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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 March 31, 1999
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 33-80775-01
Case Credit Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
76-0394710
(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
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of Exchange
Title of Each Class on which registered
------------------- -------------------
<S> <C>
6 1/8% Notes due October 15, 2001 New York
Floating-Rate Notes due January 21, 2000 New York
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
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 April
30, 1999, all of which are owned by Case Capital Corporation.
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>
<CAPTION>
Page
----
<S> <C>
Part I--Financial Information
Case Credit Corporation and Consolidated 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................................. 12
</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 CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(In millions)
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
---------------
1999 1998
------- -------
<S> <C> <C>
Revenues:
Finance income earned on retail and other notes and finance
leases...................................................... $ 40 $ 30
Lease income on operating leases............................. 23 11
Net gain on retail notes sold................................ 17 20
Securitization and servicing fee income...................... 12 9
Interest income from Case Corporation........................ 11 5
Other income................................................. 6 1
------- -------
Total revenues........................................... 109 76
Expenses:
Interest expense............................................. 45 29
Operating expenses:
Depreciation of equipment on operating leases.............. 16 7
Fees charged by Case Corporation........................... 8 6
Administrative and operating expenses...................... 4 3
Provision for credit losses................................ 4 1
Other...................................................... 1 --
------- -------
Total operating expenses................................. 33 17
------- -------
Total expenses........................................... 78 46
------- -------
Income before taxes............................................ 31 30
Income tax provision........................................... 11 11
------- -------
Net income..................................................... $ 20 $ 19
======= =======
</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 CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1999 AND DECEMBER 31, 1998
(In millions, except share data)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
--------- ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents............................... $ 28 $ 35
Retail and other notes and finance leases............... 2,454 2,216
Due from Trusts......................................... 296 289
------ ------
Total receivables................................... 2,750 2,505
Allowance for credit losses............................. (32) (29)
------ ------
Total receivables--net.............................. 2,718 2,476
Affiliated receivables.................................. 4 51
Equipment on operating leases, at cost.................. 571 531
Accumulated depreciation................................ (76) (63)
------ ------
Net equipment on operating leases................... 495 468
Property and equipment, at cost......................... 5 5
Accumulated depreciation................................ (2) (2)
------ ------
Net property and equipment.......................... 3 3
Other assets............................................ 276 227
------ ------
Total............................................... $3,524 $3,260
====== ======
LIABILITIES AND STOCKHOLDER'S EQUITY
Short-term debt......................................... $ 256 $ 550
Accounts payable and other accrued liabilities.......... 159 124
Deposits withheld from dealers.......................... 15 17
Long-term debt.......................................... 2,610 2,108
------ ------
Total liabilities................................... 3,040 2,799
------ ------
Minority interest....................................... 2 2
Stockholder's equity:
Common Stock, $5 par value, 200 shares authorized,
issued and outstanding............................... -- --
Paid-in capital....................................... 269 269
Accumulated other comprehensive income................ (21) (24)
Retained earnings..................................... 234 214
------ ------
Total stockholders equity........................... 482 459
------ ------
Total............................................... $3,524 $3,260
====== ======
</TABLE>
The accompanying notes to financial statements are an integral part of these
Balance Sheets.
4
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CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(In millions)
(Unaudited)
<TABLE>
<CAPTION>
Three
Months
Ended
March 31,
---------
1999 1998
----- -----
<S> <C> <C>
Operating activities:
Net income..................................................... $ 20 $ 19
Adjustments to reconcile net income to net cash provided (used)
by operating activities:
Depreciation and amortization................................ 16 9
Net gain on retail notes sold................................ (17) (20)
Changes in components of working capital:
(Increase) decrease in other assets........................ (2) (30)
Increase (decrease) in accounts payable and other accrued
liabilities............................................... 33 (46)
Other, net................................................. 5 2
----- -----
Net cash provided (used) by operating activities......... 55 (66)
----- -----
Investing activities:
Cost of receivables acquired................................... (779) (665)
Proceeds from sales of receivables............................. 422 415
Collections of receivables..................................... 179 326
Purchase of equipment on operating leases...................... (42) (36)
Increase in investments in other assets.................. (47) (30)
----- -----
Net cash provided (used) by investing activities......... (267) 10
----- -----
Financing activities:
Proceeds from the issuance of long-term debt................... 491 279
Net decrease in short-term debt and revolving credit
facilities.................................................... (286) (263)
----- -----
Net cash provided (used) by financing activities......... 205 16
----- -----
Decrease in cash and cash equivalents............................ (7) (40)
Cash and cash equivalents, beginning of period................... 35 67
----- -----
Cash and cash equivalents, end of period......................... $ 28 $ 27
===== =====
Cash paid during the period for interest......................... $ 31 $ 37
===== =====
Cash paid during the period for taxes............................ $ 7 $ 14
===== =====
</TABLE>
The accompanying notes to financial statements are an integral part of
these Statements of Cash Flows.
5
<PAGE>
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(In millions)
(Unaudited)
<TABLE>
<CAPTION>
Accumulated
Other
Common Paid-in Retained Comprehensive Comprehensive
Stock Capital Earnings Income Total Income
------ ------- -------- ------------- ----- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1997....................................... $-- $244 $129 $(16) $357
Comprehensive income:
Net income..................................................... -- -- 85 -- 85 $85
Translation adjustment......................................... -- -- -- (8) (8) (8)
---
Total........................................................ $77
===
Capital contribution from Case Capital........................... -- 25 -- -- 25
---- ---- ---- ---- ----
Balance, December 31, 1998....................................... -- 269 214 (24) 459
Comprehensive income:
Net income..................................................... -- -- 20 -- 20 $20
Translation adjustment......................................... -- -- -- 3 3 3
---- ---- ---- ---- ---- ---
Total........................................................ $23
===
Balance, March 31, 1999.......................................... $-- $269 $234 $(21) $482
- --------------------------------------------------
==== ==== ==== ==== ====
</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 CONSOLIDATED 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
March 31, 1999, and the results of operations, changes in stockholder'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 1998 Annual Report on Form 10-K
for the year ended December 31, 1998. 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 1999 presentation.
