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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 33-80775-01
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CASE CREDIT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0394710
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
233 LAKE AVE., RACINE, WI 53403
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (414) 636-6011
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, par value $5.00 per share: 200 shares outstanding as of June
30, 1998.
The registrant meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format permitted by General Instruction H of Form 10-Q.
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TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Part I--Financial Information
Case Credit Corporation and Subsidiaries
Statements of Income................................................... 3
Balance Sheets......................................................... 4
Statements of Cash Flows............................................... 5
Statements of Changes in Stockholder's Equity.......................... 6
Notes to Financial Statements.......................................... 7
Management's Analysis of Results of Operations......................... 9
Part II--Other Information
Item 1. Legal Proceedings................................................ *
Item 2. Changes in Securities............................................ *
Item 3. Defaults Upon Senior Securities.................................. *
Item 4. Submission of Matters to a Vote of Security Holders.............. *
Item 5. Other Information................................................ *
Item 6. Exhibits and Reports on Form 8-K................................. 10
</TABLE>
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* No response to this item is included herein for the reason that it is
inapplicable, is not required pursuant to General Instruction H of Form 10-
Q, or the answer to such item is negative.
2
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PART I
FINANCIAL INFORMATION
CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX
THREE MONTHS MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
-------------- ---------
1998 1997 1998 1997
------ ------ ---- ----
<S> <C> <C> <C> <C>
Revenues:
Finance income earned on retail notes and finance
leases.............................................. $ 32 $ 24 $62 $46
Interest income from Case Corporation................ 5 4 10 10
Net gain on retail notes sold........................ 13 13 33 33
Securitization and servicing fee income.............. 13 11 22 22
Lease income on operating leases..................... 15 8 26 14
Other income......................................... 2 -- 3 1
------ ------ --- ---
Total revenues..................................... 80 60 156 126
Expenses:
Interest expense..................................... 31 22 60 44
Operating expenses:
Fees charged by Case Corporation..................... 6 5 12 10
Administrative and operating expenses................ 5 3 8 5
Provision for credit losses.......................... -- -- 1 --
Depreciation of equipment on operating leases........ 9 5 16 9
Other................................................ 2 -- 2 1
------ ------ --- ---
Total operating expenses........................... 22 13 39 25
------ ------ --- ---
Total expenses..................................... 53 35 99 69
------ ------ --- ---
Income before taxes.................................... 27 25 57 57
Income tax provision................................... 9 8 20 18
------ ------ --- ---
Net income............................................. $ 18 $ 17 $37 $39
====== ====== === ===
</TABLE>
The accompanying notes to financial statements are an integral part of these
Statements of Income.
3
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CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 1998 AND DECEMBER 31, 1997
(IN MILLIONS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
ASSETS 1998 1997
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<S> <C> <C>
Cash and cash equivalents................................ $ 21 $ 67
Retail notes and finance leases.......................... 2,049 1,733
Due from Trusts.......................................... 296 267
------ ------
Total receivables.................................... 2,345 2,000
Allowance for credit losses.............................. (21) (22)
------ ------
Total receivables--net............................... 2,324 1,978
Affiliated receivables................................... -- 67
Equipment on operating leases, at cost................... 393 209
Accumulated depreciation................................. (42) (30)
------ ------
Net equipment on operating leases.................... 351 179
Property and equipment, at cost.......................... 4 4
Accumulated depreciation................................. (1) (1)
------ ------
Net property and equipment........................... 3 3
Other assets............................................. 143 68
------ ------
Total................................................ $2,842 $2,362
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<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
<S> <C> <C>
Short-term debt.......................................... $1,357 $1,147
Accounts payable and other accrued liabilities........... 67 64
Affiliated payables...................................... -- 39
Deposits withheld from dealers........................... 17 18
Long-term debt........................................... 1,008 735
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Total liabilities.................................... 2,449 2,003
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Minority Interest........................................ 2 2
Stockholder's equity:
Common Stock, $5 par value, 200 shares authorized,
issued and outstanding................................ -- --
Paid-in capital........................................ 244 244
Cumulative translation adjustment...................... (19) (16)
Retained earnings...................................... 166 129
------ ------
Total stockholder's equity........................... 391 357
------ ------
Total................................................ $2,842 $2,362
====== ======
</TABLE>
The accompanying notes to financial statements are an integral part of these
Balance Sheets.
