such Note to the purchaser either by transmitting to
the Participants with respect to such Note a
confirmation order or orders through DTC's
institutional delivery system or by mailing a
written confirmation to such purchaser.
K. Monthly, the Trustee will send to the Company a
statement setting forth the principal amount of
Notes Outstanding as of that date under the
Indenture and setting forth a brief description of
any sales of which the Company has advised the
Trustee but which have not yet been settled.
Settlement: For sales by the Company of Book-Entry Notes to or
through an Agent unless otherwise specified pursuant to
a Terms Agreement for settlement on the first Busi-
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<PAGE>
ness Day after the sale date, Settlement Procedures "A"
through "J" set forth above shall be completed as soon
as possible but not later than the respective times
(New York City time) set forth below:
Settlement
Procedure Time
--------- ----
A 11:00 a.m. on the sale date
B 12:00 noon on the sale date
C 2:00 p.m. on the sale date
D 9:00 a.m. on settlement date
E 10:00 a.m. on settlement date
F-G 2:00 p.m. on settlement date
H 4:45 p.m. on settlement date
I-J 5:00 p.m. on settlement date
If a sale is to be settled more than one Business Day
after the sale date, Settlement Procedures "A," "B" and
"C" shall be completed as soon as practicable but no
later than 11:00 a.m. 12 noon and 2:00 p.m.,
respectively, on the first Business Day after the sale
date. If the Initial Interest Rate for a Floating Rate
Book-Entry Note has not been determined at the time
that Settlement Procedure "A" is completed, Settlement
Procedures "B" and "C" shall be completed as soon as
such rate has been determined but no later than 12 noon
and 2:00 p.m., respectively, on the second Business Day
before the settlement date. Settlement Procedure "H" is
subject to extension in accordance with any extension
of Fedwire closing deadlines and in the other events
specified in the SDFS operating procedures in effect on
the settlement date. If settlement of a Book-Entry Note
is rescheduled or cancelled, the Trustee, after
receiving notice from the Company or the Agent, will
deliver to DTC, through DTC's Participant Terminal
System, a cancellation message to such effect by no
later than 2:00 p.m. on the Business Day immediately
preceding the scheduled settlement date.
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<PAGE>
Failure to Settle: If the Trustee fails to enter an SDFS deliver order
with respect to a Book-Entry Note pursuant to
Settlement Procedure "F," the Trustee may deliver to
DTC, through DTC's Participant Terminal System, as soon
as practicable a withdrawal message instructing DTC to
debit such Note to the Trustee's participant account,
provided that the Trustee's participant account
contains a principal amount of the Global Security
representing such Note that is at least equal to the
principal amount to be debited. If a withdrawal message
is processed with respect to all the Book Entry Notes
represented by a Global Security, the Trustee will mark
such Global Security "cancelled," make appropriate
entries in the Trustee's records and send such
cancelled Global Security to the Company. The CUSIP
number assigned to such Global Security shall, in
accordance with CUSIP Service Bureau procedures, be
cancelled and not immediately reassigned. If a
withdrawal message is processed with respect to one or
more, but not all, of the Book-Entry Notes represented
by a Global Security, the Trustee will exchange such
Global Security for two Global Securities, one of which
shall represent such Book-Entry Note or Notes and shall
be cancelled immediately after issuance and the other
of which shall represent the remaining Book-Entry Notes
previously represented by the surrendered Global
Security and shall bear the CUSIP number of the
surrendered Global Security.
If the purchase price for any Book-Entry Note is not
timely paid to the Participants with respect to such
Note by the beneficial purchaser thereof (or a person,
including an indirect participant in DTC, acting on
behalf of such purchaser), such Participants and, in
turn, the relevant Agent may enter SDFS deliver orders
through DTC's Participant Terminal System reversing the
orders entered pursuant to Settlement Procedures "F"
and "G," respectively. Thereafter, the Trustee will
deliver the withdrawal message and take the related
actions described in the preceding paragraph.
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<PAGE>
Notwithstanding the foregoing, upon any failure to
settle with respect to a Book-Entry Note, DTC may
take any action in accordance with its SDFS
operating procedures then in effect. In the event of
a failure to settle with respect to one or more, but
not all, of the Book-Entry Notes to have been
represented by a Global Security, the Trustee will
provide, in accordance with Settlement Procedures
"D" and "F," for the authentication and issuance of
a Global Security representing the Book-Entry Notes
to be represented by such Global Security and will
make appropriate entries in its records.
Posting Rates by Company: The Company and the Agents will from time to time
post the rates of interest per annum to be borne by
and the maturity of Securities that may be sold as a
result of the solicitation of offers by an Agent.
The Company may establish a fixed set of interest
rates and maturities for an offering period
("posting"). If the Company decides to change
already posted rates, it will promptly advise the
Agents to suspend solicitation of offers until the
new posted rates have been established with the
Agent.
Trustee Not To Risk Funds: Nothing herein shall be deemed to require the
Trustee to risk or expend its own funds in
connection with any payments to the Company, the
Agents, DTC or any holders of Notes, it being
understood by all parties that payments made by the
Trustee to the Company, the Agents, DTC or any
holders of Notes shall be made only to the extent
that funds are provided to the Trustee for such
purpose.
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<PAGE>
PART 11: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES
The Trustee will serve as registrar in connection with the Certificated Notes.
Issuance: Each Certificated Note will be dated and issued as
of the date of its authentication by the Trustee.
Each Certificated Note will bear an Original Issue
Date, which will be (i) with respect to an original
Certificated Note (or any portion thereof), its
original issuance date (which will be the settlement
date) and (ii) with respect to any Certificated Note
(or any portion thereof) issued subsequently upon
exchange of a Certificated Note, or in lieu of a
destroyed, lost or stolen Certificated Note, the
original issuance date of the predecessor
Certificated Note, regardless of the date of
authentication of such subsequently issued
Certificated Note.
Registration: Certificated Notes will be issued only in fully
registered form without coupons.
Transfers and Exchanges: A Certificated Note may be presented for transfer or
exchange at the principal corporate trust office of
the Trustee. Certificated Notes will be exchangeable
for other Certificated Notes having identical terms
but different authorized denominations without
service charge. Certificated Notes will not be
exchangeable for Book-Entry Notes.
Maturities: Each Certificated Note will mature on a date from
nine months to 30 years from its date of issue.
Currency: The currency denomination with respect to any
Certificated Note and the currency of payment of
interest and principal with respect to any such
Certificated Note shall be U.S. dollars.
Denominations: Unless otherwise provided in a Prospectus
Supplement, the denomination of any Certificated
Note will be a minimum of $1,000 or any amount in
excess thereof that is an integral multiple of
$1,000.
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<PAGE>
GENERAL. Interest on each Certificated Note will
accrue from the Original Issue Date of such Note for
the first interest period and from the most recent
date to which interest has been paid for all
subsequent interest periods. Unless otherwise
specified therein, each payment of interest on a
Certificated Note will include interest accrued to
but excluding the Interest Payment Date; provided
that in the case of Floating Rate Notes with respect
to which the Interest Reset Period is daily or
weekly, interest payable on any Interest Payment
Date (other than interest payable on any date on
which principal thereof is payable, and, if the Note
is a Certificated Gap Note (as defined below), other
than interest payable on the first Interest Payment
Date after the Original Issue Date thereof) will
include interest accrued through and including the
Record Date immediately preceding the Interest
Payment Date, except that at maturity or earlier
redemption or repayment, the interest payable will
include interest accrued to, but excluding, the
Maturity Date or the date of redemption or
repayment, as the case may be.
RECORD DATES. The Record Date with respect to any
Interest Payment Date in respect of a Certificated
Note shall be the date fifteen calendar days
immediately preceding such Interest Payment Date.
FIXED RATE CERTIFICATED NOTES. Unless otherwise
specified pursuant to Settlement Procedure "A"
below, interest payments on Fixed Rate Certificated
Notes, other than Amortizing Notes, will be made
semiannually April 1 and October 1 of each year and
at maturity or upon any earlier redemption or
repayment and principal and interest payments on
Certificated Amortizing Notes will be made
semiannually on April 1 and October 1 of each year
or quarterly on January 1, April 1, July 1 and
October 1 of each year, and at maturity (or any
redemption or repayment date); provided, however
that in the case of a Fixed Rate Certificated Note
issued between a Record Date and an Inter-
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<PAGE>
est Payment Date or on an Interest Payment Date, the
first interest payment will be made on the Interest
Payment Date following the next succeeding Record
Date. If any Interest Payment Date for a Fixed Rate
Certificated Note is not a Business Day, the payment
due on such day shall be made on the next succeeding
Business Day and no interest shall accrue on such
payment for the period from and after such Interest
Payment Date.
FLOATING RATE CERTIFICATED NOTES. Interest payments
will be made on Floating Rate Certificated Notes
monthly, quarterly, semiannually or annually. Unless
otherwise specified pursuant to Settlement Procedure
"A" below, interest will be payable, in the case of
Floating Rate Certificated Notes with a daily,
weekly or quarterly Interest Reset Date, on the
third Wednesday of March, June, September and
December, as specified pursuant to Settlement
Procedure "A" below; in the case of Floating Rate
Certificated Notes with a monthly Interest Reset
Date, on the third Wednesday of each month or on the
third Wednesday of March, June, September and
December, as specified pursuant to Settlement
Procedure "A" below; in the case of Floating Rate
Certificated Notes with a semiannual Interest Reset
Date, on the third Wednesday of the two months
specified pursuant to Settlement Procedure "A"
below; and in the case of Floating Rate Certificated
Notes with an annual Interest Reset Date, on the
third Wednesday of the month specified pursuant to
Settlement Procedure "A" below; provided however,
that if an Interest Payment Date for Floating Rate
Certificated Notes would otherwise be a day that is
not a Market Day with respect to such Floating Rate
Certificated Notes, such Interest Payment Date will
be the next succeeding Market Day with respect to
such Floating Rate Certificated Notes, except in the
case of a LIBOR Note if such Market Day is in the
next succeeding calendar month, such Interest
Payment Date will be the immediately preceding
Market Day; and provided,
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<PAGE>
further, that in the case of a Floating Rate
Certificated Note issued between a Record Date and
the related Interest Payment Date (a "Certificated
Gap Note"), the first interest payment will be made
on the Interest Payment Date following the next
succeeding Record Date, and in such case,
notwithstanding the fact that an Interest Reset Date
may occur prior to such Interest Payment Date, the
Initial Interest Rate shall remain in effect until
the first Interest Reset Date occurring on or
subsequent to such Interest Payment Date.