(2) Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("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, 1999, the Company adopted Statement of Position
("SOP") No. 98-5, "Reporting on the Costs of Start-Up Activities." The
Company's accounting for the costs of start-up activities is consistent with
the guidelines established in the SOP and, as a result, the adoption of this
statement had no effect on the Company's financial position or results of
operations.
(3) Asset-Backed Securitizations
During the first quarter of 1999, limited-purpose business trusts organized
by Case Credit issued $760 million of asset-backed securities to outside
investors. As of March 31, 1999, Case Credit had sold $400 million of retail
notes to the trusts in connection with these issuances. During the first
quarter of 1998, limited-purpose business trusts organized by Case Credit
issued $614 million of asset-backed securities to outside investors. As of
March 31, 1998, Case Credit had sold $439 million of retail notes to the
trusts in connection with these issuances. The proceeds from the sale of
retail notes were used to repay outstanding debt and to finance additional
receivables.
(4) Long-Term Debt
During the first quarter of 1999, Case Credit issued an aggregate of $250
million of its medium-term notes pursuant to its $1 billion shelf registration
statement filed with the Securities and Exchange Commission in May 1998. These
fixed-rate notes have maturities that range between 2 and 3 years and bear
interest between 5.85% and 6.15%. The net proceeds from these issuances were
used to fund Case Credit's growth initiatives and for other corporate
purposes, including the repayment of short-term indebtedness.
During the first quarter of 1999, Case Credit's Canadian subsidiary, Case
Credit Ltd, issued C$200 million of its medium-term notes pursuant to a short-
form prospectus and prospectus supplement filed with the Canadian
7
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Securities Administrators in the fourth quarter of 1998. These notes mature in
June 2001 and bear interest at 6.3%. The net proceeds from this issuance were
used to fund Case Credit Ltd's growth initiatives and for other corporate
purposes, including the repayment of short-term indebtedness.
During the first quarter of 1999, Case Credit Australia Pty Ltd issued
A$175 million of its medium-term notes pursuant to its medium-term note
program. These notes have maturities that range from twenty-four to thirty
months and bear interest based on BBSW for the floating rate notes, and 5.75%
for the fixed rate notes. The net proceeds from this issuance were used to
fund Case Credit Australia Pty Ltd's growth initiatives and for other
corporate purposes, including the repayment of short-term indebtedness.
(5) Income Taxes
On a consolidated basis, the Company's 1999 first quarter effective tax
rate of 35% was equal to the U.S. statutory rate. The Company's 1998 first
quarter effective tax rate of 37% was higher than the U.S. statutory rate
primarily due to state income taxes and foreign income taxed at different
rates.
(6) Accumulated Other Comprehensive Income
Accumulated other comprehensive income consists solely of cumulative
translation adjustment as of March 31, 1999 and December 31, 1998, as follows
(in millions):
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
--------- ------------
<S> <C> <C>
Cumulative translation adjustment................ $(21) $(24)
==== ====
</TABLE>
(7) Subsequent Events
On May 5, 1999, the Company issued an aggregate of $125 million of its
medium-term notes pursuant to its registration statement filed with the
Securities and Exchange Commission in January 1999. These floating-rate notes
bear interest based on LIBOR (with an initial interest rate of 5.2%) and
mature on May 5, 2000. The net proceeds from this issuance were used to fund
Case Credit's growth initiatives and for other corporate purposes, including
the repayment of short-term indebtedness.
8
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CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S ANALYSIS OF RESULTS OF OPERATIONS
Three Months Ended March 31, 1999 vs. Three Months Ended March 31, 1998
Net Income
Net income for the first quarter of 1999 was $20 million as compared to $19
million for the first quarter of 1998 primarily due to higher finance income
earned on retail notes and finance leases and increased operating lease
income. These increases were partially offset by an increase in the Company's
credit loss provision as a result of the significant growth in Case Credit's
serviced portfolio. In addition, 1999 first quarter operating results reflect
increased interest expense due to higher average on-balance-sheet receivables
and increased equipment on operating leases and higher operating expenses in
support of Case Capital's growth initiatives including increased depreciation
expense for equipment on operating leases and support of Case Capital's growth
initiatives.
Revenues
Case Credit reported total revenues of $109 million for the first quarter
of 1999, up $33 million from prior year levels. Finance income earned on
retail and other notes and finance leases increased to $40 million in the
first three months of 1999 as compared to $30 million for the same period in
1998, primarily due to increased levels of on-balance-sheet receivables. In
addition, operating lease income increased $12 million to a total of $23
million for the first quarter of 1999, reflecting the growth in Case Credit's
operating lease portfolio.
Expenses
Interest expense for the first three months of 1999 was $45 million, up $16
million from the $29 million reported in the first three months of 1998. The
increase in interest expense resulted from higher average debt levels during
the first quarter of 1999 as compared to the first quarter of 1998, primarily
due to the growth in Case Credit's on-balance-sheet receivables and increased
equipment on operating leases.
Operating expenses increased $16 million to a total of $33 million in the
first quarter of 1999 as compared to the first quarter of 1998. This increase
primarily resulted from a $9 million increase in depreciation expense for
equipment on operating leases relating to the Company's larger operating lease
portfolio, and a $3 million increase in Case Credit's loss provision as a
result of a higher loss-to-liquidation ratio during the first quarter of 1999,
combined with the significant growth in Case Credit's serviced portfolio.
Serviced Portfolio
During the first quarter of 1999, Case Credit's serviced portfolio of
receivables increased 32% over the same time last year to a record $7.0
billion. Growth in the quarter 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 quarter of 1999 increased 16% for a total of $1 billion versus
the same period in 1998.
During the first quarter of 1999, limited-purpose business trusts organized
by Case Credit issued $760 million of asset-backed securities to outside
investors. As of March 31, 1999, Case Credit had sold $400 million of retail
notes to the trusts in connection with these issuances. During the first
quarter of 1998, limited-purpose business trusts organized by Case Credit
issued $614 million of asset-backed securities to outside investors. As of
March 31, 1998, Case Credit had sold $439 million of retail notes to the
trusts in connection with these issuances. The proceeds from the sale of
retail notes were used to repay outstanding debt and to finance additional
receivables.
