EXHIBIT 4.2
IF THE REGISTERED OWNER OF THIS SECURITY (AS INDICATED BELOW) IS THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") OR A NOMINEE OF THE DEPOSITORY, THEN
THIS SECURITY IS A GLOBAL SECURITY AND THE FOLLOWING LEGENDS SHALL APPLY:
THIS SECURITY IS A BOOK-ENTRY SECURITY IN A GLOBAL FORM WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS GLOBAL SECURITY IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY
TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY (55 WATER STREET, NEW YORK, NEW YORK) TO CASE CREDIT CORPORATION OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF,
THIS SECURITY IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED NO. FLR-_______________ CUSIP NO.:_____________________
PRINCIPAL AMOUNT:______________
CASE CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES A
Due From 9 Months to 30 Years From Original Issue Date
(Floating Rate)
ORIGINAL ISSUE PRICE:
ORIGINAL ISSUE DATE:
INITIAL INTEREST RATE:_________%
INTEREST RATE BASIS: (IF LIBOR, LIBOR REUTERS/LIBOR TELERATE)
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER: __________%
1
INTEREST PAYMENT DATES:
INTEREST DETERMINATION DATES:
INTEREST RESET DATES:
STATED MATURITY:
INDEX MATURITY:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
REGULAR RECORD DATES:
REDEMPTION PRICE:
REDEMPTION COMMENCEMENT DATE:
HOLDER'S OPTIONAL REPAYMENT DATE(S):
HOLDER'S OPTIONAL REPAYMENT PRICE:
AMORTIZATION FORMULA:
AMORTIZATION PAYMENT DATE(S):
CALCULATION AGENT (if other than The Bank of New York):
OTHER PROVISIONS:
IF APPLICABLE, THE FOLLOWING WILL BE COMPLETED SOLELY FOR THE PURPOSE
OF APPLYING THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES:
TOTAL AMOUNT OF OID:
YIELD TO MATURITY:
INITIAL ACCRUAL PERIOD OID:
METHOD USED TO DETERMINE
YIELD FOR INITIAL ACCRUAL
PERIOD:
_______ APPROXIMATE
_______ EXACT
If applicable, the Redemption Price initially shall be __% of the principal
amount of this Security to be redeemed and shall decline at each anniversary of
the Redemption Commencement Date by ___% of the principal amount to be redeemed
until the Redemption Price is 100% of such principal amount, together with
interest thereon to the date fixed for redemption.
2
CASE CREDIT CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (hereinafter called the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to ______________________________, or
registered assigns, the principal sum of ______________________ Dollars
($____________) at Stated Maturity specified above or upon earlier redemption or
repayment, and to pay interest thereon from the Original Issue Date shown above
or from the most recent Interest Payment Date (or, if the Interest Reset Dates
shown above are daily or weekly, from the day following the most recent Regular
Record Date) to which interest has been paid or duly provided for on the
Interest Payment Dates set forth above, and at Stated Maturity or upon earlier
redemption or repayment, commencing on the first Interest Payment Date next
succeeding the Original Issue Date; provided, however, that if the Original
Issue Date is after a Regular Record Date and before the Interest Payment Date
following the next succeeding Regular Record Date, interest payments will
commence on the Interest Payment Date following the next succeeding Regular
Record Date; at a rate per annum determined in accordance with the provisions on
the reverse hereof, depending on the Interest Rate Basis specified above, until
the principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which, unless otherwise
indicated above, shall be the 15th calendar day (whether or not a Business Day)
next preceding such Interest Payment Date; provided, however, that interest
payable at Stated Maturity specified above or upon earlier redemption or
repayment will be payable to the person to whom principal shall be payable. Any
such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice of
which shall be given to the Holders of Securities of this series and of like
tenor not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner, not inconsistent with the requirements of any
securities exchange on which this Security may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of (and premium, if any) and interest on, this
Security will be made at the office or agency of the Company maintained for that
purpose in The City of New York in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that, at the option of the Company, payment of
interest may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the Security Register. The Company will,
at all times, appoint and maintain a paying agent, initially the Trustee (the
"Paying Agent"), authorized by the Company, to pay the principal of, and
premium, if any, or interest on, this Security on behalf of the Company to the
person entitled thereto.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the Certificate of Authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
3
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under a facsimile of its Corporate Seal.
Dated:___________________
CASE CREDIT CORPORATION
By:________________________
Name:
Its:
Attest:______________________
Name:
Its:
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE SECURITIES DESCRIBED IN THE WITHIN MENTIONED INDENTURE.