NOTICE OF INTEREST PAYMENT AND RECORD DATES. Prior
to the first Business Day of March, June, September
and December of each year, the Trustee will deliver
to the Company a written list of Record Dates and
Interest Payment Dates that will occur with respect
to Certificated Notes during the six-month period
beginning on such first Business Day. Promptly after
each date upon which interest is determined for
Floating Rate Notes issued in certificated form, the
Calculation Agent will notify the Company and the
Trustee of the interest rates determined on such
dates.
Calculation of Interest: FIXED RATE CERTIFICATED NOTES. Interest on Fixed
Rate Certificated Notes (including interest for
partial periods) will be calculated on the basis of
a 360-day year of twelve thirty-day months.
FLOATING RATE CERTIFICATED NOTES. Interest rates on
Floating Rate Certificated Notes will be determined
as set forth in the form of such Notes. Interest on
Floating Rate Certificated Notes will be calculated
on the basis of actual days elapsed and a year of
360 days, except that, in the case of Treasury Rate
Notes and CMT Rate Notes, interest will be
calculated on the basis of the actual number of days
in the year.
Payments of Principal The Company will pay the Trustee, as Paying Agent,
and Interest: the principal amount of each Certificated Note
(other than a Certificated Amortizing Note),
together with interest due thereon, at its Maturity
Date or upon re-
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<PAGE>
demption or repayment of such note in funds
available for immediate use by the Trustee. In the
case of a Certificated Amortizing Note, the Company
will pay the Trustee, as Paying Agent, the principal
amount due on such Note on such date, together with
interest due thereon, at its Maturity Date or upon
redemption or repayment of such Note on such date,
together with interest due thereon, at its Maturity
Date or upon redemption or repayment of such Note in
funds available for immediate use by the Trustee.
The Trustee will pay such amount to the holder of
such Note at its Maturity Date or upon redemption or
repayment of such Note upon presentation and
surrender of such Note to the Trustee. Such payment,
together with payment of interest due at maturity or
upon redemption or repayment, will be made in funds
available for immediate use by the holder of such
Note. Promptly after such presentation and
surrender, the Trustee will cancel such Certificated
Note in accordance with the terms of the Indenture
and deliver it to the Company with a certificate of
cancellation. Unless otherwise specified in the
applicable Pricing Supplement, all interest payments
on a Certificated Note or, in the case of a
Certificated Amortizing Note, payments of principal
and interest (other than interest (or interest and
principal) due at maturity or upon redemption or
repayment) will be made by check drawn on the
Trustee (or another person appointed by the Trustee)
and mailed by the Trustee to the person entitled
thereto as provided in such Note and the Indenture;
provided, however, that the holder of $1,000,000 or
more of Notes having the same Interest Payment Date
will be entitled to receive payment by wire transfer
of immediately available funds and the holder of
such Notes will provide the Trustee with appropriate
and timely wire transfer instructions.
Promptly after each Record Date, the Trustee will
deliver to the Company a written notice specifying
the amount of interest to be paid on each
Certificated Note
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<PAGE>
other than an Amortizing Note on the following
Interest Payment Date (other than an Interest
Payment Date coinciding with maturity or any earlier
redemption or repayment date) and the total of such
amounts. In the case of Amortizing Notes, the
Trustee will provide separate written notice to the
Company specifying the amount of interest and
principal to be paid on each Amortizing Note on the
following Interest Payment Date (other than an
Interest Payment Date coinciding with maturity or
any earlier redemption or repayment date) and the
total of such amounts. Interest at maturity or upon
redemption or repayment will be payable to the
person to whom the payment of principal is payable.
On or about the first Business Day of each month,
the Trustee will deliver to the Company a written
list of principal and interest, to the extent
ascertainable, to be paid on each Certificated Note
including Amortizing Notes maturing or to be
redeemed or repaid in the following month, if any.
The Trustee will be responsible for withholding
taxes on interest paid on Certificated Notes as
required by applicable law.
If any Interest Payment Date or the Maturity Date or
redemption or repayment date of a Fixed Rate
Certificated Note is not a Business Day, the payment
due on such day shall be made on the next succeeding
Business Day and no interest shall accrue on such
payment for the period from and after such Interest
Payment Date, Maturity Date or redemption or
repayment date, as the case may be. If any Interest
Payment Date or the Maturity Date or redemption or
repayment date of a Floating Rate Certificated Note
would otherwise fall on a day that is not a Market
Day with respect to such Note, the payment due on
such day shall be made on the next succeeding day
that is a Market Day with respect to such Note with
the same effect as if such Market Day were the
stated Interest Payment Date, Maturity Date or date
of redemption or repayment, as the case may be,
except that, in the case of Certificated
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<PAGE>
LIBOR Notes, if such Market Day is in the next
succeeding calendar month, such Interest Payment
Date, Maturity Date or redemption or repayment date
shall be the immediately preceding day that is a
Market Day with respect to such Certificated LIBOR
Notes.
Preparation of If any order to purchase a Certificated Note is
Pricing Supplement: accepted by or on behalf of the Company, the Company
will prepare a Pricing Supplement reflecting the
terms of such Note and will arrange to file the
Pricing Supplement with the Commission in accordance
with the applicable paragraph of Rule 424(b) under
the Act and will deliver the number of copies of
such Pricing Supplement to the relevant Agent as
such Agent shall reasonably request by the close of
business on the following Business Day. The relevant
Agent will cause such Pricing Supplement to be
delivered to the purchaser of the Note.
In each instance that a Pricing Supplement is
prepared, the Agent receiving such Pricing
Supplement will affix the Pricing Supplement to
Prospectuses prior to their use. Outdated Pricing
Supplements, and the Prospectuses to which they are
attached (other than those retained for files), will
be destroyed.
Settlement: The receipt by the Company of immediately available
funds in payment for an authenticated Certificated
Note delivered to the relevant Agent and such
Agent's delivery of such Note against receipt of
immediately available funds shall constitute
"settlement" with respect to such Note. All orders
accepted by the Company will be settled on the third
Business Day following such acceptance pursuant to
the timetable for settlement set forth below unless
the Company and the purchaser agree to settlement on
another day, which shall be no earlier than the next
Business Day.
Settlement Settlement Procedures with regard to each
Certificated
26
<PAGE>
Procedures: Note sold by the Company to or through an Agent
shall be as follows (unless otherwise specified
pursuant to a Terms Agreement):
A. The relevant Agent will advise the Company by
facsimile transmission or other acceptable means
that such Note is a Certificated Note and of the
following settlement information:
1. Name in which such Note is to be registered
("Registered Owner").
2. Address of the Registered Owner and address
for payment of principal and interest.
3. Taxpayer identification number of the
Registered Owner (if available).
4. Maturity Date.
5. In the case of a Fixed Rate Certificated
Note, the Interest Rate, and whether such
Note is an Amortizing Note and, if so, the
Amortization Schedule or, in the case of a
Floating Rate Certificated Note, the Initial
Interest Rate (if known at such time),
Interest Payment Date(s), Interest Payment
Period, Calculation Agent, Base Rate, Index
Maturity, Interest Reset Period, Initial
Interest Reset Date, Interest Reset Dates,
Spread or Spread Multiplier (if any), Minimum
Interest Rate (if any), and Maximum Interest
Rate (if any).
6. Redemption or repayment provisions, if any.
7. Settlement date and time.
8. Price.
27
<PAGE>
9. Agent's commission, if any, determined as
provided in the Agreement.
10. Denominations.
11. Net proceeds to the Company.
12. Whether the Note is an OID Note, and if it
is an OID Note, the total amount of OID, the
yield to maturity, the initial accrual
period OID and the applicability of Modified
Payment upon Acceleration (and, if so, the
Issue Price).
13. Any other applicable Terms.
B. The Company will advise the Trustee by facsimile
transmission or other acceptable means of the
information set forth in Settlement Procedure "A"
above.
C. The Company will have delivered to the Trustee a
preprinted four-ply packet for such Note, which
packet will contain the following documents in
forms that have been approved by the Company, the
relevant Agent and the Trustee:
1. Note with customer confirmation.
2. Stub One - For the Trustee.
3. Stub Two - For the relevant Agent.
4. Stub Three - For the Company.
D. The Trustee will complete such Note and
authenticate such Note and deliver it (with the
confirmation) and Stubs One and Two to the
relevant Agent, and such Agent will acknowledge
receipt of the Note by stamping or otherwise
marking Stub One and returning it to the Trustee.
Such delivery will be made only against such
acknowl
28
<PAGE>
edgment of receipt and evidence that instructions
have been given by such Agent for payment to the
account of the Company maintained at the Trustee,
New York, New York in funds available for immediate
use, of an amount equal to the price of such Note
less such Agent's commission, if any. In the event
that the instructions given by such Agent for
payment to the account of the Company are revoked,
the Company will as promptly as possible wire
transfer to the account of such Agent an amount of
immediately available funds equal to the amount of
such payment made.
E. Unless the relevant Agent purchased such Note as
principal, such Agent will deliver such Note (with
confirmation) to the customer against payment in
immediately available funds. Such Agent will obtain
the acknowledgment of receipt of such Note by
retaining Stub Two.
F. The Trustee will send Stub Three to the Company by
first-class mail. Periodically, the Trustee will
also send to the Company a statement setting forth
the principal amount of the Notes outstanding as of
that date under the Indenture and setting forth a
brief description of any sales of which the Company
has advised the Trustee but which have not yet been
settled.
Settlement Procedures For sales by the Company of Certificated Notes to or
Timetables: through an Agent (unless otherwise specified pursuant
to a Terms Agreement), Settlement Procedures "A"
through "F" set forth above shall be completed on or
before the respective times (New York City time) set
forth below:
Settlement
Procedure Time
---------- ----
A 2:00 p.m. on day before settlement date
B 3:00 p.m. on day before settlement date
29
<PAGE>
C-D 2:15 p.m. on settlement date
E 3:00 p.m. on settlement date
F 5:00 p.m. on settlement date
Failure to Settle: If a purchaser fails to accept delivery of and make
payment for any Certificated Note, the relevant Agent
will notify the Company and the Trustee by telephone
and return such Note to the Trustee. Upon receipt of
such notice, the Company will immediately wire transfer
to the account of such Agent an amount equal to the
amount previously credited thereto in respect of such
Note. Such wire transfer will be made on the settlement
date, if possible, and in any event not later than the
Business Day following the settlement date. If the
failure shall have occurred for any reason other than a
default by such Agent in the performance of its
obligations hereunder and under the Agreement, then the
Company will reimburse such Agent or the Trustee, as
appropriate, on an equitable basis for its loss of the
use of the funds during the period when they were
credited to the account of the Company (such
reimbursement for loss of the use of such funds to be
based on the federal funds effective rate then in
effect). Immediately upon receipt of the Certificated
Note in respect of which such failure occurred, the
Trustee will mark such Note "cancelled," make
appropriate entries in the Trustee's records and send
such Note to the Company.