9
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Year 2000
As used in this "Year 2000" disclosure, the "Company," or "Case" refers to
Case Corporation and its consolidated subsidiaries, including Case Credit
Corporation and its subsidiaries ("Case Credit"). In addition, all references
to Case Industrial reflect the consolidation of all majority-owned
subsidiaries, excluding Case Credit.
Case Corporation understands that it is important to our customers and
stakeholders that Case's products, services and internal systems are not
adversely affected by the Year 2000. Case has implemented procedures that it
deems necessary to safeguard the Company from computer-related issues
associated with adverse effects as a result of improperly recognizing the
millennial date change. These procedures include, where necessary, the
inventorying/assessing, planning, constructing/testing, and
implementing/certifying of critical internal-use hardware and software
systems, as well as other embedded systems in the Company's manufacturing
plants, other buildings, equipment and other infrastructure. The Company
believes that these procedures will adequately address both the information
technology and non-information technology aspects of our business. Based upon
its review and efforts to date, the Company believes that future external and
internal costs to be incurred for the modification of internal-use software to
address Year 2000 issues will not have a material adverse effect on Case's
financial position, cash flows or results of operations.
The Company believes, based upon its review and efforts to date, that
external and internal remediation costs to be incurred for the modification of
internal-use software to address Year 2000 issues will, in the aggregate,
approximate $45 million to $50 million. As Case Industrial and Case Credit
share many technology resources and internal-use systems, all the remediation
costs to address Year 2000 issues will be borne by Case Industrial. As of
March 31, 1999, Case Industrial has incurred approximately $27 million of
costs for Year 2000 remediation, and the Company currently anticipates that
remaining Year 2000 remediation costs will approximate $17 million for the
balance of 1999 and $3 million in 2000. These cost estimates include the costs
of external contractors, non-capitalizable purchases of software and hardware,
and the direct cost of internal employees working on Year 2000 projects. Case
maintains a process that tracks the cost and time of external contractors.
However, the Company does not separately track its own internal costs incurred
for the Year 2000 project. Internal costs are compiled principally from the
related payroll records for those personnel directly working on the Year 2000
effort. The Company's cost estimate does not include the cost of implementing
contingency plans, which are in the process of being developed, and also does
not include any potential litigation or warranty costs related to Year 2000
issues if the Company's remediation efforts are not successful.
Case has also undertaken a program to alert its suppliers and dealers of
Year 2000 issues. Based on its contacts with suppliers and dealers, the
Company believes that a majority of our most important suppliers are Year 2000
compliant, and the Company anticipates that most of its dealers will be Year
2000 compliant by mid-1999. Case will continue to work with its remaining
suppliers and its dealers throughout 1999 to secure Year 2000 compliance by
December 31, 1999. Based on third-party representations and internal testing,
and subject to the Company's ongoing compliance efforts, the costs and
uncertainties relating to timely resolution of Year 2000 issues applicable to
the Company's business and operations are not reasonably expected by the
Company to have a material adverse effect on Case's financial position, cash
flows or results of operations. For those suppliers and dealers that have not
adequately responded to our Year 2000 concerns, we are following-up to
ultimately achieve an acceptable level of compliance within our supply chain.
As there can be no assurance that an acceptable level of Year 2000 compliance
will be achieved, Case is in the process of developing contingency plans to
address potential issues.
Case has completed all steps with regard to Year 2000 compliance that it
considers necessary regarding its agricultural and construction equipment and,
as a result, the Company has no information to suggest that its agricultural
and construction equipment is not Year 2000 compliant. The Company believes,
based on its review and testing, that products purchased from Case will
accurately determine chronological dates and accurately perform all
calculations and data manipulations based upon such dates.
10
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Based upon Case's review and efforts to date, the Company currently
anticipates completion of critical Year 2000 compliance issues by mid-1999,
and the Company plans to continue integration testing throughout the balance
of 1999. If Case's Year 2000 compliance efforts, as well as the efforts of the
Company's suppliers and dealers, individually and in the aggregate, are not
successful, it could have a material adverse effect on the Company's financial
position, cash flows and results of operations. Factors that could cause
actual results to differ include unanticipated supplier or dealer failures,
disruption of utilities, transportation or telecommunications breakdowns,
foreign or domestic governmental failures, as well as unanticipated failures
on our part to address Year 2000 related issues. The Company's most reasonably
likely worst case scenario in light of these risks would involve a potential
loss in sales resulting from order, production and shipping delays throughout
the Company's supply chain caused by Year 2000 related disruptions. The degree
of sales loss impact would depend on the severity of the disruption, the time
required to correct it, whether the sales loss was temporary or permanent, and
the degree to which our primary competitors were also impacted by the
disruption. The Company is in the process of developing Year 2000 contingency
plans that will be designed to mitigate the impact on the Company in the event
that its Year 2000 compliance efforts are not successful. The targeted
completion date for the Company's contingency planning is mid-1999. Case's
contingency plans may include the use of alternative systems and non-
computerized approaches to our business including manual procedures for
machine operation, collecting and reporting of information, as well as
alternative sources of supply. At this time, the Company has not determined
whether it will be necessary to stockpile inventory or supplies as part of its
contingency planning.
The information included in this "Year 2000" section represents forward-
looking statements and involves risks and uncertainties that could cause
actual results to differ materially from those in the forward-looking
statements.
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 8 to the Case Credit
Financial Statements in the Companys 1998 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,
1998.
11
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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.
In a Current Report filed on Form 8-K dated January 26, 1999, the Company
reported the issuance of a press release disclosing, among other things, 1998
financial results.
12
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SIGNATURE
Pursuant to the requirements of the Securities 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
By /s/ Robert A. Wegner
_____________________________________
Robert A. Wegner
Senior Vice President and Chief
Financial Officer (Principal
Financial Officer andAuthorized
Signatory for Case Credit
Corporation).