4
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CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(IN MILLIONS)
(UNAUDITED)
<TABLE>
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SIX MONTHS
ENDED JUNE 30,
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1998 1997
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Operating activities:
Net income................................................. $ 37 $ 39
Adjustments to reconcile net income to net cash provided
(used) by operating activities:
Depreciation and amortization............................ 17 10
Deferred income tax expense.............................. -- (2)
Net gain on retail notes sold............................ (33) (33)
Changes in components of working capital:
(Increase) decrease in other assets.................... (76) (14)
Increase (decrease) in accounts payables and other
accrued liabilities................................... (36) (20)
Other, net............................................. (10) --
------- -------
Net cash provided (used) by operating activities..... (101) (20)
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Investing activities:
Cost of receivables acquired............................... (1,486) (1,238)
Collections of receivables................................. 513 241
Proceeds from sales of receivables......................... 727 789
Investments in joint ventures.............................. 1 --
Purchase of equipment on operating leases.................. (189) (51)
Expenditures for property and equipment.................... -- (1)
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Net cash provided (used) by investing activities..... (434) (260)
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Financing activities:
Proceeds from issuance of long-term debt................... 279 --
Net increase (decrease) in short-term debt and revolving
credit facilities......................................... 210 335
Capital contributions from Case Corporation................ -- 20
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Net cash provided (used) by financing activities..... 489 355
------- -------
Increase (decrease) in cash and cash equivalents............. (46) 75
Cash and cash equivalents, beginning of period............... 67 17
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Cash and cash equivalents, end of period..................... $ 21 $ 92
======= =======
Cash paid during the period for interest..................... $ 52 $ 43
======= =======
Cash paid during the period for taxes........................ $ 26 $ 19
======= =======
</TABLE>
The accompanying notes to financial statements are an integral part of these
Statements of Cash Flows.
5
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CASE CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(IN MILLIONS)
(UNAUDITED)
<TABLE>
<CAPTION>
CUMULATIVE
COMMON PAID IN TRANSLATION RETAINED
STOCK CAPITAL ADJUSTMENT EARNINGS TOTAL
------ ------- ----------- -------- -----
<S> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1996........... $ -- $199 $ (6) $ 47 $240
Net income......................... -- -- -- 82 82
Translation adjustment............. -- -- (10) -- (10)
Capital contributions from Case.... -- 45 -- -- 45
----- ---- ---- ---- ----
BALANCE, DECEMBER 31, 1997........... -- 244 (16) 129 357
Net income......................... -- -- -- 37 37
Translation adjustment............. -- -- (3) -- (3)
----- ---- ---- ---- ----
BALANCE, JUNE 30, 1998............... $ -- $244 $(19) $166 $391
===== ==== ==== ==== ====
</TABLE>
The accompanying notes to financial statements are an integral part of these
Statements of Changes in Stockholder's Equity.
6
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CASE CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The accompanying financial statements reflect the consolidated results of
Case Credit Corporation and its subsidiaries ("Case Credit" or the "Company").
All significant intercompany transactions have been eliminated in
consolidation.
In the opinion of management, the accompanying unaudited financial
statements of Case Credit contain all adjustments which are of a normal
recurring nature necessary to present fairly the financial position as of June
30, 1998, and the results of operations, changes in shareholder's equity and
cash flows for the periods indicated. It is suggested that these interim
financial statements be read in conjunction with the financial statements and
the notes thereto included in the Company's 1997 Annual Report on Form 10-K
for the year ended December 31, 1997. Interim financial results are not
necessarily indicative of operating results for an entire year.
Certain reclassifications have been made to conform the prior years'
financial statements to the 1998 presentation.
(2) ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." This
statement establishes standards for the reporting and display of comprehensive
income and its components. Components of comprehensive income include net
income and all other non-owner changes in equity. SFAS No. 130 requires that
an enterprise classify items of comprehensive income by their nature in a
financial statement for the period in which they are recognized. For interim
reporting, the Company has chosen to disclose comprehensive income in the
Notes to Financial Statements. See Note 6, "Comprehensive Income."
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. This statement must be adopted no later than January 1,
2000, although earlier application is permitted. The Company is currently
evaluating the impact of adopting SFAS No. 133.
Effective January 1, 1998, the Company adopted Statement of Position ("SOP")
No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use." The Company's accounting for costs of computer software
developed or obtained for internal use is consistent with the guidelines
established in the SOP and, as a result, the adoption of this statement had no
material effect on the Company's financial position or results of operations.
The Company will adopt SOP No. 98-5, "Reporting on the Costs of Start-Up
Activities," effective January 1, 1999. Adoption of this statement will have
no material effect on the Company's financial position or results of
operations.