Posting Rates The Company and the Agents will from time to time post
by Company: the rates of interest per annum to be borne by and the
maturity of Securities that may be sold as a result of
the solicitation of offers by an Agent. The Company
may establish a fixed set of interest rates and
maturities for an offering period ("posting"). If the
Company decides to change already posted rates, it will
promptly advise the Agents to suspend solicitation of
offers until the new posted rates have been established
with the Agent.
Trustee Not to Nothing herein shall be deemed to require the Trustee
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<PAGE>
Risk Funds: to risk or expend its own funds in connection with any
payments to the Company, the Agents or any holders of
Notes, it being understood by all parties that payments
made by the Trustee to the Company, the Agents or any
holders of Notes shall be made only to the extent that
funds are provided to the Trustee for such purpose.
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<PAGE>
EXHIBIT 4.1
IF THE REGISTERED OWNER OF THIS SECURITY (AS INDICATED BELOW) IS THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") OR A NOMINEE OF THE DEPOSITORY, THEN
THIS SECURITY IS A GLOBAL SECURITY AND THE FOLLOWING LEGENDS SHALL APPLY:
THIS SECURITY IS A BOOK-ENTRY SECURITY IN A GLOBAL FORM WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS GLOBAL SECURITY IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY
TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY (55 WATER STREET, NEW YORK, NEW YORK) TO CASE CREDIT CORPORATION OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF,
THIS SECURITY IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED NO. FX-____________ CUSIP NO.: ___________________
PRINCIPAL AMOUNT: ____________
CASE CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES A
Due From 9 Months to 30 Years From Original Issue Date
(Fixed Rate)
ORIGINAL ISSUE PRICE: REDEMPTION PRICE:
ORIGINAL ISSUE DATE: REDEMPTION COMMENCEMENT DATE:
INTEREST RATE: HOLDER'S OPTIONAL REPAYMENT DATE(S):
STATED MATURITY: HOLDER'S OPTIONAL REPAYMENT PRICE:
AMORTIZATION FORMULA:
AMORTIZATION PAYMENT DATE(S):
OTHER PROVISIONS:
<PAGE>
IF APPLICABLE, THE FOLLOWING WILL BE COMPLETED SOLELY FOR THE PURPOSE OF
APPLYING THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES:
TOTAL AMOUNT OF OID:
YIELD TO MATURITY:
INITIAL ACCRUAL PERIOD OID:
METHOD USED TO DETERMINE YIELD FOR
INITIAL ACCRUAL PERIOD:
___ APPROXIMATE
___ EXACT
If applicable, the Redemption Price initially shall be ___% of the
principal amount of this Security to be redeemed and shall decline at each
anniversary of the Redemption Commencement Date by ___% of the principal amount
to be redeemed until the Redemption Price is 100% of such principal amount,
together with interest thereon to the date fixed for redemption.
CASE CREDIT CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (hereinafter called the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to __________________________________
________, or registered assigns, the principal sum of __________________________
_____________________________ Dollars ($_________) at Stated Maturity specified
above or upon earlier redemption or repayment and to pay interest thereon from
the Original Issue Date specified above or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
April 1 and October 1 in each year, at the interest rate specified above, until
the principal hereof is paid or made available for payment provided, that if the
Original Issue Date is after a Regular Record Date and before the Interest
Payment Date following the next succeeding Regular Record Date, interest
payments will commence on the Interest Payment Date following the next
succeeding Regular Record Date. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the March 15 or September 15
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date; provided, however, that interest payable at Stated
Maturity or upon earlier redemption or repayment will be payable to the Person
to whom principal shall be payable. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series and of like tenor not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which this Security may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the City of New York in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that, at the option of the Company, payment of
interest may be made by check mailed to the address of the persons entitled
thereto as such address shall
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<PAGE>
appear in the Security Register. The Company will, at all times, appoint and
maintain a paying agent, initially the Trustee (the "Paying Agent"), authorized
by the Company to pay the principal of, and premium, if any, or interest on,
this Security on behalf of the Company to the person entitled thereto.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the Certificate of Authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under a facsimile of its Corporate Seal.
Dated:_______________ CASE CREDIT CORPORATION
By: _____________________________
Name:
Title:
Attest: ____________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE SECURITIES DESCRIBED IN THE WITHIN MENTIONED INDENTURE
The Bank of New York,
as Trustee
By:________________________
Authorized Signatory
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<PAGE>
(Reverse of Security)
CASE CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES A
Due from 9 Months to 30 Years From Original Issue Date
(Fixed Rate)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 1, 1997, (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof. The Securities of this series may be issued from time to time
in an aggregate initial offering price of up to $550,000,000, may mature at
different times, bear interest, if any, at different rates, and be redeemable at
different times or not at all.
If a Redemption Commencement Date is specified on the face hereof, this
Security may be redeemed at the option of the Company as a whole, or from time
to time in part, on any date on or after such Redemption Commencement Date and
prior to maturity, upon mailing a notice of such redemption not less than 30 nor
more than 60 days prior to the date fixed for redemption to the Holders of
Securities to be redeemed at their last registered addresses, all as further
provided in the Indenture, at the Optional Redemption Prices, if any, specified
on the face hereof (expressed in percentages of the principal amount) together
in each case with accrued interest to the date fixed for redemption. If less
than all of the Notes with like tenor and terms are to be redeemed, the Notes to
be redeemed shall be selected not more than 60 days prior to the redemption date
by the Trustee by such method as the Trustee shall deem fair and appropriate.
If a Repayment Date or Repayment Dates are specified on the face hereof,
this Security will be repayable at the option of the Holder, in whole or from
time to time in part, on such Repayment Date or Repayment Dates at the Repayment
Price specified on the face hereof, together with accrued interest thereon to
the Repayment Date on which repayment is sought. In order for this Security to
be repaid, the Company must receive at the Corporate Trust Office of the Trustee
in the City of New York, New York, at least 30 days, but not more than 60 days,
prior to the specified Repayment Date (i) the Security with the form below
entitled "Option to Elect Repayment" duly completed or (ii) a facsimile
transmission or letter from a member of a national securities exchange, the
National Association of Securities Dealers, Inc., or a commercial bank or trust
company in the United States of America, setting forth the name of the Holder of
the Security, the principal amount of the Security, the portion of the principal
amount of the Security to be repaid (which shall not be less than the minimum
authorized denomination of this Security), the certificate number or a
description of the tenor and terms of the Security, a statement that the option
to elect repayment is being exercised thereby and a guarantee that this Security
with the form below entitled "Option to Elect Repayment" duly completed will be
received by the Trustee not later than five Business Days after the date of such
facsimile transmission or letter. If the procedure described in clause (ii) of
the preceding sentence is followed, this Security with form duly completed must
be received by the Trustee by such fifth Business Day. Exercise of any
repayment option by the Holder of any Security shall be irrevocable. No
transfer or exchange of any Security (or, in the event that any Security is to
be repaid in part, such portion of the Security to be repaid) will be permitted
after exercise of a repayment option. The repayment option may be exercised by
the Holder
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<PAGE>
of a Security for less than the entire principal amount of the Security provided
that the principal amount of the Security remaining outstanding after repayment,
if any, is an authorized denomination. The Trustee will refer all questions as
to the validity, eligibility (including time of receipt) and acceptance of any
Security for repayment to the Company whose determination of such questions will
be final and binding.
Payment of interest on this Security with respect to any Interest Payment
Date will include interest accrued to but excluding such Interest Payment Date.
Interest on this Security will be computed on the basis of a 360-day year of
twelve 30-day months.
Any Payment on this Security due on any date which is not a Business Day
need not be made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on the due date, and no interest
shall accrue for the period from and after such date.
In the event of redemption or repayment of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
Notwithstanding anything herein to the contrary, if this Note is an
Original Issue Discount Note as specified on the face hereof, the amount payable
in the event of redemption or repayment prior to the Stated Maturity hereof in
lieu of the principal amount due at the Stated Maturity hereof shall be the
Amortized Face Amount of this Security as of the Redemption Date or the date of
repayment, as the case may be. The "Amortized Face Amount" of this Security
shall be the amount equal to (a) the Issue Price (as set forth on the face
hereof) plus (b) that portion of the difference between the Issue Price and the
principal amount hereof that has accrued at the Yield to Maturity (as set forth
on the face hereof) (computed in accordance with generally accepted United
States bond yield computation principles) at the date as of which the Amortized
Face Amount is calculated but in no event shall the Amortized Face Amount of
this Security exceed its principal amount.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
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<PAGE>
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rates, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount and tenor, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same. Transfers or exchanges of Certificated Registered Securities may not be
effected during the 15 day period preceding the mailing of a notice of
redemption.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
Capitalized terms not otherwise defined in this Security which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.
This Security shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to the conflict of laws
provisions thereof.
-7-
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay the within Security (or the portion hereof specified below) pursuant to
its terms at a price equal to the Repayment Price specified on the face hereof,
together with accrued interest to the Repayment Date, to the undersigned at
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of this Security is to be repaid,
specify the portion hereof which the Holder elects to have repaid ______________
and specify the denomination or denominations (which shall be in authorized
denominations) of the Securities to be issued to the Holder for the portion of
the within Security not being repaid (in the absence of any such specification,
one such Security will be issued for the portion not being repaid):
________________________________________________________________________________
Dated: _______________ ___________________________________________
(Signature)
Sign exactly as name appears on the front of
this Security [SIGNATURE GUARANTEED -
required only if Securities are to be issued
and delivered to other than the registered
holder]
Fill in for registration of Securities if to
be issued otherwise than to the registered
holder:
Name:_______________________________________
Address:____________________________________
____________________________________
(Please print name and address
including zip code)
SOCIAL SECURITY OR OTHER
TAXPAYER ID NUMBER:
____________________________________________
-8-
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Security, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenant with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may be used though not in the above
list.