Date: May 12, 1999
13
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Page
Number Description of Exhibit Numbers
------- ---------------------- ----------
<C> <S> <C>
4(a) Resolutions of the Board of Directors of Case Credit
Corporation authorizing the public offering of debt
securities of Case Credit Corporation in an aggregate
principal amount of up to $800,000,000.
4(b) Form of Medium-Term Note, Series C (Fixed Rate) due from
9 months to 30 years from the date of issue.
4(c) Form of Medium-Term Note, Series C (Floating Rate) due
from 9 months to 30 years from the date of issue.
4(d) Action of Authorized Officers of Case Credit Corporation,
dated April 21, 1999, establishing the Medium-Term Notes,
Series C.
4(e) Officers Certificate and Company Order of Case Credit
Corporation, dated April 21, 1999, related to the Medium-
Term Notes, Series C.
12 Computation of Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
</TABLE>
14
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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 "Corporation"), 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 $800,000,000 OF DEBT SECURITIES
WHEREAS, on May 13, 1998, the Board of Directors of the Corporation adopted
resolutions (the "1998 Resolutions") authorizing the filing of a Registration
Statement on Form S-3 (Registration Statement No. 333-52725) (the "1998
Registration Statement") for the issuance of up to a maximum of $1,000,000,000
of debt securities; and
WHEREAS, the Corporation currently has $291,000,000 of debt securities
remaining available for issuance under the 1998 Registration Statement; and
WHEREAS, it may be advisable and in the best interests of the Corporation
to effect public offering(s) of debt securities of, or guaranteed by, the
Corporation in an aggregate principal amount resulting in gross proceeds to the
Corporation of up to a maximum of $800,000,000 on terms to be determined as
hereafter provided.
NOW, THEREFORE, BE IT RESOLVED as follows:
A. GENERAL AUTHORIZATION
RESOLVED, that the Corporation is hereby authorized: (a) to effect public
offering(s) of debt securities of, or guaranteed by, the Corporation in an
aggregate principal amount resulting in gross proceeds to the Corporation of up
to $800,000,000 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 $800,000,000 (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
<PAGE>
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 all Debentures, Notes and
other evidences of indebtedness which shall actually be issued or guaranteed by
the Corporation 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 Corporation shall actually
enter are herein collectively called the "Indenture");
B. TRANSACTION TERMS
RESOLVED, that Theodore R. French, the Chairman of the Board of the
Corporation, Kenneth R. Gangl, the President and Chief Executive Officer of the
Corporation, Andrew E. Graves, a Senior Vice Chairman of the Corporation, and
Robert A. Wegner, the Vice President and Chief Financial Officer of the
Corporation (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 Corporation 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 Corporation'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 Corporation 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 Corporation 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
Corporation 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
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<PAGE>
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 Corporation; (m) whether the Debt 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 Corporation 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
Corporation);
C. IMPLEMENTATION ACTIONS
RESOLVED, that any officer of the Corporation is hereby authorized to cause
the Corporation 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 1998
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 1998 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 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
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<PAGE>
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 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 Corporation 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 Corporation 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 Corporation; 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
Corporation 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 Corporation 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 Corporation
that its securities be qualified or registered for sale in various states; that
the President or any Vice President and the
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<PAGE>
Secretary or any Assistant Secretary hereby are authorized to determine the
states in which appropriate action shall be taken to qualify or register for
sale all or such part of the securities of the Corporation as said officers may
deem advisable; that said officers are hereby authorized to perform on behalf of
the Corporation 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 Corporation and the approval and ratification by the
Corporation of the papers and documents so executed and the action so taken;"
E. PRINCIPAL AMOUNT LIMITATION
RESOLVED, that the 1998 Resolutions are hereby rescinded; provided,
however, that such rescission shall not affect any action, including the
registration of any debt securities, taken under the 1998 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 Corporation to amend or
supplement any registration statements, including the 1998 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 Corporation 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 Corporation by any Authorized Officer of the
Corporation 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 Corporation in accordance with its terms; and
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
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<PAGE>
Authorized Officer believes necessary or desirable to accomplish any
Implementing Action. The Secretary or any Assistant Secretary of the Corporation
is hereby authorized to certify that any such resolution has been duly adopted
by the Board of Directors of the Corporation.
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<PAGE>
The Secretary of the Corporation is hereby directed to file a signed copy
of this consent in the minute book of the Corporation.
Dated: January 21, 1999
________________________
Theodore R. French
________________________
Kenneth R. Gangl
________________________
Andrew E. Graves
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<PAGE>
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 C
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:
INTEREST PAYMENT DATE: AMORTIZATION FORMULA:
REGULAR RECORD DATE: 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 (unless otherwise indicated on the face of
this Security), 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,
unless otherwise indicated on the face of this Security, 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
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<PAGE>
may be made by check mailed to the address of the persons 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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<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
<PAGE>
(Reverse of Security)
CASE CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES C
Due from 9 Months to 30 Years From Original Issue Date
(Fixed Rate)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 1, 1997, (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof. The Securities of this series may be issued from time to time
in an aggregate initial offering price of up to $550,000,000, may mature at
different times, bear interest, if any, at different rates, and be redeemable at
different times or not at all.
If a Redemption Commencement Date is specified on the face hereof, this
Security may be redeemed at the option of the Company as a whole, or from time
to time in part, on any date on or after such Redemption Commencement Date and
prior to maturity, upon mailing a notice of such redemption not less than 30 nor
more than 60 days prior to the date fixed for redemption to the Holders of
Securities to be redeemed at their last registered addresses, all as further
provided in the Indenture, at the Optional Redemption Prices, if any, specified
on the face hereof (expressed in percentages of the principal amount) together
in each case with accrued interest to the date fixed for redemption. If less
than all of the Notes with like tenor and terms are to be redeemed, the Notes to
be redeemed shall be selected not more than 60 days prior to the redemption date
by the Trustee by such method as the Trustee shall deem fair and appropriate.