(3) ASSET-BACKED SECURITIZATIONS
During the first half of 1998, limited-purpose business trusts organized by
Case Credit issued $766 million of asset-backed securities to outside
investors, of which $50 million was issued pursuant to a private placement. As
of June 30, 1998, Case Credit has sold $753 million of U.S. and Canadian
retail notes to the trusts in connection with these issuances. Case Credit
will sell the remaining retail notes to the trusts as receivables are
generated. During the first half of 1997, limited-purpose business trusts
organized by Case Credit issued $830 million of asset-backed securities to
outside investors. As of June 30, 1997, Case Credit had sold $822 million of
U.S. and Canadian retail notes to the trusts in connection with these
issuances. The proceeds from the sale of the retail notes were used to repay
outstanding debt and to finance additional receivables.
7
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CASE CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)
(4) LONG-TERM DEBT
During the first quarter of 1998, Case Credit issued $279 million of its
medium-term notes, with maturities of two to three years and interest rates
ranging from 5.84% to 6.0%, as part of the Company's $550 million medium-term
note program. Case Credit established this medium-term note program during the
fourth quarter of 1997 pursuant to a shelf registration statement filed with
the Securities and Exchange Commission in September 1997. The net proceeds
from the offerings will be used to fund Case Credit's growth initiatives and
for other corporate purposes, including repayment of indebtedness.
(5) INCOME TAXES
On a consolidated basis, the Company's 1998 year-to-date effective tax rate
of 35% was equal to the U.S. statutory rate. The Company's June 1997 year-to-
date effective tax rate of 32% was lower than the U.S. statutory rate
primarily due to reductions in the tax valuation reserves in certain foreign
jurisdictions offset by state income taxes and foreign income taxed at
different rates.
(6) COMPREHENSIVE INCOME
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." The components of comprehensive income for the three
and six months ended June 30, 1998 and 1997, are as follows (in millions):
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
--------------- -------------
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Net income.............................. $ 18 $ 17 $ 37 $ 39
Translation adjustment, net of taxes.... (5) (2) (3) (3)
------ ------ ----- -----
Comprehensive income.................... $ 13 $ 15 $ 34 $ 36
====== ====== ===== =====
</TABLE>
(7) OTHER MATTERS
During the second quarter of 1998, Case Corporation announced the creation
of Case Capital Corporation, a broad-based financing company for the global
marketplace. Case Capital Corporation will include separate businesses that
offer loans and leases for construction, agriculture and other industries;
commercial lending within equipment industries; multiple lines of insurance
products and private label credit cards.
(8) SUBSEQUENT EVENTS
Case Credit established a $550 million medium-term note program during the
fourth quarter of 1997 pursuant to a shelf registration statement filed with
the Securities and Exchange Commission in September 1997. The medium-term note
program was increased to $1 billion pursuant to a shelf registration statement
filed with the Securities and Exchange Commission in May 1998. During the
third quarter, and as of the date of this filing, Case Credit has issued $350
million of its fixed and floating rate medium-term notes under this program,
with maturities of two to three years and interest rates ranging from 5.9% to
6.1%. The net proceeds from the offerings will be used to fund Case Credit's
growth initiatives and for other corporate purposes, including repayment of
indebtedness.
8
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CASE CREDIT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S ANALYSIS OF RESULTS OF OPERATIONS
Six Months Ended June 30, 1998 vs. Six Months Ended June 30, 1997
NET INCOME
Net income for the first six months of 1998 was $37 million as compared to
$39 million for the first six months of 1997. The $2 million decrease in year-
over-year net income is primarily due to increased interest expense as a
result of higher average on-book receivables, as well as increased
depreciation of equipment on operating leases. These amounts were partially
offset by higher earnings as a result of increased levels of on-balance-sheet
receivables, including higher lease income from operating leases.
REVENUES
Case Credit reported total revenues of $156 million for the first six months
of 1998 and $126 million for the first six months of 1997. Finance income
earned on retail notes and finance leases increased to $62 million in the
first six months of 1998 as compared to $46 million for the same period in
1997, primarily due to increased levels of on-balance-sheet receivables. In
addition, operating lease income increased $12 million to a total of $26
million for the first six months of 1998, reflecting the growth in Case
Credit's operating lease portfolio.
EXPENSES
Interest expense for the first six months of 1998 was $60 million, up $16
million from the $44 million reported in the first six months of 1997. The
increase in interest expense resulted from higher average debt levels during
the first six months of 1998 as compared to the first six months of 1997,
primarily due to the growth in Case Credit's on-balance-sheet receivables and
increased equipment on operating leases.