-9-
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
_________________________
________________________________________________________________________________
the within Security of Case Credit Corporation and hereby does irrevocably
constitute and appoint
________________________________________________________________________________
Attorney to transfer said Security on the books of the within named Company,
with full power of substitution in the premises.
Dated: ___________________ _______________________________________
NOTE: The Signature to this assignment
must correspond with the name as
written upon the face of the within
Security in every particular, without
alteration or enlargement or any change
whatsoever.
-10-
<PAGE>
EXHIBIT 4.2
IF THE REGISTERED OWNER OF THIS SECURITY (AS INDICATED BELOW) IS THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") OR A NOMINEE OF THE DEPOSITORY, THEN
THIS SECURITY IS A GLOBAL SECURITY AND THE FOLLOWING LEGENDS SHALL APPLY:
THIS SECURITY IS A BOOK-ENTRY SECURITY IN A GLOBAL FORM WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS GLOBAL SECURITY IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY
TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY (55 WATER STREET, NEW YORK, NEW YORK) TO CASE CREDIT CORPORATION OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF,
THIS SECURITY IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED NO. FLR-_______________ CUSIP NO.:_____________________
PRINCIPAL AMOUNT:______________
CASE CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES A
Due From 9 Months to 30 Years From Original Issue Date
(Floating Rate)
ORIGINAL ISSUE PRICE:
ORIGINAL ISSUE DATE:
INITIAL INTEREST RATE:_________%
INTEREST RATE BASIS: (IF LIBOR, LIBOR REUTERS/LIBOR TELERATE)
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER: __________%
1
<PAGE>
INTEREST PAYMENT DATES:
INTEREST DETERMINATION DATES:
INTEREST RESET DATES:
STATED MATURITY:
INDEX MATURITY:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
REGULAR RECORD DATES:
REDEMPTION PRICE:
REDEMPTION COMMENCEMENT DATE:
HOLDER'S OPTIONAL REPAYMENT DATE(S):
HOLDER'S OPTIONAL REPAYMENT PRICE:
AMORTIZATION FORMULA:
AMORTIZATION PAYMENT DATE(S):
CALCULATION AGENT (if other than The Bank of New York):
OTHER PROVISIONS:
IF APPLICABLE, THE FOLLOWING WILL BE COMPLETED SOLELY FOR THE PURPOSE
OF APPLYING THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES:
TOTAL AMOUNT OF OID:
YIELD TO MATURITY:
INITIAL ACCRUAL PERIOD OID:
METHOD USED TO DETERMINE
YIELD FOR INITIAL ACCRUAL
PERIOD:
_______ APPROXIMATE
_______ EXACT
If applicable, the Redemption Price initially shall be __% of the principal
amount of this Security to be redeemed and shall decline at each anniversary of
the Redemption Commencement Date by ___% of the principal amount to be redeemed
until the Redemption Price is 100% of such principal amount, together with
interest thereon to the date fixed for redemption.
2
<PAGE>
CASE CREDIT CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (hereinafter called the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to ______________________________, or
registered assigns, the principal sum of ______________________ Dollars
($____________) at Stated Maturity specified above or upon earlier redemption or
repayment, and to pay interest thereon from the Original Issue Date shown above
or from the most recent Interest Payment Date (or, if the Interest Reset Dates
shown above are daily or weekly, from the day following the most recent Regular
Record Date) to which interest has been paid or duly provided for on the
Interest Payment Dates set forth above, and at Stated Maturity or upon earlier
redemption or repayment, commencing on the first Interest Payment Date next
succeeding the Original Issue Date; provided, however, that if the Original
Issue Date is after a Regular Record Date and before the Interest Payment Date
following the next succeeding Regular Record Date, interest payments will
commence on the Interest Payment Date following the next succeeding Regular
Record Date; at a rate per annum determined in accordance with the provisions on
the reverse hereof, depending on the Interest Rate Basis specified above, until
the principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which, unless otherwise
indicated above, shall be the 15th calendar day (whether or not a Business Day)
next preceding such Interest Payment Date; provided, however, that interest
payable at Stated Maturity specified above or upon earlier redemption or
repayment will be payable to the person to whom principal shall be payable. Any
such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice of
which shall be given to the Holders of Securities of this series and of like
tenor not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner, not inconsistent with the requirements of any
securities exchange on which this Security may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of (and premium, if any) and interest on, this
Security will be made at the office or agency of the Company maintained for that
purpose in The City of New York in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that, at the option of the Company, payment of
interest may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the Security Register. The Company will,
at all times, appoint and maintain a paying agent, initially the Trustee (the
"Paying Agent"), authorized by the Company, to pay the principal of, and
premium, if any, or interest on, this Security on behalf of the Company to the
person entitled thereto.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the Certificate of Authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
3
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under a facsimile of its Corporate Seal.
Dated:___________________
CASE CREDIT CORPORATION
By:________________________
Name:
Its:
Attest:______________________
Name:
Its:
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE SECURITIES DESCRIBED IN THE WITHIN MENTIONED INDENTURE.
The Bank of New York,
as Trustee
By:________________________
Authorized Signatory
4
<PAGE>
(Reverse of Security)
CASE CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES A
Due From 9 Months To 30 Years From Original Issue Date
(Floating Rate)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 1, 1997 (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the Securities of the
series designated on the face hereof. The Securities of this series may be
issued from time to time in an aggregate initial offering price of up to
$550,000,000, may mature at different times, bear interest, if any, at different
rates, and be redeemable at different times or not at all.
The interest rate payable on this Security will be calculated by reference
to the Interest Rate Basis specified on the face hereof (a) plus or minus the
Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any. This
Security may have either or both of the following: (A) the Maximum Interest Rate
specified on the face hereof, which will be the maximum numerical interest rate
limitation, or ceiling, on the rate of interest which may accrue during any
interest period and (b) the Minimum Interest Rate specified on the face hereof,
which will be the minimum numerical interest rate limitation, or floor, on the
rate of interest which may accrue during any interest period. The Interest Rate
Basis may be (a) the Commercial Paper Rate, (b) the Prime Rate, (c) LIBOR, (d)
the Treasury Rate, (e) the CD Rate, (f) the CMT Rate, (g) the Federal Funds Rate
or (h) such other Interest Rate Basis as is set forth on the face hereof. The
"Index Maturity" is the period to maturity of the instrument or obligation from
which the Interest Rate Basis is calculated. Except as otherwise provided
herein, all percentages resulting from any calculation will be rounded, if
necessary, to the nearest one-hundred thousandth of a percentage point, (e.g.,
9.876545% (or 0.09876545) being rounded to 9.87655% (or 0.0987655), and all
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upwards).
Interest will be payable, in the case of Securities which reset daily or
weekly, on the third Wednesday of March, June, September and December of each
year; in the case of Securities which reset monthly, on the third Wednesday of
each month or on the third Wednesday of March, June, September and December of
each year (as specified on the face hereof); in the case of Securities which
reset quarterly, on the third Wednesday of March, June, September, and December
of each year; in the case of Securities which reset semi-annually, on the third
Wednesday of the two months of each year specified on the face hereof; and in
the case of Securities which reset annually, on the third Wednesday of the month
specified on the face hereof (each an "Interest Payment Date"); and in each
case, at Stated Maturity or upon earlier redemption or repayment.
Payments of interest with respect to an Interest Payment Date will include
interest accrued to but excluding such Interest Payment Date; provided, however,
that if the Interest Reset Dates are daily or weekly, the interest payable,
other than interest payable on the date on which principal is payable, will
include interest accrued to but excluding the day following the immediately
preceding Regular Record Date. Accrued interest from the Original Issue Date or
from the last date to which interest has
5
<PAGE>
been paid is calculated by multiplying the face amount of this Security by an
accrued interest factor, computed by adding the interest factor calculated for
each day from such starting date to but excluding the date for which accrued
interest is being calculated. The interest factor (expressed as a decimal) for
each such day is computed by dividing the interest rate (expressed as a decimal)
applicable to such day by 360 or, if the Interest Rate Basis specified on the
face hereof is the Treasury Rate or CMT Rate, by the actual number of days in
the year.
The rate of interest on this Security will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (each an "Interest Reset Date"), as
specified on the face hereof. The Interest Reset Date will be, if this Security
resets daily, each Market Day, if this Security resets weekly (except where the
specified Interest Rate Basis is the Treasury Rate), the Wednesday of each week,
or if the specified Interest Rate Basis is the Treasury Rate, the Tuesday of
each week, if this Security resets monthly, the third Wednesday of each month,
if this Security resets quarterly, the third Wednesday of March, June, September
and December, if this Security resets semi-annually, the third Wednesday of two
months of each year, as specified on the face hereof, and if this Security
resets annually, the third Wednesday of one month of the year, as specified on
the face hereof, provided, however, that (i) the interest rate in effect from
the Original Issue Date to the first Interest Payment Date will be the Initial
Interest Rate specified on the face hereof, and (ii) the interest rate in effect
for the ten days immediately prior to Stated Maturity or, with respect to any
portion of the principal amount hereof to be redeemed or repaid, the date of
redemption or Repayment Date, will be that in effect on the tenth day preceding
such Stated Maturity, date of redemption or Repayment Date, as the case may be.
If any Interest Reset Date would otherwise be a day that is not a Market Day,
the Interest Reset Date shall be postponed to the next day that is a Market Day,
except that if the specified interest Rate Basis is LIBOR and such Market Day is
in the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Market Day.
If any Interest Payment Date specified on the face hereof would otherwise
fall on a day that is not a Market Day, such Interest Payment Date shall be the
next succeeding Market Day, or if the specified Interest Rate Basis is LIBOR (a
"LIBOR Security"), and such succeeding Market Day falls in the next calendar
month, such Interest Payment Date shall be the next preceding Market Day.
"Market Day" means (a) with respect to any Security, other than a LIBOR
Security, each Business Day and (b) with respect to any LIBOR Security, any such
Business Day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market. "Business Day" means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in the city
of New York, New York are authorized or obligated by law or executive order to
close. If Stated Maturity falls on a day that is not a Market Day, Stated
Maturity shall be the next succeeding Market Day (or, in the case of a LIBOR
Security, if such next succeeding Market Day is in the next calendar month, the
next preceding Market Day).