If a Repayment Date or Repayment Dates are specified on the face hereof,
this Security will be repayable at the option of the Holder, in whole or from
time to time in part, on such Repayment Date or Repayment Dates at the Repayment
Price specified on the face hereof, together with accrued interest thereon to
the Repayment Date on which repayment is sought. In order for this Security to
be repaid, the Company must receive at the Corporate Trust Office of the Trustee
in the City of New York, New York, at least 30 days, but not more than 60 days,
prior to the specified Repayment Date (i) the Security with the form below
entitled "Option to Elect Repayment" duly completed or (ii) a facsimile
transmission or letter from a member of a national securities exchange, the
National Association of Securities Dealers, Inc., or a commercial bank or trust
company in the United States of America, setting forth the name of the Holder of
the Security, the principal amount of the Security, the portion of the principal
amount of the Security to be repaid (which shall not be less than the minimum
authorized denomination of this Security), the certificate number or a
description of the tenor and terms of the Security, a statement that the option
to elect repayment is being exercised thereby and a guarantee that this Security
with the form below entitled "Option to Elect Repayment" duly completed will be
received by the Trustee not later than five Business Days after the date of such
facsimile transmission or letter. If the procedure described in clause (ii) of
the preceding sentence is followed, this Security with form duly completed must
be received by the Trustee by such fifth Business Day. Exercise of any
repayment option by the Holder of any Security shall be irrevocable. No
transfer or exchange of any Security (or, in the event that any Security is to
be repaid in part, such portion of the Security to be repaid) will be permitted
after exercise of a repayment option. The repayment option may be exercised by
the Holder
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<PAGE>
of a Security for less than the entire principal amount of the Security provided
that the principal amount of the Security remaining outstanding after repayment,
if any, is an authorized denomination. The Trustee will refer all questions as
to the validity, eligibility (including time of receipt) and acceptance of any
Security for repayment to the Company whose determination of such questions will
be final and binding.
Payment of interest on this Security with respect to any Interest Payment
Date will include interest accrued to but excluding such Interest Payment Date.
Interest on this Security will be computed on the basis of a 360-day year of
twelve 30-day months.
Any Payment on this Security due on any date which is not a Business Day
need not be made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on the due date, and no interest
shall accrue for the period from and after such date.
In the event of redemption or repayment of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
Notwithstanding anything herein to the contrary, if this Note is an
Original Issue Discount Note as specified on the face hereof, the amount payable
in the event of redemption or repayment prior to the Stated Maturity hereof in
lieu of the principal amount due at the Stated Maturity hereof shall be the
Amortized Face Amount of this Security as of the Redemption Date or the date of
repayment, as the case may be. The "Amortized Face Amount" of this Security
shall be the amount equal to (a) the Issue Price (as set forth on the face
hereof) plus (b) that portion of the difference between the Issue Price and the
principal amount hereof that has accrued at the Yield to Maturity (as set forth
on the face hereof) (computed in accordance with generally accepted United
States bond yield computation principles) at the date as of which the Amortized
Face Amount is calculated but in no event shall the Amortized Face Amount of
this Security exceed its principal amount.
The Indenture contains applicable provisions for defeasance at any time of
the entire indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
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<PAGE>
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rates, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount and tenor, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same. Transfers or exchanges of Certificated Registered Securities may not be
effected during the 15 day period preceding the mailing of a notice of
redemption.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
Capitalized terms not otherwise defined in this Security which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.
This Security shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to the conflict of laws
provisions thereof.
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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:
--------------------------------------------
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Security, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenant with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may be used though not in the
above list.
-9-
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
_________________________
________________________________________________________________________________
the within Security of Case Credit Corporation and hereby does irrevocably
constitute and appoint
________________________________________________________________________________
Attorney to transfer said Security on the books of the within named Company,
with full power of substitution in the premises.
Dated: ___________________ _______________________________________
NOTE: The Signature to this assignment
must correspond with the name as
written upon the face of the within
Security in every particular, without
alteration or enlargement or any change
whatsoever.
-10-
<PAGE>
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 C
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 Treasury Rate, designated Telerate page: / /56 / /57)
(If CMT Rate, designated CMT Telerate page: / /7051 / /7052
(if 7052, / / 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:
2
<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 shown above
or from the most recent Interest Payment 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.
3
<PAGE>
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 New York City 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.
4
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under a facsimile of its Corporate Seal.
Dated:___________________
CASE CREDIT CORPORATION
By:________________________
Name:
Its:
Attest:____________________
Name:
Its:
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE SECURITIES DESCRIBED IN THE WITHIN MENTIONED INDENTURE.
The Bank of New York,
as Trustee
By:________________________
Authorized Signatory
<PAGE>
(Reverse of Security)
CASE CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES C
Due From 9 Months To 30 Years From Original Issue Date
(Floating Rate)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 1, 1997 (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the Securities of the
series designated on the face hereof. The Securities of this series may be
issued from time to time in an aggregate initial offering price of up to
$550,000,000, may mature at different times, bear interest, if any, at different
rates, and be redeemable at different times or not at all.
The interest rate payable on this Security will be calculated by reference
to the Interest Rate Basis specified on the face hereof (a) plus or minus the
Spread, if any, 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,
weekly or 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 will include interest accrued to but excluding the
applicable Interest Payment Date or date of Stated Maturity, redemption or
repayment, as the case may be. 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, 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
6
<PAGE>
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 Business 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. The interest rate in effect from the Original
Issue Date to the first Interest Reset Date will be the Initial Interest Rate
specified on the face hereof. If any Interest Reset Date would otherwise be a
day that is not a Business Day, the Interest Reset Date shall be postponed to
the next day that is a Business Day, except that if the specified interest Rate
Basis is LIBOR and such Business Day is in the next succeeding calendar month,
such Interest Reset Date shall be the immediately preceding Business Day.