Operating expenses increased $14 million to a total of $39 million in the
second quarter of 1998 as compared to the first six months of 1997. This
increase primarily resulted from higher year-over-year depreciation expense
for equipment on operating leases relating to Case Credit's larger operating
lease portfolio, as well as higher operating expenses in support of Case
Credit's growth initiatives.
SERVICED PORTFOLIO
During the first six months of 1998, Case Credit's serviced portfolio of
receivables increased 23% over the same time last year to a record $5.8
billion. Growth in the first six months resulted from Case Credit's focus on
new markets and new products, including retail financing through Case Credit's
European joint venture, Case Credit Europe S.A.S. Gross receivables originated
in the first six months of 1998 increased 36% to $2.1 billion versus the same
period in 1997. During the first six months of 1998, limited-purpose business
trusts organized by Case Credit issued $766 million of asset-backed securities
to outside investors, of which $50 million was issued pursuant to a private
placement. Case Credit has sold $753 million of U.S. and Canadian retail notes
to the trusts in connection with these issuances. During the first six months
of 1997, Case Credit issued $830 million of asset-backed securities to outside
investors. Case Credit had sold $822 million of U.S. and Canadian retail notes
to the trusts in connection with these issuances. The proceeds from the sale
of the retail notes were used to repay outstanding debt and to finance
additional receivables.
INTEREST RATE RISK MANAGEMENT
The Company uses derivative financial instruments to manage its interest
rate exposures. Case Credit does not hold or issue financial instruments for
trading purposes. For information regarding Case Credit's interest rate risk
management, reference is made to Item 7 and Note 7 to the Case Credit
Financial Statements in the Company's 1997 Annual Report on Form 10-K. There
has been no material change in the Company's market risk exposures that affect
the quantitative and qualitative disclosures as presented as of December 31,
1997.
9
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PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
A list of the exhibits included as part of this Form 10-Q is set forth in the
Index to Exhibits that immediately precedes such exhibits, which is
incorporated herein by reference.
(b) Reports on Form 8-K.
Case Credit Corporation did not file any Current Reports on Form 8-K during
the quarter ended June 30, 1998.
10
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SIGNATURE
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 THEREUNTO DULY AUTHORIZED.
Case Credit Corporation
/s/ Robert A. Wegner
By __________________________________
Robert A. Wegner
Vice President and
Chief Financial Officer
(Principal Financial Officer and
Authorized Signatory for Case
Credit Corporation)
Date: August 13, 1998
11
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EXHIBIT INDEX
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<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NUMBERS
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<C> <S> <C>
4(a) Resolutions of the Board of Directors of Case Credit
Corporation authorizing the public offering of debt se-
curities of Case Credit Corporation in an aggregate
principal amount of up to $1,000,000,000.
4(b) Form of Medium-Term Note, Series B (Fixed Rate) due
from 9 months to 30 years from the date of issue.
4(c) Form of Medium-Term Note, Series B (Floating Rate) due
from 9 months to 30 years from the date of issue.
4(d) Action of Authorized Officers of Case Credit Corpora-
tion, dated July 27, 1998, establishing the Medium-Term
Notes, Series B.
4(e) Officers' Certificate and Company Order of Case Credit
Corporation, dated July 27, 1998, related to the Medi-
um-Term Notes, Series B.
10 Calculation Agency Agreement, dated as of July 27,
1998, between Case Credit Corporation and The Bank of
New York.