The Interest Determination Date pertaining to any Interest Reset Date for a
Security specifying the Commercial Paper Rate (the "Commercial Paper Interest
Determination Date"), for a Security specifying the Prime Rate (the "Prime Rate
Interest Determination Date"), for a LIBOR Security (the "LIBOR Interest
Determination Date"), for a Security specifying the CD Rate (the "CD Rate
Interest Determination Date"), for a Security specifying the CMT Rate (the "CMT
Rate Interest Determination Date") and for a Security specifying the Federal
Funds Rate (the "Federal Funds Interest Determination Date") will be the second
Market Day preceding such Interest Reset Date. The Interest Determination Date
pertaining to an Interest Reset Date for a Security specifying the Treasury Rate
(the "Treasury Interest Determination Date") will be the day of the week in
which such Interest Reset Date falls on which Treasury bills would normally be
auctioned. Treasury bills are usually sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is usually held on
the following Tuesday, except that such auction may be held on the preceding
Friday. If, as the result of
6
<PAGE>
a legal holiday, an auction is so held on the preceding Friday, such Friday will
be the Treasury Interest Determination Date pertaining to the Interest Reset
Date occurring in the next succeeding week. If an auction date shall fall on
any Interest Reset Date for a Treasury Rate Security, then such Interest Reset
Date shall instead be the first Market Date immediately following such auction
date. Unless otherwise specified on the face hereof, the Calculation Date, if
applicable, pertaining to any Interest Determination Date, is the date by which
the applicable interest rate is determined and is the earlier of (a) the tenth
calendar day after such Interest Determination Date or, if any such day is not a
Market Day, the next succeeding Market Date and (b) the Market Day preceding the
applicable Interest Payment Date or date of Stated Maturity, as the case may be.
Determination of Commercial Paper Rate. If the Interest Rate Basis of this
Security is the Commercial Paper Rate, the interest rate with respect to any
Interest Reset Date shall equal the Money Market Yield (calculated as described
below) of the per annum rate (quoted on a bank discount basis) for the relevant
Commercial Paper Interest Determination Date for commercial paper having the
Index Maturity specified on the face hereof, as published by the Board of
Governors of the Federal Reserve System in the "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication of the Board of Governors
of the Federal Reserve System ("H.15(519)") under the heading "Commercial
Paper--Non Financial." In the event that such rate is not published prior to
3:00 P.M., New York City time, on the relevant Calculation Date, then the
Commercial Paper Rate shall be the Money Market Yield of the rate on such
Commercial Paper Interest Determination Date for commercial paper of the
specified Index Maturity as published by the Federal Reserve Bank of New York in
its daily statistical release, "Composite 3:30 P.M. Quotations for U.S.
Government Securities" or any Successor Publication published by the Federal
Reserve Bank of New York ("Composite Quotations") under the heading "Commercial
Paper". If by 3:00 P.M., New York City time, on such Calculation Date such rate
is not yet available in either H.15(519) or Composite Quotations, then the
Commercial Paper Rate with respect to such Interest Reset Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered per annum rates (quoted on a bank discount
basis), as of 11:00 A.M., New York City time, on such Commercial Paper Interest
Determination Date, of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent for commercial paper of the Index
Maturity specified on the face hereof placed for an industrial issuer whose bond
rating is "AA", or the equivalent, from a nationally recognized rating agency;
provided, however, that, if fewer than three dealers selected as aforesaid by
the Calculation Agent are quoting as mentioned above, the Commercial Paper Rate
with respect to such Interest Reset Date will be the Commercial Paper Rate in
effect on such Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
"Money Market Yield = 100 x 360 x D
---------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period from the Interest Reset Date to but excluding the day that
numerically corresponds to such Interest Reset Date (or, if there is not any
such numerically corresponding day, the last day) in the calendar month that is
the number of months corresponding to the Index Maturity specified on the face
hereof after the month in which such Interest Reset Date falls.
Determination of Prime Rate. If the Interest Rate Basis of this
Security is the Prime Rate, the interest rate with respect to any Interest Reset
Date shall equal, the rate set forth in H.15(519) for the relevant Prime Rate
Interest Determination Date opposite the caption "Bank Prime Loan." If such
7
<PAGE>
rate is not yet published by 9:00 A.M., New York City time, on the Calculation
Date, the Prime Rate for such Prime Rate Interest Determination Date will be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the display designated as page "USPRIME1" on the Reuters Monitor
Money Rate Service (or such other page as may replace the USPRIME1 page on such
service for the purpose of displaying prime rates of major United States banks)
(the "Reuters Screen USPRIME1 Page") as such bank's prime rate or base lending
rate as in effect for such Prime Rate Interest Determination Date as quoted on
the Reuters Screen USPRIME1 Page on such Prime Rate Interest Determination Date,
or, if fewer than four such rates appear on the Reuters Screen USPRIME1 Page for
such Interest Determination Date, the Prime Rate shall be the arithmetic mean of
the rate announced as a prime or base rate for commercial loans quoted on the
basis of the actual number of days in the year divided by a 360-day year as of
the close of business on each Prime Rate Interest Determination Date by three
major money center banks in The City of New York selected by the Calculation
Agent from which quotations are requested. If fewer than three quotations are
provided, the Prime Rate will be determined as the arithmetic mean of the
announced prime rates quoted in The City of New York on the relevant Prime Rate
Interest Determination Date by three substitute banks or trust companies
organized and doing business under the laws of the United States, or any state
thereof, having total equity capital of at least U.S. $500,000,000 and being
subject to supervision or examination by federal or state authority, selected by
the Calculation Agent to quote such rate or rates; provided, however, that, if
the banks or trust companies selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the Prime Rate with respect to such
Prime Rate Interest Reset Date will be the Prime Rate in effect on such Prime
Rate Interest Determination Date.
Determination of LIBOR. If the Interest Rate Basis of this Security
is LIBOR, the interest rate with respect to any Interest Reset Date shall be
determined by the Calculation Agent in accordance with the following provisions:
(i) LIBOR will be, as specified on the face hereof, either (a)
the arithmetic mean of the offered rates for deposits in U.S. dollars
having the Index Maturity specified on the face hereof, that appear on
the Reuters Screen LIBO Page as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date, if at least two such offered rates
appear on the Reuters Screen LIBO Page ("LIBOR Reuters"), or (b) the
rate for deposits in U.S. dollars having the Index Maturity specified
on the face hereof, that appears on the Telerate Page 3750, as of
11:00 A.M., London time, on that LIBOR Interest Determination Date
("LIBOR Telerate"). "Reuters Screen LIBO Page" means the display
designated as page "LIBO" on the Reuters Monitor Money Rates Service
(or such other page as may replace the LIBO page on that service for
the purpose of displaying London interbank offered rates of major
banks). "Telerate Page 3750" means the display designated as page
"3750" on the Telerate Service (or such other page as may replace the
3750 page on that service or such other service or services as may be
nominated by the British Bankers' Association for the purpose of
displaying London interbank offered rates for U.S. dollar deposits).
If neither LIBOR Reuters nor LIBOR Telerate is specified on the face
hereof, LIBOR will be determined as if LIBOR Telerate had been
specified. If fewer than two offered rates appear on the Reuters
Screen LIBO Page, or if no rate appears on the Telerate Page 3750, as
applicable, LIBOR in respect of that LIBOR Interest Reset Date will be
determined as if the parties had specified the rate described in (ii)
below.
(ii) With respect to LIBOR Interest Determination Date on which
fewer than two offered rates for the Index Maturity specified on the
face hereof appear on the Reuters Screen LIBO Page as specified in
(i)(a) above, or on which no rate appears on Telerate Page 3750, as
specified in (i)(b) above, as applicable, LIBOR will be determined
8
<PAGE>
on the basis of the rates at approximately 11:00 A.M. London time, on
such LIBOR Interest Determination Date at which deposits in U.S.
dollars having such specified Index Maturity are offered to prime
banks in the London interbank market by four major banks in the London
interbank market selected by the Calculation Agent commencing on the
second Market Day immediately following such LIBOR Interest
Determination Date and in a principal amount equal to an amount not
less than U.S. $1,000,000 that in the Calculation Agent's judgment is
representative for a single transaction in such market at such time (a
"Representative Amount"). The Calculation Agent will request the
principal London office of each of such banks to provide a quotation
of its rate. If at least two such quotations are provided, LIBOR with
respect to such Interest Reset Date will be the arithmetic mean of
such quotations. If fewer than two quotations are provided, LIBOR with
respect to such Interest Reset Date will be the arithmetic mean of the
rates quoted at approximately 11:00 A.M., New York City time, on such
LIBOR Interest Determination Date by three major banks in The City of
New York, selected by the Calculation Agent, for loans in U.S. dollars
to leading European banks having the Index Maturity specified on the
face hereof commencing on the Interest Reset Date and in a
Representative Amount; provided, however, that, if fewer than three
banks selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, LIBOR with respect to such Interest Reset
Date will be the LIBOR in effect on such LIBOR Interest Determination
Date.
Determination of Treasury Rate. If the Interest Rate Basis of this
Security is the Treasury Rate, the interest rate with respect to any Interest
Reset Date shall equal the rate for the auction on the relevant Treasury
Interest Determination Date of direct obligations of the United States
("Treasury bills") having the Index Maturity specified on the face hereof as
published in H.15(519) under the heading "U.S. Government Securities/Treasury
Bills/Auction Average (Investment)" or, if not so published by 3:00 P.M., New
York City time, on the relevant Calculation Date, the auction average rate
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) for such auction as otherwise
announced by the United States Department of Treasury. In the event that the
results of such auction of Treasury bills having the Index Maturity specified on
the face hereof are not published or reported as provided above by 3:00 P.M.,
New York City time, on such Calculation Date, or, if no such auction is held
during such week, then the Treasury Rate shall be the rate set forth in
H.15(519) for the relevant Treasury Interest Determination Date for the
specified Index Maturity under the heading "U.S. Government Securities/Treasury
Bills/Secondary Market." If such rate is not so published by 3:00 P.M., New
York City time, on the relevant Calculation Date, the Treasury Rate for such
Interest Reset Date shall be calculated by the Calculation Agent and shall be a
yield to maturity (expressed as a bond equivalent, on the basis of a year of 365
or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean
of the secondary market bid rates as of approximately 3:30 P.M., New York City
time, on such Treasury Interest Determination Date of three leading primary
United States government securities dealers in The City of New York selected by
the Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity specified on the face hereof; provided, however,
that, if fewer than three dealers selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, the Treasury Rate with respect to
such Interest Reset Date will be the Treasury Rate in effect on such Treasury
Interest Determination Date.
