CASE CORPORATION
ACTIONS OF THE AUTHORIZED OFFICERS
Pursuant to the authority granted by the Board of Directors of Case
Corporation (the "Guarantor") in its December 8, 1995 resolutions, the
undersigned agree as follows:
1. Case Credit Corporation (the "Company") is issuing $200,000,000
aggregate principal amount of the Company's 6 1/8% Notes Due February 15,
2003 (the "Notes") conditionally guaranteed by the Guarantor (the
"Guarantee") and such Guarantee is to be endorsed on each Note.
2. The Company is issuing and selling Notes to Merrill Lynch, Pierce,
Fenner & Smith Incorporated, CS First Boston Corporation, Lazard Freres &
Co. LLC, Lehman Brothers Inc., and Morgan Stanley & Co. Incorporated
(collectively, the "Underwriters") pursuant to an Underwriting Agreement
dated February 9, 1996, and a Terms Agreement, dated February 9, 1996
("Terms Agreement"), among the Company and the Guarantor and the
Underwriters, upon the terms and conditions set forth therein, to be issued
under and in accordance with an Indenture, dated as of February 1, 1996,
among the Company, the Guarantor and The Bank of New York, as Trustee
("Trustee"), relating to the Notes, the Guarantees and other obligations
(the "Indenture").
3. In addition to the other terms provided in the Indenture with
respect to securities issued thereunder, all as more particularly described
in the Terms Agreement, the Prospectus and the Prospectus Supplement
relating to the Notes and the form of Note referred to below, Notes will
contain the terms specified in the Actions of the Authorized Officers of
the Company, dated February 9, 1996, and the Guarantee by the Guarantor
shall be endorsed on each Note.
4. Subject to the terms and conditions of the Guarantee, the
Guarantor agrees to guarantee the payment of the principal, and premium, if
any, and interest, if any, on the Notes, as such principal, and premium, if
any, and interest, if any, shall become due and payable after any
applicable grace period, whether at maturity, redemption, declaration or
otherwise.
5. In accordance with Section 14.2 of the Indenture, the Guarantor
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 the Notes or the indebtedness evidenced thereby and
all demands whatsoever and covenants that the Guarantee will not be
discharged except by complete performance of the obligations contained in
the Guarantee.
6. In accordance with Section 14.2 of the Indenture, the Guarantor
shall be subrogated to all rights of the holders of the Notes against the
Company in respect of any amounts paid by the Guarantor pursuant to the
provisions of the 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 the Notes shall have been paid in full or duly provided for.
7. In accordance with Section 14.2 of the Indenture, the Guarantee
constitutes a guarantee of payment and is unsecured and ranks equally and
ratably with all other unsecured and unsubordinated obligations of the
Guarantor.
8. The form of the Notes, with the Guarantee endorsed thereon (such
Guarantee being in substantially the form set forth in Section 14.4 of the
Indenture), shall be substantially as attached hereto as Exhibit A.
9. The execution and delivery of the Underwriting Agreement, dated
February 9, 1996, and the related Terms Agreement, dated February 9, 1996
(and substantially in the form attached hereto as Exhibit B), is hereby
approved.
10. Any officer of the Guarantor specified in the first paragraph of
Section 14.3 of the Indenture is hereby authorized and empowered to execute
the Guarantee in the form he deems appropriate.
IN WITNESS WHEREOF, on behalf of the Guarantor, the undersigned Authorized
Officers of the Guarantor have executed this Officers' Certificate as of this
9th day of February, 1996.
CASE CORPORATION
By: /s/ Theodore R. French
------------------------
Name: Theodore R. French
Title: Senior Vice President
and Chief Financial
Officer
By: /s/ Benson K. Woo
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Name: Benson K. Woo
Title: Vice President and
Treasurer