12 Computation of Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
</TABLE>
12
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Exhibit 4(a)
CASE CREDIT CORPORATION
Consent of Directors
--------------------
Pursuant to Section 141(f) of the
---------------------------------
General Corporation Law of the State of Delaware
------------------------------------------------
The undersigned, being all of the Directors of CASE CREDIT CORPORATION, a
Delaware corporation (the "Company"), pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, DO HEREBY CONSENT to the adoption of,
and DO HEREBY ADOPT, the following resolutions:
SHELF REGISTRATION OF
UP TO $1,000,000,000 OF DEBT SECURITIES
WHEREAS, it may be advisable and in the best interests of the Company to
effect public offering(s) of debt securities of, or guaranteed by, the Company
in an aggregate principal amount resulting in gross proceeds to the Company of
up to a maximum of $1,000,000,000 on terms to be determined as hereafter
provided; and
WHEREAS, on September 15, 1997, the Board of Directors of the Company
adopted resolutions (the "1997 Resolutions") authorizing the filing of a
Registration Statement on Form S-3 (Registration Statement No. 333-35815) (the
"1997 Registration Statement") for the issuance of up to a maximum of
$700,000,000 of debt securities, and the Company currently has $270,800,000
remaining available for issuance under such registration;
NOW, THEREFORE, BE IT RESOLVED as follows:
A. GENERAL AUTHORIZATION
RESOLVED, that the Company is hereby authorized: (a) to effect public
offering(s) of debt securities of, or guaranteed by, the Company in an aggregate
principal amount resulting in gross proceeds to the Company of up to
$1,000,000,000 on terms established in accordance with these resolutions, which
debt securities may be denominated in foreign currencies or foreign currency
units or issued at original issue discount and, to the extent issued at original
issue discount or denominated in, purchased for or payable in foreign currencies
or foreign currency units, shall be that principal amount as may result in the
initial offering prices to the public aggregating up to $1,000,000,000
(determined in the case of foreign currencies or foreign currency units by
reference to the equivalent in United States dollars at the time of offering);
(b) to issue one or more series of Debentures, Notes and other evidences of
indebtedness to evidence the indebtedness authorized by or pursuant to these
resolutions having terms established in accordance with these resolutions (and
<PAGE>
all Debentures, Notes and other evidences of indebtedness which shall actually
be issued or guaranteed by the Company pursuant to such authorization are herein
collectively called the "Debt Securities"); and (c) to enter into an indenture
and fiscal and paying agency agreements governing the Debt Securities (and any
supplement thereto) having terms established in accordance with these
resolutions (and such indenture and any such fiscal or paying agency agreements
(and any supplement thereto) governing the Debt Securities into which the
Company shall actually enter are herein collectively called the "Indenture").
B. TRANSACTION TERMS
RESOLVED, that Theodore R. French, the Chairman of the Board of the
Company, Kenneth R. Gangl, the President and Chief Executive Officer of the
Company, and Robert A. Wegner, the Vice President and Chief Financial Officer of
the Company (each of such officers being an "Authorized Officer"), are each
hereby authorized to determine: (a) the terms of the Indenture and the bank or
trust company which shall serve as trustee under the Indenture; (b) the entity
which shall serve as paying agent under the Indenture; (c) the terms of each
series of Debt Securities to be issued by the Company under the Indenture
(including but not limited to the aggregate principal amount of debt to be
represented by those Debt Securities, the rate at which interest shall accrue on
those Debt Securities (including but not limited to any default rate, or, if
Debt Securities are issued with original issue discount, the rate of accretion
thereon), the time(s) at which payment(s) of principal shall become due on those
Debt Securities and the amount of each payment, the dates on which interest on
the Debt Securities is to be paid, the extent of the Company's right to make
prepayments of amounts owed on those Debt Securities and the amount of the
premium (if any) which may be payable in connection with any such prepayment, or
to extend the maturity thereof); (d) whether the Company shall enter into any
supplement to the Indenture (including but not limited to any supplement
establishing the terms of any series of Debt Securities) and the terms of any
such supplement; (e) the price at which the Debt Securities shall be sold; (f)
if other than United States dollars, any currency or currency unit in which the
securities are to be denominated, or which is to be received in payment or in
which principal or interest, if any, is to be payable; (g) all other terms
governing the sale of the Debt Securities (including whether and to what extent
the Debt Securities shall be sold under firm commitment underwriting
arrangements, sold directly to investment bankers for subsequent public sale,
sold pursuant to best efforts arrangements, sold in private placement, sold
through agents, sold in the U.S. market or sold in the Euromarket or any other
overseas securities market); (h) in connection with any firm commitment
underwriting, the underwriters to be utilized, the underwriting discount and
other fees applicable to such underwriting, the indemnification and contribution
arrangements to be made by the Company in connection with such underwriting and
all other terms governing such underwriting; (i) in connection with any medium
term note program, the agents to be utilized, the agents' discounts or
commissions, the indemnification and contribution arrangements to be made by the
Company in connection with such program and all other terms governing such
program; (j) the exchange or exchanges (if any) on which the Debt Securities
shall be listed and the terms of any such listing; (k) the terms upon which the
Debt Securities may be registered, qualified or otherwise cleared under the
Federal and state securities laws; (l) whether the Debt Securities shall be
senior or subordinated to other debt of the Company; (m) whether the Debt
-2-
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Securities are to be in definitive or book entry form and, if the latter, the
depository with respect to the Debt Securities and (n) any other actions which
the Company may take relating to the Debt Securities;
RESOLVED, that the yield to maturity of any issue of Debt Securities
authorized by any of the Authorized Officers shall (i) in the case of Debt