Determination of CD Rate. If the Interest Rate Basis of this Security
is the CD Rate, the interest rate with respect to any Interest Reset Date shall
equal the rate for the relevant CD Rate Interest Determination Date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as published in H.15(519) under the heading "CDs (Secondary
Market)." In the event that such rate is not published prior to 3:00 P.M., New
York City time, on the relevant
9
<PAGE>
Calculation Date, then the CD Rate with respect to such Interest Reset Date
shall be the rate on such CD Rate Interest Determination Date for negotiable
certificates of deposit having the specified Index Maturity as published in the
Composite Quotations under the heading "Certificates of Deposit." If by 3:00
P.M., New York City time, on such Calculation Date such rate is not published in
either H.15(519) or Composite Quotations, the CD Rate with respect to such
Interest Reset Date shall be calculated by the Calculation Agent and shall be
the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New
York City time, on such CD Rate Interest Determination Date, of three leading
nonbank dealers of negotiable U.S. dollar certificates of deposit in The City of
New York selected by the Calculation Agent for negotiable certificates of
deposit of major United States money market banks with a remaining maturity
closest to the Index Maturity specified on the face hereof in a denomination of
$5,000,000; provided, however, that, if fewer than three dealers selected as
aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the CD rate with respect to such Interest Reset Date will be the CD Rate in
effect on such CD Rate Interest Determination Date.
Determination of Federal Funds Rate. If the Interest Rate Basis of this
Security is the Federal Funds Rate, the interest rate with respect to any
Interest Reset Date shall equal the rate on the relevant Federal Funds Interest
Determination Date for Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)." In the event that such rate is not published prior
to 3:00 P.M., New York City time, on the relevant Calculation Date, then the
Federal Funds Rate with respect to such Interest Reset Date will be the rate on
such Federal Funds Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate." If by 3:00 P.M.,
New York City time, on such Calculation Date such rate is not published in
either H.15(519) or Composite Quotations, the Federal Funds Rate with respect to
such Interest Reset Date shall be calculated by the Calculation Agent and shall
be the arithmetic mean of the rates, as of 11:00 A.M., New York City time, on
such Federal Funds Interest Determination Date for the last transaction of not
less than $1,000,000 in overnight Federal Funds arranged by three leading
brokers of Federal Funds transactions in The City of New York selected by the
Calculation Agent; provided, however, that, if fewer than three brokers selected
as aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the Federal Funds Rate with respect to such Interest Reset Date will be the
Federal Funds Rate in effect on such Federal Funds Interest Determination Date.
Determination of CMT Rate. If the Interest Rate Basis of this Security is
the CMT Rate, the interest rate with respect to any Interest Reset Date shall
equal the rate displayed on the Designated CMT Telerate Page under the caption
". . . Treasury Constant Maturities . . . Federal Reserve Board Release H.15
. . . Mondays Approximately 3:45 P.M." or any successor caption, under the
column for the Designated CMT Maturity Index for (i) if the Designated CMT
Telerate Page is 7055, the rate on such CMT Rate Interest Determination Date and
(ii) if the Designated CMT Telerate Page is 7052, the weekly or monthly average,
as specified on the face hereof, for the week or the month, as applicable, ended
immediately preceding the week in which the related CMT Rate Interest
Determination Date occurs. In the event such rate is no longer displayed on the
relevant page or is not displayed by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date will be such Treasury Constant Maturity rate for the
Designated CMT Maturity Index, as published in the relevant H.15(519) or any
successor publication. If such rate is no longer published or is not published
by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate on such CMT Rate Interest Determination Date will be such Treasury Constant
Maturity rate for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the CMT Rate Interest
Determination Date with respect to such Interest Reset Date as may then be
published by either the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519) or any successor publication. If
such information is not provided by 3:00 P.M.,
10
<PAGE>
New York City time, on the related Calculation Date, then the CMT Rate for the
CMT Rate Interest Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity, based on the arithmetic mean of the secondary
market closing offer side prices as of approximately 3:30 P.M., New York City
time, on the CMT Rate Interest Determination Date reported, according to their
written records, by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York (which may include
one or more of the Agents or their affiliates) selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent is unable to obtain three such Treasury Note quotations, the
CMT Rate for such CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic mean
of the secondary market offer side prices as of approximately 3:30 P.M., New
York City time, on such CMT Rate Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least U.S. $100 million. If three or four (and not
five) of such Reference Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean of the offer prices obtained and
neither the highest nor the lowest of such quotes will be eliminated; provided,
however, that if fewer than three Reference Dealers selected by the Calculation
Agent are quoting as described herein, the CMT Rate determined as of such
Interest Determination Date will be the CMT Rate in effect on such CMT Rate
Interest Determination Date. If two Treasury Notes with an original maturity as
described in the third preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the quotes for the Treasury
Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service, or any successor service, on the page specified on the face hereof (or
any other page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519)), for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519). If
no such page is specified on the face hereof, the Designated CMT Telerate Page
shall be 7052 for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be two years.
The Calculation Agent shall calculate the interest rate on this Security in
accordance with the foregoing on each Interest Determination Date or Calculation
Date as applicable. The Calculation Agent's determination of any Interest Rate
shall be final and binding in the absence of manifest error. The interest rate
on this Security will in no event be higher than the maximum rate permitted by
applicable law.
The Calculation Agent will upon the request of the Holder of this Security,
provide to such Holder the interest rate hereon then in effect, and, if
determined, the interest rate which will become effective on the next Interest
Reset Date.
11
<PAGE>
If a Redemption Commencement Date is specified on the face hereof, this
Security may be redeemed at the option of the Company as a whole, or from time
to time in part, on any date on or after such Redemption Commencement Date and
prior to maturity, upon mailing a notice of such redemption not less than 30 nor
more than 60 days prior to the date fixed for redemption to the Holders of
Securities to be redeemed at their last registered addresses, all as further
provided in the Indenture, at the Optional Redemption Prices, if any, specified
on the face hereof (expressed in percentages of the principal amount) together
in each case with accrued interest to the date fixed for redemption. If less
than all of the Notes with like tenor and terms are to be redeemed, the Notes to
be redeemed shall be selected not more than 60 days prior to the redemption date
by the Trustee by such method as the Trustee shall deem fair and appropriate.
If a Repayment Date or Repayment Dates are specified on the face hereof,
this Security will be repayable at the option of the Holder, in whole or from
time to time in part, on such Repayment Date or Repayment Dates at the Repayment
Price specified on the face hereof, together with accrued interest thereon to
the Repayment Date on which repayment is sought. In order for this Security to
be repaid, the Company must receive at the Corporate Trust Office of the Trustee
in the City of New York, New York, at least 30 days, but not more than 60 days,
prior to the specified Repayment Date (i) the Security with the form below
entitled "Option to Elect Repayment" duly completed or (ii) a facsimile
transmission or letter from a member of a national securities exchange, the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America, setting forth the name of the Holder of
the Security, the principal amount of the Security, the portion of the principal
amount of the Security to be repaid (which shall not be less than the minimum
authorized denomination of this Security), the certificate number or a
description of the tenor and terms of the Security, a statement that the option
to elect repayment is being exercised thereby and a guarantee that this Security
with the form below entitled "Option to Elect Repayment" duly completed will be
received by the Trustee not later than five Business Days after the date of such
facsimile transmission or letter. If the procedure described in clause (ii) of
the preceding sentence is followed, this Security with form duly completed must
be received by the Trustee by such fifth Business Day. Exercise of any
repayment option by the Holder of any Security shall be irrevocable. No
transfer or exchange of any Security (or, in the event that any Security is to
be repaid in part, such portion of the Security to be repaid) will be permitted
after exercise of a repayment option. The repayment option may be exercised by
the Holder of a Security for less than the entire principal amount of the
Security provided that the principal amount of the Security remaining
outstanding after repayment, if any, is an authorized denomination. The Trustee
will refer all questions as to the validity, eligibility (including time of
receipt) and acceptance of any Security for repayment to the Company whose
determination of such questions will be final and binding.
In the event of redemption or repayment of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
Notwithstanding anything herein to the contrary, if this Note is an
Original Issue Discount Note as specified on the face hereof, the amount payable
in the event of redemption or repayment prior to the Stated Maturity hereof in
lieu of the principal amount due at the Stated Maturity hereof shall be the
Amortized Face Amount of this Security as of the Redemption Date or the date of
repayment, as the case may be. The "Amortized Face Amount" of this Security
shall be the amount equal to (a) the Issue Price (as set forth on the face
hereof) plus (b) that portion of the difference between the Issue Price and
12
<PAGE>
the principal amount hereof that has accrued at the Yield to Maturity (as set
forth on the face hereof) (computed in accordance with generally accepted United
States bond yield computation principles) at the date as of which the Amortized
Face Amount is calculated but in no event shall the Amortized Face Amount of
this Security exceed its principal amount.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rates, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same. Transfers or exchanges of Certificated Registered Securities may not be
effected during the 15-day period preceding the mailing of a notice of
redemption.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is
13
<PAGE>
registered as the owner hereof for all purposes, whether or not this Security be
overdue and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Capitalized terms not otherwise defined in this Security which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.
This Security shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to the conflict of laws
provisions thereof.
14
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay the within Security (or the portion hereof specified below) pursuant to
its terms at a price equal to the Repayment Price specified on the face hereof,
together with accrued interest to the Repayment Date, to the undersigned at
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of this Security is to be repaid,
specify the portion hereof which the Holder elects to have repaid ______________
________________________________ and specify the denomination or denominations
(which shall be in authorized denominations) of the Securities to be issued to
the Holder for the portion of the within Security not being repaid (in the
absence of any such specification, one such Security will be issued for the
portion not being repaid):
________________________________________________________________________________
Dated: ____________ __________________________________________________
(Signature)
Sign exactly as name appears on the front of this
Security [SIGNATURE GUARANTEED - required only if
Securities are to be issued and delivered to other
than the registered holder]
Fill in for registration of Securities if to be
issued otherwise than to the registered holder:
Name:_____________________________________________
Address:__________________________________________
__________________________________________________
(Please print name and address
including zip code)
SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER:
__________________________________________________
15
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this Security, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenant with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may be used though not in the above
list.
