CASE CREDIT CORPORATION
6 1/8% NOTE DUE 2003
NO. 1001 $200,000,000
CUSIP NO. 147433AA4
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 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 Trust Company, a New York corporation ("DTC"), to the issuer 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 in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
CASE CREDIT CORPORATION
CASE CREDIT CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., as nominee for DTC, or
registered assigns, the principal sum of Two Hundred Million Dollars
($200,000,000) on February 15, 2003, and to pay interest thereon from February
14, 1996 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on February 15 and August 15 in
each year, commencing August 15, 1996, at the rate of 6 1/8% per annum, 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 shall be the
February 1 or August 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. 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 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 the Securities of this series
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 (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, 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.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to herein by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
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 February 1, 1996 (herein called the
"Indenture"), between the Company, Case Corporation (herein called the
"Guarantor", which term includes any successor Person under the Indenture) 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 Guarantor, 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,
limited in aggregate principal amount to $200,000,000.
The Securities of this series will be redeemable in whole or in part
at any time at the option of the Company at a redemption price (the "Redemption
Price") equal to the greater of (i) 100% of the principal amount of such
Securities and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the date of redemption
(the "Redemption Date") on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points,
plus in each case accrued interest thereon to the Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Securities of this series to
be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term
of such Securities. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Trustee after consultation
with the Company.
"Comparable Treasury Price" means, with respect to any Redemption
Date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third Business Day preceding such Redemption
Date, as set forth in the daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (a)
the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than
four such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer
at 5:00 p.m. on the third Business Day preceding such Redemption Date.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner &
Smith Incorporated, CS First Boston Corporation, Lehman Brothers Inc.,
Lazard Freres & Co. LLC, and Morgan Stanley & Co. Incorporated and their
respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York
City (a "Primary Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each holder of the Securities of this
series to be redeemed.
Unless the Company defaults in payment of the Redemption Price, on and
after the Redemption Date interest will cease to accrue on the Securities of
this series or portions thereof called for redemption.
The Securities of this series shall not provide for a sinking fund.
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.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor 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 Guarantor 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 and
the Guarantor 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 any premium and interest
on this Security at the times, place and rate, 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 registerable 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 any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple 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.
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 Guarantor, the Trustee and any agent of the Company, the Guarantor,
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 Guarantor, the Trustee nor any such agent shall be
affected by notice to the contrary.
Interest on this Security shall be computed on the basis of a 360-day year
of twelve 30-day months.
All terms used 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: February 14, 1996
(seal) CASE CREDIT CORPORATION
By: /s/ Robert A. Wegner
-----------------------------
Name: Robert A. Wegner
Title: Vice President, Chief
Financial Officer and
Treasurer
Attest:
By: /s/ Dawn M. Beck
------------------------------
Name: Dawn M. Beck
Its: Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW YORK,
as Trustee, certifies that this is one of the
Securities referred to in the within-mentioned
Indenture.
Dated: February 14, 1996
By: /s/ Mary LaGumina
---------------------------------------
Authorized Signatory
GUARANTEE
FOR VALUE RECEIVED, CASE CORPORATION, a Delaware corporation (the
"Guarantor", which term includes any successor corporation under the Indenture
referred to in this Security upon which this Guarantee is endorsed (the
"Indenture")), hereby guarantees to the holder of this Security upon which this
Guarantee is endorsed the payment of the principal, premium, if any, and any
interest on this Security as the same shall become due and payable after any
applicable grace period, whether at maturity or upon redemption, declaration or
otherwise.
The Guarantor shall be unconditionally discharged and permanently
released from all obligations under this Guarantee at the first time at which
the sum of (x) the aggregate indebtedness for money borrowed by Case Credit
Corporation (the "Company," which term includes any successor corporation under
the Indenture) and its Restricted Subsidiaries that is guaranteed by the
Guarantor (excluding this Security and any other indebtedness of the Company and
its subsidiaries that is guaranteed by the Guarantor if such guarantee is in
fact released in full at the same time and on the same terms that this Guarantee
is released) and (y) the aggregate amount of money and credit that is then
available (but not drawn) to the Company and its Restricted Subsidiaries under
committed borrowing facilities that would become guaranteed by the Guarantor
when borrowed under such facilities, is less than $100,000,000, provided that
(a) no Event of Default under the Indenture shall have occurred (disregarding
any applicable grace period, notice requirement or other condition) and be
continuing before or immediately after giving effect to such release and (b) the
rating for rated unsecured senior debt of the Company in effect by Moody's
Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Group ("S&P")
immediately after the release of the Guarantee would be no worse than the rating
for rated unsecured senior debt of the Company in effect by Moody's and S&P
immediately prior to the release of the Guarantee.
The Guarantor hereby agrees that its obligations hereunder shall be as
principal and not merely as surety. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to said Security or the
indebtedness evidenced thereby and all demands whatsoever and covenants that
this Guarantee will not be discharged except by complete performance of the
obligations contained in this Guarantee.
This Guarantee shall be subrogated to all rights of the holder of the
Security upon which this Guarantee is endorsed against the Company in respect of
any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee or the Indenture; provided that the
Guarantor shall not be entitled to enforce or receive any payment arising out
of, or based upon, such right of subrogation until all amounts due on or to
become due on or in respect of the Security upon which this Guarantee is
endorsed shall have been paid in full or duly provided for.
This Guarantee constitutes a guarantee of payment and is unsecured and
ranks equally and ratably with all other unsecured and unsubordinated
obligations of the Guarantor.
The Guarantor hereby certifies and warrants that all acts, conditions
and things required to be done and performed and to have happened precedent to
the creation and issuance of this Guarantee, and to constitute the same the
legal, valid and binding obligations of the Guarantor enforceable in accordance
with its terms have been done and performed and have happened in compliance with
all applicable laws.
This Guarantee is dated the date of this Security upon which it is
endorsed.
No recourse for the payment on this Guarantee, or for any claim based
hereon or otherwise in respect hereof, and no recourse under or upon any
obligation, covenant or agreement of the Guarantor in the Indenture or any
indenture supplemental thereto or in any Guarantee, or because of the creations
of any indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such past, present or future, of the
Guarantor or of any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.
All capitalized terms used in this Guarantee but not defined herein
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on this Security upon which this Guarantee is
endorsed shall have been executed by the Trustee under the Indenture by the
manual signature of one of its authorized signatories.
This Guarantee shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes, shall be construed in accordance
with the laws of the State of New York.