Securities having a fixed interest rate, not exceed 350 basis points above the
yield to maturity on debt issued by the United States Treasury having a
comparable maturity (provided, however, that in selecting debt of the United
States Treasury with a comparable maturity for purposes of making this
determination, if more than one issue of the United States Treasury has a
comparable maturity date, the issue whose coupon rate is nearest its yield to
maturity shall be the issue selected), or (ii) in the case of Debt Securities
having a floating interest rate, on the basis of the initial interest rate
established, not exceed 150 basis points above the LIBOR rate maturing on
periodic dates equal or substantially comparable to the periods for which such
rate is established (in making the foregoing determinations pursuant to clause
(i) or (ii) above, such Authorized Officers may rely upon quotations of debt
issued by the United States Treasury furnished to it by such persons as they may
elect in their sole judgment and all determinations made by such Authorized
Officers as to the terms of the Debt Securities being issued in accordance with
this resolution shall be final and conclusive in all respects and binding on the
Company);
C. IMPLEMENTATION ACTIONS
RESOLVED, that any officer of the Company is hereby authorized to cause the
Company to take any action which such officer shall deem to have been authorized
in or pursuant to these resolutions (which are herein collectively called
"Implementing Actions") including but not limited to: (a) the filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement under the Securities Act of 1933, as amended, and such pre-effective
and post-effective amendments to such Registration Statement and the 1995
Registration Statement as such officer may deem appropriate and, including after
the effective date of the Registration Statement, any supplements to the
prospectus filed as part of the Registration Statement and the 1995 Registration
Statement which such officer may deem necessary or appropriate; (b) the
execution and filing with the Commission of an application for the registration
of the Debt Securities under the Securities under the Securities Exchange Act of
1934, as amended, if necessary, and all additional instruments and documents
which may be necessary to effectuate such registration; (c) the execution and
filing of a Listing Application for the listing of the Debt Securities on any
stock exchange on which such officer deems such Debt Securities should be listed
and any related Indemnity Agreement or other documentation which such officer
may deem desirable and the appearance before the Committee on Stock Lists (or
other similar body) of any such exchange, and such other acts as such officer
may deem necessary to conform with the requirements for listing the Debt
Securities on any such exchange; (d) the qualification of the Indenture under
the Trust Indenture Act of 1939, as amended; (e) the execution of letters of
representation or other submissions to a depository with respect to book entry
securities; and (f) the execution and filing with the appropriate state agencies
of all requisite instruments, records and documents, including but not limited
to applications, reports, surety bonds, irrevocable consents and appointments of
attorneys for service of process and any
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<PAGE>
other action which such officer shall deem desirable to comply with the
applicable laws of any state or other jurisdiction of the United States of
America governing the qualification or registration for sale of all or part of
the Debt Securities;
RESOLVED, that each officer and director of the Company who may be required
to execute such Registration Statements or any amendments thereto is hereby
authorized to execute a Power of Attorney appointing Theodore R. French, Kenneth
R. Gangl and Robert A. Wegner, and each of them severally, his true and lawful
attorney to execute in his name, place and stead, in his capacity as director or
officer, or both as the case may be such Registration Statements, and any and
all amendments and post effective amendments thereto, and all instruments
necessary or incidental in connection therewith and to file the same with the
Commission. Such attorney shall have power to act hereunder and shall have full
power and authority to do and perform in the name and on behalf of each of such
directors or officers, or both as the case may be, every act whatsoever
requisite or necessary to be done in the premises, which each of such officers
or directors, or both, might or could do in person;
D. STATES SECURITIES REGISTRATION
RESOLVED, that any officer of the Company is hereby authorized to take any
and all action which such officer may deem necessary or appropriate in order to
effect the registration or qualification of part or all of the Debt Securities
for offer and sale under the securities or Blue Sky laws of those states and
other jurisdictions in which such officer determines such registration or
qualification to be advisable, and in connection therewith to execute,
acknowledge, verify, deliver, file and publish all such applications, reports,
issuer's covenants, resolutions, consents to service of process and other papers
and instruments as may be required under such laws, and to take any and all
further action which such officer may deem necessary or appropriate in order to
maintain any such registration or qualification for as long as such officer
deems it to be in the best interest of the Company; provided, however, that if
application is made in any state or jurisdiction that requires a resolution of
the Board of Directors as an exhibit to the application and such state or
jurisdiction does not recognize the form of resolution immediately preceding,
the Board of Directors hereby adopts the form of any resolution required by such
state or jurisdiction, if such officer is of the opinion that the adoption of
such resolution is necessary or advisable and evidences such opinion by
instructing the Secretary or any Assistant Secretary of the Company to attach as
an appendix to these resolutions a copy of such resolution, which shall
thereupon be deemed to have been adopted by the Board of Directors with the same
force and effect as if presented in such form for the approval of the Board of
Directors, and the Secretary or any Assistant Secretary of the Company is
empowered and authorized to certify to any such state or jurisdiction that any
such form of resolution has been adopted by this resolution; and provided,
further, that the following resolution is hereby adopted with respect to those
jurisdictions which have approved its use;
RESOLVED, that it is desirable and in the best interest of the Company