16
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
the within Security of Case Credit Corporation and hereby does irrevocably
constitute and appoint
________________________________________________________________________________
Attorney to transfer said Security on the books of the within named Company,
with full power of substitution in the premises.
Dated: ____________ ____________________________________________________
NOTE: The signature to this assignment must
correspond with the name as written upon the face of
the within Security in every particular, without
alteration or enlargement or any change whatsoever.
17
<PAGE>
EXHIBIT 4.3
CASE CREDIT CORPORATION
ACTIONS OF THE AUTHORIZED OFFICERS
Pursuant to the authority granted by the Board of Directors of Case Credit
Corporation (the "Corporation") in its September 15, 1997 resolutions (the
"Resolutions"), the undersigned agree as follows:
1. The Corporation is hereby authorized to issue and sell or cause to be
issued and sold, on a continuous basis, Securities as a series of securities
under the Indenture, dated as of October 1, 1997 (the "Indenture"), between the
Corporation and The Bank of New York, as Trustee (the "Trustee"). The terms of
such series shall be as follows:
(a) The Securities of such series shall be known and designated as
the "Medium-Term Notes, Series A," due from 9 Months to 30 Years
from Date of Issue, of the Corporation (the "Notes");
(b) The aggregate initial offering price of Notes which may be
authenticated and delivered under the Indenture is limited to
$550,000,000 (subject to reduction by other issuances of
Securities that have been registered under the Securities Act of
1933, as amended, pursuant to the Corporation's registration
statement numbers 333-35815 and 33-80775), except for Notes
authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Notes pursuant to Section
3.4, 3.5, 3.6, 9.6 or 11.7 of the Indenture, and except for any
Notes which, pursuant to Section 3.3 of the Indenture, are deemed
never to have been authenticated and delivered under the
Indenture. As used herein, the term "initial offering price"
means (i) in the case of a Note which is not an Original Issue
Discount Security, the principal amount thereof and (ii) in the
case of a Note which is an Original Issue Discount Security, the
issue price thereof (as determined by subtracting the original
issue discount as stated on the face of such Note from the
principal amount thereof);
(c) The Notes shall be issuable as registered securities in
denominations of $1,000 and integral multiples of $1,000 in
excess thereof;
<PAGE>
(d) Each Note will be represented by either a global security (a
"Book-Entry Note") registered in the name of a nominee of a
depositary, which may include The Depository Trust Company, or a
certificate issued in definitive form, all as determined by an
Authorized Officer, and each officer of the Corporation is hereby
authorized to negotiate, execute and deliver, for and in the name
of and on behalf of the Corporation, such documents as such
officer shall deem necessary or advisable in order to provide for
the depositary arrangement with respect to the Book-Entry Notes;
(e) The date on which the principal of each of the Notes is payable
shall be the date from nine months to 30 years from the date of
its original issuance as determined by an Authorized Officer (as
defined in the Resolutions) and set forth in the applicable
pricing supplement to the prospectus supplement relating to the
Notes (a "Pricing Supplement");
(f) With respect to the Notes which are interest bearing, the Notes
shall bear interest at a rate or rates (or formula for
determining such rate or rates), which shall accrue from such
date or dates and be payable on such date or dates, to be
determined from time to time by an Authorized Officer and set
forth in an applicable Pricing Supplement or Note, subject to the
Resolutions, the Indenture and applicable law, and the record
date with respect to any date upon which interest is payable
shall be such date or dates as determined by an Authorized
Officer;
(g) The interest rate or interest rate formula (as the case may be)
for Notes may be reset at the option of the Corporation if so
authorized by an Authorized Officer and set forth in an
applicable Pricing Supplement or Note upon the terms so
authorized and set forth;
(h) The place where the principal of and any premium and interest on
the Notes shall be payable is at the office or agency of the
Corporation maintained for that purpose in The City of New York,
provided that payment of interest may be made at the option of
the Corporation by check mailed to the address of the person
entitled thereto, as such address shall appear in the Security
Register;
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<PAGE>
(i) The Notes may be redeemed at the option of the Corporation and/or
repaid at the option of the Holder if so authorized by an
Authorized Officer and set forth in an applicable Pricing
Supplement or Note upon the terms so authorized and set forth;
(j) The Corporation shall not be obligated to redeem or purchase the
Notes pursuant to any sinking fund or analogous provision;
(k) The payment of the principal and any premium and interest on the
Notes shall be made in such coin or currency of the United States
of America as at the time of payment is legal tender for payment
of public and private debts;
(l) Both Section 13.2 and Section 13.3 of the Indenture shall apply
to the Notes; and
(m) The Notes shall contain and be subject to any additional terms
and conditions as may be established from time to time by an
Authorized Officer not inconsistent with the provisions of the
Indenture or the Resolutions.
2. The purchase price to be paid to the Corporation for the sale of the
Notes shall be such amount or amounts as determined from time to time by any
Authorized Officer.
3. The Notes are to be offered on a continuing basis by the Corporation
through J.P. Morgan Securities Inc., Chase Securities Inc. and Citicorp
Securities, Inc., as agents (the "Agents"), pursuant to a Distribution
Agreement, dated December 8, 1997 (the "Distribution Agreement"), between the
Corporation and the Agents, which Distribution Agreement is hereby approved, and
the execution and delivery of such Distribution Agreement, for and on behalf of
the Corporation, is hereby ratified and approved. The Corporation also may sell
Notes (i) to any or all of J.P. Morgan Securities Inc., Chase Securities Inc.
and Citicorp Securities, Inc., as principal or principals, pursuant to the
Distribution Agreement, and (ii) directly on its own behalf.
4. The Calculation Agency Agreement, dated December 8, 1997, by and
between the Corporation and the Trustee (the "Calculation Agency Agreement"),
relating to the Notes is hereby approved, and the execution and delivery of such
Calculation Agency Agreement, for and on behalf of the Corporation, is hereby
ratified and approved.
5. There is attached hereto as Annex A-1 and A-2 forms of the Notes,
which forms are hereby approved, with such changes or
-3-
<PAGE>
additions as may be approved by an Authorized Officer or by an officer, employee
or agent of the Corporation acting pursuant to authority delegated to such
officer, employee or agent by an Authorized Officer, provided that, in any such
case, the changes or additions are not inconsistent with the requirements of the
Indenture or the Resolutions.
6. The Bank of New York is hereby designated and appointed as Paying
Agent and Securities Registrar with respect to the Notes.
7. Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings assigned thereto in the Indenture.
-4-
<PAGE>
IN WITNESS WHEREOF, on behalf of the Corporation, the undersigned
Authorized Officers of the Corporation have executed this Officers' Certificate
as of this 8th day of December, 1997.
CASE CREDIT CORPORATION
By: /s/ KENNETH R. GANGL
-------------------------
Name: Kenneth R. Gangl
Title: President and Chief
Executive Officer
By: /s/ ROBERT A. WEGNER
---------------------------
Name: Robert A. Wegner
Title: Vice President and
Chief Financial
Officer
-5-
<PAGE>
EXHIBIT 4.4
CASE CREDIT CORPORATION
OFFICERS' CERTIFICATE
and
COMPANY ORDER
With respect to the proposed issuance and sale by Case Credit Corporation
(the "Company") from time to time of up to $550,000,000 aggregate principal
amount of the Company's Medium-Term Notes, Series A due from 9 months to 30
years from date of issue (the "Notes"), on behalf of the Company, Kenneth R.
Gangl and Peter Hong, the undersigned officers of the Company, certify pursuant
to Sections 2.1, 3.1 and 3.3 of the Indenture, dated as of October 1, 1997 (the
"Indenture"), between the Company and The Bank of New York, as Trustee (the
"Trustee"), as follows:
1. We have read Sections 2.1, 3.1 and 3.3 of the Indenture and the
definitions therein relating thereto, reviewed the resolutions of the
Board of Directors of the Company adopted on September 15, 1997
(attached as Exhibit C to the Secretary's Certificate of Case Credit
Corporation of even date herewith, the "Resolutions"), reviewed the
Actions of the Authorized Officers of Case Credit Corporation, dated
December 8, 1997 (attached as Exhibit D to the Secretary's Certificate
of Case Credit Corporation of even date herewith, the "Actions of the
Authorized Officers"), conferred with executive officers of the
Company and, in our opinion, made such other examinations and
investigations as are necessary to enable us to express an informed
opinion as to whether Sections 2.1, 3.1 and 3.3 of the Indenture have
been complied with.
2. Based on the above-described examinations and investigations, in our
opinion, all conditions precedent relating to the authentication and
delivery of the Notes, including those conditions under Sections 2.1,
3.1 and 3.3 of the Indenture, have been complied with.
3. The forms and terms of the Notes were established pursuant to the
Actions of the Authorized Officers and the Resolutions.
In accordance with the provisions of Section 3.3 of the Indenture, the
Trustee is hereby authorized and requested to authenticate from time to time
Notes in an aggregate principal amount not to exceed $550,000,000, and to
deliver such Notes in the manner set forth in the Indenture and the Medium-Term
Notes, Series A Administrative Procedures (as the same may be amended, modified
or revised from time to time) attached as Exhibit B to the
<PAGE>
Distribution Agreement, dated as of December 8, 1997, by and among the Company
and J.P. Morgan Securities Inc., Chase Securities Inc. and Citicorp Securities,
Inc., upon receipt of instructions therefor from any one or more of the
following: the Company's Chairman of the Board, President and Chief Executive
Officer or Chief Financial Officer. Such instructions, which will include the
specific terms of the Notes, shall be transmitted to you by telephone (promptly
confirmed in writing) or by facsimile transmission. Notes to be completed,
authenticated and delivered upon original issuance from time to time shall be in
the forms of the Fixed Rate Note and Floating Rate Note attached hereto as
Exhibits A and B, respectively, or in such other forms as hereafter may be
designated.
Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings assigned thereto in the Indenture.
-2-
<PAGE>
IN WITNESS WHEREOF, on behalf of the Company, the undersigned have executed
this Officers' Certificate and Company Order as of this 8th day of December,
1997.