The Bank of New York,
as Trustee
By:________________________
Authorized Signatory
4
(Reverse of Security)
CASE CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES A
Due From 9 Months To 30 Years From Original Issue Date
(Floating Rate)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 1, 1997 (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the Securities of the
series designated on the face hereof. The Securities of this series may be
issued from time to time in an aggregate initial offering price of up to
$550,000,000, may mature at different times, bear interest, if any, at different
rates, and be redeemable at different times or not at all.
The interest rate payable on this Security will be calculated by reference
to the Interest Rate Basis specified on the face hereof (a) plus or minus the
Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any. This
Security may have either or both of the following: (A) the Maximum Interest Rate
specified on the face hereof, which will be the maximum numerical interest rate
limitation, or ceiling, on the rate of interest which may accrue during any
interest period and (b) the Minimum Interest Rate specified on the face hereof,
which will be the minimum numerical interest rate limitation, or floor, on the
rate of interest which may accrue during any interest period. The Interest Rate
Basis may be (a) the Commercial Paper Rate, (b) the Prime Rate, (c) LIBOR, (d)
the Treasury Rate, (e) the CD Rate, (f) the CMT Rate, (g) the Federal Funds Rate
or (h) such other Interest Rate Basis as is set forth on the face hereof. The
"Index Maturity" is the period to maturity of the instrument or obligation from
which the Interest Rate Basis is calculated. Except as otherwise provided
herein, all percentages resulting from any calculation will be rounded, if
necessary, to the nearest one-hundred thousandth of a percentage point, (e.g.,
9.876545% (or 0.09876545) being rounded to 9.87655% (or 0.0987655), and all
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upwards).
Interest will be payable, in the case of Securities which reset daily or
weekly, on the third Wednesday of March, June, September and December of each
year; in the case of Securities which reset monthly, on the third Wednesday of
each month or on the third Wednesday of March, June, September and December of
each year (as specified on the face hereof); in the case of Securities which
reset quarterly, on the third Wednesday of March, June, September, and December
of each year; in the case of Securities which reset semi-annually, on the third
Wednesday of the two months of each year specified on the face hereof; and in
the case of Securities which reset annually, on the third Wednesday of the month
specified on the face hereof (each an "Interest Payment Date"); and in each
case, at Stated Maturity or upon earlier redemption or repayment.
Payments of interest with respect to an Interest Payment Date will include
interest accrued to but excluding such Interest Payment Date; provided, however,
that if the Interest Reset Dates are daily or weekly, the interest payable,
other than interest payable on the date on which principal is payable, will
include interest accrued to but excluding the day following the immediately
preceding Regular Record Date. Accrued interest from the Original Issue Date or
from the last date to which interest has
5
been paid is calculated by multiplying the face amount of this Security by an
accrued interest factor, computed by adding the interest factor calculated for
each day from such starting date to but excluding the date for which accrued
interest is being calculated. The interest factor (expressed as a decimal) for
each such day is computed by dividing the interest rate (expressed as a decimal)
applicable to such day by 360 or, if the Interest Rate Basis specified on the
face hereof is the Treasury Rate or CMT Rate, by the actual number of days in
the year.
The rate of interest on this Security will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (each an "Interest Reset Date"), as
specified on the face hereof. The Interest Reset Date will be, if this Security
resets daily, each Market Day, if this Security resets weekly (except where the
specified Interest Rate Basis is the Treasury Rate), the Wednesday of each week,
or if the specified Interest Rate Basis is the Treasury Rate, the Tuesday of
each week, if this Security resets monthly, the third Wednesday of each month,
if this Security resets quarterly, the third Wednesday of March, June, September
and December, if this Security resets semi-annually, the third Wednesday of two
months of each year, as specified on the face hereof, and if this Security
resets annually, the third Wednesday of one month of the year, as specified on
the face hereof, provided, however, that (i) the interest rate in effect from
the Original Issue Date to the first Interest Payment Date will be the Initial
Interest Rate specified on the face hereof, and (ii) the interest rate in effect
for the ten days immediately prior to Stated Maturity or, with respect to any
portion of the principal amount hereof to be redeemed or repaid, the date of
redemption or Repayment Date, will be that in effect on the tenth day preceding
such Stated Maturity, date of redemption or Repayment Date, as the case may be.
If any Interest Reset Date would otherwise be a day that is not a Market Day,
the Interest Reset Date shall be postponed to the next day that is a Market Day,
except that if the specified interest Rate Basis is LIBOR and such Market Day is
in the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Market Day.
If any Interest Payment Date specified on the face hereof would otherwise
fall on a day that is not a Market Day, such Interest Payment Date shall be the
next succeeding Market Day, or if the specified Interest Rate Basis is LIBOR (a
"LIBOR Security"), and such succeeding Market Day falls in the next calendar
month, such Interest Payment Date shall be the next preceding Market Day.