If any Interest Payment Date specified on the face hereof (other than at
the Stated Maturity) would otherwise fall on a day that is not a Business Day,
such Interest Payment Date shall be the next succeeding Business Day, or if the
specified Interest Rate Basis is LIBOR (a "LIBOR Security"), and such succeeding
Business Day falls in the next calendar month, such Interest Payment Date shall
be the next preceding Business Day. "Business Day" means (i) for all Notes,
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 and (ii) for LIBOR Notes, also a
London Banking Day (as defined below). If the Stated Maturity (or date of
redemption or repayment) falls on a day that is not a Business Day, the payment
of interest and principal (and premium, if any) will be made on the next
succeeding Business Day, and no interest will accrue as a result of such delayed
payment.
The interest rate commencing on an Interest Reset Date shall be the rate
determined by reference to the applicable Interest Rate Basis determined as of
the "Interest Determination Date." 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 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 Business Day preceding such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for a LIBOR Note (the "LIBOR Interest Determination Date") will be
the second London Banking 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 an auction date shall fall on any Interest
Reset Date for a Treasury Rate Security, then such Interest Reset Date shall
instead be the first Business 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
Business
7
<PAGE>
Day, the next succeeding Business Date and (b) the Business Day preceding the
applicable Interest Payment Date or date of Stated Maturity, as the case may be.
"London Banking Day" means a day on which commercial banks are open for
business, including dealings in the U.S. dollar, in London.
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 Commercial Paper Interest Determination Date shall equal the Money Market
Yield (calculated as described below) of the rate on such date for commercial
paper having the Index Maturity specified on the face hereof, as such rate shall
be 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 Nonfinancial."
The following procedures shall apply if the rate cannot be set as
described above. In the event that such rate is not published by 9:00 a.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 Index Maturity specified on the
face hereof as published in the daily update of H.15 (519), available through
the world wide website of the Board of Governors of the Federal Reserve System
at http://www.bog.frb.fed.us/releases/h15/ update, or any successor site or
publication ("H.15 Daily Update") under the heading "Commercial Paper-
Nonfinancial." If by 3:00 p.m, New York City time, on such Calculation Date the
rate is not published in either H.15(519) or H.15 Daily Update, then the
Calculation Agent will determine the Commercial Paper Rate to be the Money
Market Yield of the arithmetic mean of the offered rates, 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 New York City selected by the Calculation
Agent (after consultation with the Company) 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
organization. If fewer than three dealers selected as aforesaid by the
Calculation Agent are providing quotes, 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 annual 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 Prime Rate
Interest Determination Date shall equal the rate on such date as published in
H.15(519) under the heading "Bank Prime Loan."
The following procedures shall apply if the rate cannot be set as
described above. If such rate is not yet published by 9:00 a.m., New York City
time, on the Calculation Date, the Prime Rate will be the rate on such Prime
Rate Interest Determination Date as published in H.15 Daily Update opposite the
caption "Bank Prime Loan." If the rate is not published by 3:00 p.m., New York
City time,
8
<PAGE>
on the Calculation Date in either H.15(519) or H.15 Daily Update, then the
Calculation Agent will determine the Prime Rate to be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen US Prime1 Page (as described below) as such bank's prime rate or base
lending rate as in effect for such Prime Rate Interest Determination Date. If
fewer than four such rates but more than one such rate appear on the Reuters
Screen US Prime1 Page for such Prime Rate Interest Determination Date, then the
Calculation Agent will determine the Prime Rate to be the arithmetic mean of the
prime rates quoted on the basis of the actual number of days in the year divided
by 360 as of the close of business on such Prime Rate Interest Determination
Date by at least two major money center banks in New York City selected by the
Calculation Agent (after consultation with the Company). If fewer than two rates
appear on the Reuters Screen US Prime1 Page, then the Calculation Agent will
determine the Prime Rate on the basis of the rates furnished in New York City 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 (after
consultation with the Company) to quote such rate or rates. If the banks or
trust companies selected by the Calculation Agent are not providing quotes, 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.
"Reuters Screen US Prime1 Page" means the display designated as page "US Prime1"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the US Prime1 page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks).
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) For a LIBOR Interest Determination Date, LIBOR will be (a) if
"LIBOR Reuters" is specified on the face hereof as the method for
calculating LIBOR, LIBOR will be the arithmetic mean of the offered
rates (unless the Designated LIBOR Page (as defined below) by its
terms provides only for a single rate, in which case such single rate
shall be used) for deposits in U.S. dollars having the Index Maturity
specified on the face hereof, commencing on the applicable Interest
Reset Date, that appear on the Designated LIBOR Page as of 11:00 a.m.,
London time, on such LIBOR Interest Determination Date; (b) if "LIBOR
Telerate" is specified on the face hereof as the method for
calculating LIBOR, LIBOR will be the rate for deposits in U.S. dollars
having the Index Maturity specified on the face hereof, commencing on
the Applicable Interest Reset Date, that appears on the Designated
LIBOR Page, as of 11:00 a.m., London time, on that LIBOR Interest
Determination Date; or (c) if neither LIBOR Reuters nor LIBOR Telerate
is specified on the face hereof as the method for calculating LIBOR,
LIBOR will be calculated as if LIBOR Telerate had been specified.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the
face hereof as the method for calculating LIBOR, the display on the Reuters
Monitor Money Rates Service (or any successor service) for the purpose of
displaying the London interbank rates of major banks for deposits in U.S.
dollars, (b) if "LIBOR Telerate" is specified on the face hereof as the method
for calculating LIBOR, the display on the Bridge Telerate, Inc. Service (or any
successor service) ("Telerate") for the purpose of displaying the London
interbank rates of major banks for deposits in U.S. dollars, or (c) if neither
"LIBOR Reuters" nor "LIBOR Telerate" is specified on the face hereof, the
display on Telerate for the purpose of displaying the London interbank rates of
major banks for deposits in U.S. dollars.