CASE CREDIT CORPORATION
By: /s/ KENNETH R. GANGL
----------------------------
Name: Kenneth R. Gangl
Title: President and
Chief Executive Officer
By: /s/ PETER HONG
----------------------------
Name: Peter Hong
Title: Treasurer
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<PAGE>
EXHIBIT 4.5
MEDIUM-TERM NOTES
CALCULATION AGENCY AGREEMENT
BETWEEN
CASE CREDIT CORPORATION
AND
THE BANK OF NEW YORK
DATED AS OF DECEMBER 8, 1997
Case Credit Corporation (the "Corporation") proposes to issue and sell
certain of its securities designated as Medium-Term Notes, Series A (the
"Notes"). The Notes will be offered on a continuing basis by the Corporation
through J.P. Morgan Securities Inc., Chase Securities Inc. and Citicorp
Securities, Inc., as agents (the "Agents"). The Notes are to be issued under an
Indenture (the "Indenture") dated as of October 1, 1997, between the
Corporation and The Bank of New York, as Trustee (the "Trustee"). The Notes are
to be distributed pursuant to the terms of a Distribution Agreement dated as of
December 8, 1997 (the "Distribution Agreement"), between the Corporation and the
Agents. Terms used but not defined herein shall have the meanings assigned to
them in the Prospectus, dated October 16, 1997, and the Prospectus Supplement
thereto, dated December 8, 1997, relating to the Notes.
For the purpose of appointing an agent to calculate the interest rate based
on the CD Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the
Prime Rate, the CMT Rate, the Treasury Rate or such other Interest Rate Basis as
is set forth in the applicable Pricing Supplement, as applicable, on the Notes
bearing interest at a rate calculated with reference to such Interest Rate Basis
(the "Floating Rate Notes"), the Corporation and The Bank of New York agree as
follows:
1. Upon the terms and subject to the conditions contained herein, the
Corporation hereby appoints The Bank of New York as its agent (in such capacity,
the "Calculation Agent") for the purpose of calculating the interest rates on
the Notes in the manner and at the times provided in the Floating Rate Notes,
the Prospectus Supplement and the related Pricing Supplements.
2. The Calculation Agent shall exercise due care to determine the
interest rates on the Floating Rate Notes and shall communicate the same to the
Corporation, the Trustee, The Depository Trust Company and any paying agent
identified to it in writing as soon as practicable after each determination.
The Calculation Agent will, upon the request of the holder of any Floating Rate
Note, provide the interest rate then in effect with respect to such Floating
Rate Note and, if determined, the interest rate with respect to such Floating
Rate Note which will become effective on the next Interest Reset Date. The
Calculation Agent and the Corporation agree to comply with the Administrative
Procedures attached hereto as Exhibit A. No amendment to the provisions of the
Administrative Procedures relating to the duties or obligations of the
Calculation Agent hereunder
<PAGE>
may become effective without the prior written consent of the Calculation Agent,
which consent shall not be unreasonably withheld.
3. The Calculation Agent accepts its obligations set forth herein, upon
the terms and subject to the conditions hereof, including the following, to all
of which the Corporation agrees:
(a) The Calculation Agent shall be entitled to such compensation as
may be agreed upon with the Corporation for all services rendered by the
Calculation Agent, and the Corporation promises to pay such compensation and to
reimburse the Calculation Agent for the reasonable out-of-pocket expenses
(including attorneys' and other professionals' fees and expenses) incurred by it
in connection with the services rendered by it hereunder upon receipt of such
invoices as the Corporation shall reasonably require. The Corporation also
agrees to indemnify the Calculation Agent for, and to hold it harmless against,
any and all loss, liability, damage, claim or expense (including the costs and
expenses of defending against any claim of liability) incurred by the
Calculation Agent that arises out of or in connection with its accepting
appointment as, or acting as, Calculation Agent hereunder, except such as may
result from the negligence, willful misconduct or bad faith of the Calculation
Agent or any of its agents or employees. The Calculation Agent shall incur no
liability and shall be indemnified and held harmless by the Corporation for, or
in respect of, any actions taken, omitted to be taken or suffered to be taken in
good faith by the Calculation Agent in reliance upon (i) the opinion or advice
of legal or other professional advisors satisfactory to it or (ii) written
instructions from the Corporation. The Calculation Agent shall not be liable for
any error resulting from the use of or reliance on a source of information used
in good faith and with due care to calculate any interest rate hereunder. The
provisions of this Section shall survive the termination of this Agreement.
(b) In acting under this Agreement and in connection with the Floating
Rate Notes, the Calculation Agent is acting solely as agent of the Corporation
and does not assume any obligations or relationship of agency or trust for or
with any of the owners or holders of the Notes.
(c) The Calculation Agent shall be protected and shall incur no
liability for or in respect of any action taken or omitted to be taken or
anything suffered by it in reliance upon the terms of the Notes, any notice,
direction, certificate, affidavit, statement or other paper, document or
communication reasonably believed by it to be genuine and to have been approved
or signed by the proper party or parties.
(d) The Calculation Agent, its officers, directors, employees and
shareholders may become the owners of, or acquire any interest in, any Notes,
with the same rights that it or they would have it were not the Calculation
Agent, and may engage or be interested in any financial or other transaction
with the Corporation as freely as if it were not the Calculation Agent.
(e) Neither the Calculation Agent nor its officers, directors,
employees, agents or attorneys shall be liable to the Corporation for any act or
omission hereunder, or for any error of judgment made in good faith by it or
them, except in the case of its or their negligence or willful misconduct.
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<PAGE>
(f) The Calculation Agent may consult with counsel, and the written
advice of such counsel or any opinion of counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.
(g) The Calculation Agent shall be obligated to perform such duties
and only such duties as are herein specifically set forth, and no implied duties
or obligations shall be read into this Agreement against the Calculation Agent.
(h) Unless herein otherwise specifically provided, any order,
certificate, notice, request, direction or other communication from the
Corporation made or given by it under any provision of this Agreement shall be
sufficient if signed by any officer of the Corporation.
(i) The Calculation Agent may, upon obtaining the prior written
consent of the Corporation, perform any duties hereunder either directly or by
or through agents or attorneys, and the Calculation Agent shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder.
(j) The Corporation will not, without first obtaining the prior
written consent of the Calculation Agent, make any change to the Notes in the
forms filed as exhibits to the Corporation's Form 8-K dated on or about December
11, 1997 if such change would materially and adversely affect the Calculation
Agent's duties and obligations under this Agreement.
4. (a) The Calculation Agent may at any time resign as Calculation Agent
by giving written notice to the Corporation of such intention on its part,
specifying the date on which its desired resignation shall become effective;
provided, however, that such date shall never be earlier than 30 days after the
receipt of such notice by the Corporation, unless the Corporation agrees to
accept less notice. The Calculation Agent may be removed at any time by the
filing with it of any instrument in writing signed on behalf of the Corporation
and specifying such removal and the date when it is intended to become
effective. Such resignation or removal shall take effect upon the date of the
appointment by the Corporation, as hereinafter provided, of a successor
Calculation Agent. If, within 30 days after notice of resignation or removal has
been given, a successor Calculation Agent has not been appointed, the
Calculation Agent may, at the expense of the Corporation, petition a court of
competent jurisdiction to appoint a successor Calculation Agent. A successor
Calculation Agent shall be appointed by the Corporation by an instrument in
writing signed on behalf of the Corporation and the successor Calculation Agent.
Upon the appointment of a successor Calculation Agent and acceptance by it of
such appointment, the Calculation Agent so superseded shall cease to be such
Calculation Agent hereunder. Upon its resignation or removal, the Calculation
Agent shall be entitled to the payment by the Corporation of its compensation,
if any is owed to it, for services rendered hereunder and to the reimbursement
of all reasonable out-of-pocket expenses incurred in connection with the
services rendered by it hereunder.
(b) Any successor Calculation Agent appointed hereunder shall execute
and deliver to its predecessor and to the Corporation an instrument accepting
such appointment
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<PAGE>
hereunder, and thereupon such successor Calculation Agent, without any further
act, deed or conveyance, shall become vested with all the authority, rights,
powers, trusts, immunities, duties and obligations of such predecessor with like
effect as if originally named as such Calculation Agent hereunder, and such
predecessor, upon payment of its charges and disbursements then unpaid, shall
thereupon become obliged to transfer and deliver, and such successor Calculation
Agent shall be entitled to receive, copies of any relevant records maintained by
such predecessor Calculation Agent.
(c) Any corporation into which the Calculation Agent may be merged, or
any corporation with which the Calculation Agent may be consolidated, or any
corporation resulting form any merger or consolidation to which the Calculation
Agent shall sell or otherwise transfer all or substantially all of its corporate
trust assets or business shall, to the extent permitted by applicable law and
provided that it shall be a nationally recognized financial firm or institution
having an established place of business in The City of New York, be the
successor Calculation Agent under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties hereto. Notice
of any such merger, consolidation or sale shall forthwith be given to the
Corporation and the Trustee.
5. Any notice required to be given hereunder shall be delivered in
person, sent by letter or telecopy or communicated by telephone (subject, in the
case of communication by telephone, to confirmation dispatched within twenty-
four hours by letter or by telecopy), in the case of the Corporation, 233 Lake
Avenue, Racine, Wisconsin 53403, telephone: (414) 636-6011, telecopy: (414) 636-
6466, Attention: Treasurer, in the case of The Bank of New York, to Corporate
Trust Trustee Administration, 101 Barclay Street, New York, New York 10286,
telephone: (212) 815-5783, telecopy: (212) 815-5915 and, in the case of The
Depository Trust Company, to Manager Announcements, Dividend Department, The
Depository Trust Company, 7 Hanover Square - 22nd Floor, New York, New York
10004, telecopy: (212) 709-1264 or (212) 709-1263, or to any other address of
which any party shall have notified the others in writing as herein provided.
Any notice hereunder given by telephone, telecopy or letter shall be deemed to
be received when in the ordinary course of transmission or post, as the case may
be, it would be received.
6. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to conflicts of laws
principles thereof.
7. This Agreement may be executed by each of the parties hereto in any
number of counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all such counterparts shall
together constitute one and the same agreement.
8. In the event of any conflict relating to the rights or obligations of
the Calculation Agent in connection with the calculation of the interest rate on
the Floating Rate Notes, the relevant terms of this Agreement shall govern such
rights and obligations.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
CASE CREDIT CORPORATION
By: /s/ ROBERT A. WEGNER
-------------------------------------
Title: Vice President and Chief
Financial Officer
THE BANK OF NEW YORK
By: /s/ MARY LAGUMINA
-------------------------------------
Title: Assistant Vice President
5