that its securities be qualified or registered for sale in various states; that
the President or any Vice President and the Secretary or any Assistant Secretary
hereby are authorized to determine the states in which
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<PAGE>
appropriate action shall be taken to qualify or register for sale all or such
part of the securities of the Company as said officers may deem advisable; that
said officers are hereby authorized to perform on behalf of the Company any and
all such acts as they may deem necessary or advisable in order to comply with
the applicable laws of any such states, and in connection therewith to execute
and file all requisite papers and documents, including, but not limited to
applications, reports, surety bonds, irrevocable consents and appointments of
attorneys for service of process; and the execution by such officers of any such
paper or documents or the doing by them of any act in connection with the
foregoing matters shall conclusively establish their authority therefor from the
Company and the approval and ratification by the Company of the papers and
documents so executed and the action so taken;"
E. PRINCIPAL AMOUNT LIMITATION
RESOLVED, that the 1997 Resolutions are hereby rescinded; provided,
however, that such rescission shall not affect any action, including the
registration of any debt securities, taken under the 1997 Resolutions prior to
their rescission or required to be taken in the future as a result of the
issuance of such securities thereunder; and provided further, that such
rescission shall not affect the ability of the Company to amend or supplement
any registration statements, including the 1997 Registration Statement, filed
with respect to such securities and to benefit from any registration fees paid
to the Commission or any state securities commission in connection with any such
prior registration statements;
F. DOCUMENTATION
RESOLVED, that any Authorized Officer is hereby authorized to execute and
deliver on behalf of the Company any agreement, Debt Securities, Registration
Statement, other governmental filings or other documents of any kind which such
officer deems necessary or desirable in connection with any Implementing Action,
including but not limited to: (a) the Indenture; (b) any supplement to the
Indenture; (c) the Debt Securities (the execution of which may be by means of
facsimile signature); (d) any Underwriting Agreement and any related pricing
agreement, delayed delivery agreement or other documentation on substantially
the terms approved by any Authorized Officer as provided in the foregoing
resolutions; and (e) any Distribution Agreement and any related Terms Agreement.
Any agreement or other document which shall be executed and delivered on behalf
of the Company by any Authorized Officer of the Company relating in any way to
any action which is authorized in or could be authorized pursuant to these
resolutions constitutes conclusive evidence that such execution and delivery was
authorized in or pursuant to these resolutions and upon such execution and
delivery, such agreement or document shall become binding upon the Company in
accordance with its terms; and
-5-
<PAGE>
G. ADDITIONAL CONSENTS
RESOLVED, that this Board of Directors hereby adopts any additional
resolutions which may be requested by any governmental authority, stock exchange
or any other person which any Authorized Officer believes necessary or desirable
to accomplish any Implementing Action. The Secretary or any Assistant Secretary
of the Company is hereby authorized to certify that any such resolution has been
duly adopted by the Board of Directors of the Company.
-6-
<PAGE>
The Secretary of the Company is hereby directed to file a signed copy of
this consent in the minute book of the Company.
Dated: May __, 1998
/s/ Kenneth R. Gangl
---------------------------------
Kenneth R. Gangl
/s/ Jean-Pierre Rosso
---------------------------------
Jean-Pierre Rosso
/s/ Theodore R. French
---------------------------------
Theodore R. French
-7-
<PAGE>
Exhibit 4(b)
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 B
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 B
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 $1,000,000,000, 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
-5-
<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.
-6-
<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.
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<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.
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<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.
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<PAGE>
Exhibit 4(c)
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 B
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)
(If CMT Rate, designated CMT Telerate page: / / 7052
/ / 7055
(/ / weekly or / / monthly average)
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER:__________%
<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.
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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.
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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
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(Reverse of Security)
CASE CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES B
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
$1.000,000,000, 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 been paid is calculated by multiplying
the face amount of this Security by an accrued interest factor,
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<PAGE>
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 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
6
<PAGE>
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 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
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<PAGE>
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 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
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<PAGE>
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 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
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<PAGE>
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., 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)
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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.
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
11
<PAGE>
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 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.
12
<PAGE>
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 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.