9
<PAGE>
(ii) If fewer than two offered rates for the Index Maturity
specified on the face hereof appear on the Designated LIBOR Page as
specified in (i)(a) above, or on which no rate appears on the
Designated LIBOR Page, as specified in (i)(b) above, as applicable,
LIBOR will be determined as follows. The Calculation Agent will
request the principal London office of each of four major reference
banks in the London interbank market as selected by the Calculation
Agent (after consultation with the Company) to provide the Calculation
Agent with its offered quotation for deposits in U.S. dollars for the
period of the Index Maturity specified on the face hereof, commencing
on the applicable Interest Reset Date, to prime banks in the London
interbank market at approximately 11:00 a.m., London time, on such
LIBOR Interest Determination Date and in a principal amount that is
representative for a single transaction in U.S. dollars in such market
at such time (a "Representative Amount"). If at least two quotations
are provided, LIBOR determined on such LIBOR Interest Determination
Date will be the arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR determined on such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York City time or such other time
specified on the face hereof, on such LIBOR Interest Determination
Date by three major banks in New York City, selected by the
Calculation Agent (after consultation with the Company), for loans in
U.S. dollars to leading European banks having the Index Maturity
specified on the face hereof and in a Representative Amount. If fewer
than three banks selected by the Calculation Agent are providing
quotes, 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 from the auction held on the applicable Treasury
Interest Determination Date (the "Auction") of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified on the face hereof
under the caption "INVESTMENT RATE" on the display on Telerate on page 56 or any
other page as may replace page 56 on that service ("Telerate Page 56") or page
57 or any other page as may replace page 57 on that service ("Telerate Page
57"). If this rate is not published by 3:00 p.m., New York City time, on the
relevant Calculation Date, then the Treasury Rate will be the Bond Equivalent
Yield of the rate for the applicable Treasury Bills as published in H.15 Daily
Update, or another recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "U.S. Government Securities/
Treasury Bills/Auction High." If this rate is not published by 3:00 p.m., New
York City time, on the Calculation Date, then the Treasury Rate will be the Bond
Equivalent Yield of the auction rate of the applicable Treasury Bills announced
by the United States Department of the Treasury. If this rate is not announced
by the United States Department of the Treasury or if the Auction is not held,
then the Treasury Rate will be the Bond Equivalent Yield of the rate on the
applicable Treasury Interest Determination Date of Treasury Bills having the
Index Maturity specified in the applicable pricing supplement published in
H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary
Market." If this rate is not published by 3:00 p.m., New York City time, on the
Calculation Date, then the Treasury Rate will be the rate on the applicable
Treasury Interest Determination Date of the applicable Treasury Bills as
published in H.15 Daily Update, or other recognized electronic source used for
the purpose of displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market." If this rate is not
published by 3:00 p.m., New York City time, on the Calculation Date, then the
Calculation Agent will determine the Treasury Rate to be the Bond Equivalent
Yield 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 primary United States government securities
dealers, which may include one or more of the Agents or their affiliates,
selected by the Calculation Agent (after consultation with the Company) for
10
<PAGE>
the issue of Treasury Bills with a remaining maturity closest to the Index
Maturity specified on the face hereof.
If fewer than three dealers selected by the Calculation Agent are providing
quotes, the rate will be the same rate used for the prior interest period.
"Bond Equivalent Yield" means a yield calculated in accordance with the
following formula and expressed as a percentage:
Bond Equivalent Yield= D x N x 100
-------------
360 - (D x M)
where "D" refers to the applicable annual rate for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest is
being calculated.
Determination of CD Rate. If the Interest Rate Basis of this Security
is the CD Rate, the interest rate with respect to any CD Rate Interest
Determination Date shall equal the rate on such 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)." The following
procedures will apply if the rate cannot be set as described above. If such
rate is not published in H.15(519) by 9:00 a.m., New York City time, on the
relevant Calculation Date, then the CD Rate shall be the rate on such CD Rate
Interest Determination Date set forth in H.15 Daily Update for certificates of
deposit having the Index Maturity specified on the face hereof under the caption
"CDs (Secondary Market)." If such rate is not yet published in either H.15(519)
or H.15 Daily Update by 3:00 p.m., New York City time, on such Calculation Date,
then the Calculation Agent will determine the CD Rate to 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 New York City selected by the
Calculation Agent (after consultation with the Company) for negotiable
certificates of deposit of major United States money market banks of the highest
credit standing in the market for negotiable certificates of deposit with a
remaining maturity closest to the Index Maturity specified on the face hereof in
a denomination of $5,000,000. If fewer than three dealers selected by the
Calculation Agent are providing quotes, 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
Federal Funds Interest Determination Date shall equal the rate for Federal Funds
as published in H.15(519) under the heading "Federal Funds (Effective)." The
following procedures shall apply if the rate cannot be set as described above.
If such rate is not published prior to 9:00 a.m., New York City time, on the
relevant Calculation Date, then the Federal Funds Rate will be the rate on such
Federal Funds Interest Determination Date as published in H.15 Daily Update
under the heading "Federal Funds (Effective)." If such rate is not yet
published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New York City
time, on such Calculation Date, then the Calculation Agent will determine the
Federal Funds Rate to be the arithmetic mean of the rates for the last
transaction in overnight federal funds arranged by each of three leading brokers
of Federal Funds transactions in New York City selected by the Calculation Agent
(after consultation with the Company) prior to 9:00 a.m., New York City time, on
such Federal Funds Interest Determination Date. If fewer than three brokers
selected by the Calculation Agent are providing quotes, 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.
11
<PAGE>
Determination of CMT Rate. If the Interest Rate Basis of this
Security is the CMT Rate, the interest rate with respect to any CMT Rate
Interest Determination Date shall equal the rate displayed on the Designated CMT
Telerate Page (as defined below) 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 (as defined below) for (i) if the Designated CMT Telerate Page is
7051, the rate on such CMT Rate Interest Determination Date or (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 or month, as applicable in which the related CMT
Rate Interest Determination Date occurs. The following procedures shall apply
if the rate cannot be set as described above. If 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 will be the Treasury
Constant Maturity rate for the Designated CMT Maturity Index as published in the
relevant H.15(519). If such rate is no longer published in H.15(519) or is not
published by 3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate will be the 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 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). If
such information is not provided by 3:00 p.m., New York City time, on the
related Calculation Date, then the Calculation Agent will determine the CMT Rate
to 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 New York City, which may include one or more of
the Agents or their affiliates, selected by the Calculation Agent (after
consultation with the Company) as described in the following sentence. The
Calculation Agent will select five Reference Dealers and will eliminate 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 the Designated
CMT Maturity Index minus one year. If the Calculation Agent is unable to obtain
three such Treasury Note quotations, then the Calculation Agent will determine
the CMT Rate to 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
New York City (selected using the same method described above), 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 $100,000,000. If
three or four (but not five) of such Reference Dealers are providing quotes,
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. If fewer than three Reference Dealers selected by the Calculation
Agent are providing quotes, 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 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 Telerate (or any
successor service), on the page specified on the face hereof, for the purpose of
displaying Treasury Constant Maturities
12
<PAGE>
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 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
13
<PAGE>
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.