13
<PAGE>
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(d)
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 May 13, 1998 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 B," 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
$1,000,000,000 (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 333-52725 and 333-35815), 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;
(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
<PAGE>
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;
(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;
-2-
<PAGE>
(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., BancAmerica Robertson Stephens, Chase
Securities Inc., Citicorp Securities, Inc. and NationsBanc Montgomery Securities
LLC, as agents (the "Agents"), pursuant to a Distribution Agreement, dated July
27, 1998 (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., BancAmerica Robertson Stephens, Chase Securities
Inc., Citicorp Securities, Inc. and NationsBanc Montgomery Securities LLC as
principal or principals, pursuant to the Distribution Agreement, and (ii)
directly on its own behalf.
4. The Calculation Agency Agreement, dated July 27, 1998, 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 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.
-3-
<PAGE>
IN WITNESS WHEREOF, on behalf of the Corporation, the undersigned
Authorized Officers of the Corporation have executed this Officers' Certificate
as of this ____ day of July, 1998.
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
-4-
<PAGE>
Exhibit 4(e)
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 $1,000,000,000 aggregate principal
amount of the Company's Medium-Term Notes, Series B 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 May 13, 1998 (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 July 27, 1998
(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 $1,000,000,000, and to
deliver such Notes in the manner set forth in the Indenture and the Medium-Term
Notes, Series B Administrative Procedures (as the same may be amended, modified
or revised from time to time) attached as Exhibit B to the Distribution
Agreement, dated as of July 27, 1998, by and among the
<PAGE>
Company and J.P. Morgan Securities Inc., BancAmerica Robertson Stephens, Chase
Securities Inc., Citicorp Securities, Inc., and NationsBanc Montgomery
Securities LLC 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 ___ day of July, 1998.
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
-3-
<PAGE>
Exhibit 10
MEDIUM-TERM NOTES
CALCULATION AGENCY AGREEMENT
BETWEEN
CASE CREDIT CORPORATION
AND
THE BANK OF NEW YORK
DATED AS OF JULY 27, 1998
Case Credit Corporation (the "Corporation") proposes to issue and sell
certain of its securities designated as Medium-Term Notes, Series B (the
"Notes"). The Notes will be offered on a continuing basis by the Corporation
through J.P. Morgan Securities Inc., BancAmerica Robertson Stephens, Chase
Securities Inc., Citicorp Securities, Inc. and NationsBanc Montgomery Securities
LLC, 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 July 27, 1998 (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 July 20, 1998, and the Prospectus Supplement thereto, dated
July 27, 1998, 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
<PAGE>
Administrative Procedures relating to the duties or obligations of the
Calculation Agent hereunder 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.
2
<PAGE>
(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.
(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 July 27,
1998 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
3
<PAGE>
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 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.
4
<PAGE>
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.
5
<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/
------------------------------
Title: Vice President and Chief
Financial Officer
THE BANK OF NEW YORK
By: /s/
------------------------------
Title: Assistant Vice President
6
<PAGE>
EXHIBIT 12
CASE CREDIT CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
----------------
1998 1997
------- -------
<S> <C> <C>
Net Income.................................................... $ 37 $ 39
Add:
Interest expense............................................ 60 44
Amortization of capitalized debt expense.................... -- --
Portion of rentals representative of interest factor........ -- --
Income tax expense and other taxes on income................ 20 18
Fixed charges of unconsolidated subsidiaries................ -- --
------- -------
Earnings as defined....................................... $ 117 $ 101
======= =======
Interest expense.............................................. $ 60 $ 44
Amortization of capitalized debt expense...................... -- --
Portion of rentals representative of interest factor.......... -- --
Fixed charges of unconsolidated subsidiaries.................. -- --
------- -------
Fixed charges as defined.................................. $ 60 $ 44
======= =======
Ratio of earnings to fixed charges............................ 1.95x 2.30x
======= =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
the Company's 10-Q and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 21
<SECURITIES> 0
<RECEIVABLES> 2,345
<ALLOWANCES> 21
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4
<DEPRECIATION> 1
<TOTAL-ASSETS> 2,842
<CURRENT-LIABILITIES> 0
<BONDS> 1,008
0
0
<COMMON> 0
<OTHER-SE> 391
<TOTAL-LIABILITY-AND-EQUITY> 2,842
<SALES> 0
<TOTAL-REVENUES> 156
<CGS> 0
<TOTAL-COSTS> 28
<OTHER-EXPENSES> 10
<LOSS-PROVISION> 1
<INTEREST-EXPENSE> 60
<INCOME-PRETAX> 57
<INCOME-TAX> 20
<INCOME-CONTINUING> 37
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 37
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