The Indenture contains applicable 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
14
<PAGE>
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.
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.
15
<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:
__________________________________________________
16
<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.
17
<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.
18
<PAGE>
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 January 21, 1999 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 C," due from 9 Months to 30 Years
from Date of Issue, of the Corporation (the "Notes");
(b) The aggregate initial offering price of Notes which may be
authenticated and delivered under the Indenture is limited to
$550,000,000 (subject to reduction by other issuances of
Securities that have been registered under the Securities Act of
1933, as amended, pursuant to the Corporation's registration
statement numbers 333-71443 and 333-52725), 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;
(l) Both Section 13.2 and Section 13.3 of the Indenture shall apply
to the Notes; and
-2-
<PAGE>
(m) The Notes shall contain and be subject to any additional terms
and conditions as may be established from time to time by an
Authorized Officer not inconsistent with the provisions of the
Indenture or the Resolutions.
2. The purchase price to be paid to the Corporation for the sale of the
Notes shall be such amount or amounts as determined from time to time by any
Authorized Officer.
3. The Notes are to be offered on a continuing basis by the Corporation
through J.P. Morgan Securities Inc., Chase Securities Inc., Credit Suisse First
Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
NationsBanc Montgomery Securities LLC and Salomon Smith Barney Inc., as agents
(the "Agents"), pursuant to a Distribution Agreement, dated April 21, 1999 (the
"Distribution Agreement"), between the Corporation and the Agents, which
Distribution Agreement is hereby approved, and the execution and delivery of
such Distribution Agreement, for and on behalf of the Corporation, is hereby
ratified and approved. The Corporation also may sell Notes (i) to any or all of
J.P. Morgan Securities Inc., Chase Securities Inc., Credit Suisse First Boston
Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, NationsBanc
Montgomery Securities LLC and Salomon Smith Barney Inc., as principal or
principals, pursuant to the Distribution Agreement, (ii) through others agents
pursuant to the terms of the Distribution Agreement and (iii) directly on its
own behalf.
4. The Calculation Agency Agreement, dated April 21, 1999, 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 21st day of April 1999.
CASE CREDIT CORPORATION
By:_____________________________________________
Name: Andrew E. Graves
Title: President and Chief Executive Officer
By:_____________________________________________
Name: Robert A. Wegner
Title: Senior Vice President and Chief Financial
Officer
-4-
<PAGE>
CASE CREDIT CORPORATION
OFFICERS' CERTIFICATE
and
COMPANY ORDER
With respect to the proposed issuance and sale by Case Credit Corporation
(the "Company") from time to time of up to $550,000,000 aggregate principal
amount of the Company's Medium-Term Notes, Series C due from 9 months to 30
years from date of issue (the "Notes"), on behalf of the Company, Andrew E.
Graves and Ralph Than, 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 January 21, 1999 (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 April 21, 1999 (attached as
Exhibit D to the Secretary's Certificate of Case Credit Corporation of even
date herewith, the "Actions of the Authorized Officers"), conferred with
executive officers of the Company and, in our opinion, made such other
examinations and investigations as are necessary to enable us to express an
informed opinion as to whether Sections 2.1, 3.1 and 3.3 of the Indenture
have been complied with.
2. Based on the above-described examinations and investigations, in
our opinion, all conditions precedent relating to the authentication and
delivery of the Notes, including those conditions under Sections 2.1, 3.1
and 3.3 of the Indenture, have been complied with.
3. The forms and terms of the Notes were established pursuant to the
Actions of the Authorized Officers and the Resolutions.
In accordance with the provisions of Section 3.3 of the Indenture, the
Trustee is hereby authorized and requested to authenticate from time to time
Notes in an aggregate principal amount not to exceed $550,000,000, and to
deliver such Notes in the manner set forth in the Indenture and the Medium-Term
Notes, Series C 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 April 21, 1999, by and among the Company and J.P. Morgan
Securities Inc., Chase Securities Inc., Credit Suisse First Boston Corporation,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, NationsBanc Montgomery
Securities LLC and Salomon Smith Barney Inc., upon receipt of instructions
therefor from any one or more of the following: the Company's Chairman of the
Board, President or Chief Financial Officer. Such instructions, which will
include the specific terms of the
<PAGE>
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 21st day of April, 1999.
CASE CREDIT CORPORATION
By:_______________________________________________
Name: Andrew E. Graves
Title: President and Chief Executive Officer
By:_______________________________________________
Name: Ralph Than
Title: Vice President and Treasurer
-3-
<PAGE>
EXHIBIT 12
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)
<TABLE>
<CAPTION>
Three Months
Ended
March 31,
-------------
1999 1998
------ ------
<S> <C> <C>
Net income....................................................... $ 20 $ 19
Add:
Interest expense............................................... 45 29
Amortization of capitalized debt expense....................... 1 --
Income tax expense and other taxes on income................... 11 11
------ ------
Earnings as defined.......................................... $ 77 $ 59
====== ======
Interest expense................................................. $ 45 $ 29
Amortization of capitalized debt expense......................... 1 --
------ ------
Fixed charges as defined..................................... $ 46 $ 29
====== ======
Ratio of earnings to fixed charges............................... 1.67x 2.03x
====== ======
</TABLE>
15
<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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
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0
0
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</TABLE>