"Market Day" means (a) with respect to any Security, other than a LIBOR
Security, each Business Day and (b) with respect to any LIBOR Security, any such
Business Day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market. "Business Day" means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in the city
of New York, New York are authorized or obligated by law or executive order to
close. If Stated Maturity falls on a day that is not a Market Day, Stated
Maturity shall be the next succeeding Market Day (or, in the case of a LIBOR
Security, if such next succeeding Market Day is in the next calendar month, the
next preceding Market Day).
The Interest Determination Date pertaining to any Interest Reset Date for a
Security specifying the Commercial Paper Rate (the "Commercial Paper Interest
Determination Date"), for a Security specifying the Prime Rate (the "Prime Rate
Interest Determination Date"), for a LIBOR Security (the "LIBOR Interest
Determination Date"), for a Security specifying the CD Rate (the "CD Rate
Interest Determination Date"), for a Security specifying the CMT Rate (the "CMT
Rate Interest Determination Date") and for a Security specifying the Federal
Funds Rate (the "Federal Funds Interest Determination Date") will be the second
Market Day preceding such Interest Reset Date. The Interest Determination Date
pertaining to an Interest Reset Date for a Security specifying the Treasury Rate
(the "Treasury Interest Determination Date") will be the day of the week in
which such Interest Reset Date falls on which Treasury bills would normally be
auctioned. Treasury bills are usually sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is usually held on
the following Tuesday, except that such auction may be held on the preceding
Friday. If, as the result of
6
a legal holiday, an auction is so held on the preceding Friday, such Friday will
be the Treasury Interest Determination Date pertaining to the Interest Reset
Date occurring in the next succeeding week. If an auction date shall fall on
any Interest Reset Date for a Treasury Rate Security, then such Interest Reset
Date shall instead be the first Market Date immediately following such auction
date. Unless otherwise specified on the face hereof, the Calculation Date, if
applicable, pertaining to any Interest Determination Date, is the date by which
the applicable interest rate is determined and is the earlier of (a) the tenth
calendar day after such Interest Determination Date or, if any such day is not a
Market Day, the next succeeding Market Date and (b) the Market Day preceding the
applicable Interest Payment Date or date of Stated Maturity, as the case may be.
Determination of Commercial Paper Rate. If the Interest Rate Basis of this
Security is the Commercial Paper Rate, the interest rate with respect to any
Interest Reset Date shall equal the Money Market Yield (calculated as described
below) of the per annum rate (quoted on a bank discount basis) for the relevant
Commercial Paper Interest Determination Date for commercial paper having the
Index Maturity specified on the face hereof, as published by the Board of
Governors of the Federal Reserve System in the "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication of the Board of Governors
of the Federal Reserve System ("H.15(519)") under the heading "Commercial
Paper--Non Financial." In the event that such rate is not published prior to
3:00 P.M., New York City time, on the relevant Calculation Date, then the
Commercial Paper Rate shall be the Money Market Yield of the rate on such
Commercial Paper Interest Determination Date for commercial paper of the
specified Index Maturity as published by the Federal Reserve Bank of New York in
its daily statistical release, "Composite 3:30 P.M. Quotations for U.S.
Government Securities" or any Successor Publication published by the Federal
Reserve Bank of New York ("Composite Quotations") under the heading "Commercial
Paper". If by 3:00 P.M., New York City time, on such Calculation Date such rate
is not yet available in either H.15(519) or Composite Quotations, then the
Commercial Paper Rate with respect to such Interest Reset Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered per annum rates (quoted on a bank discount
basis), as of 11:00 A.M., New York City time, on such Commercial Paper Interest
Determination Date, of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent for commercial paper of the Index
Maturity specified on the face hereof placed for an industrial issuer whose bond
rating is "AA", or the equivalent, from a nationally recognized rating agency;
provided, however, that, if fewer than three dealers selected as aforesaid by
the Calculation Agent are quoting as mentioned above, the Commercial Paper Rate
with respect to such Interest Reset Date will be the Commercial Paper Rate in
effect on such Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
"Money Market Yield = 100 x 360 x D
---------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period from the Interest Reset Date to but excluding the day that
numerically corresponds to such Interest Reset Date (or, if there is not any
such numerically corresponding day, the last day) in the calendar month that is
the number of months corresponding to the Index Maturity specified on the face
hereof after the month in which such Interest Reset Date falls.
Determination of Prime Rate. If the Interest Rate Basis of this
Security is the Prime Rate, the interest rate with respect to any Interest Reset
Date shall equal, the rate set forth in H.15(519) for the relevant Prime Rate
Interest Determination Date opposite the caption "Bank Prime Loan." If such
7
rate is not yet published by 9:00 A.M., New York City time, on the Calculation
Date, the Prime Rate for such Prime Rate Interest Determination Date will be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the display designated as page "USPRIME1" on the Reuters Monitor
Money Rate Service (or such other page as may replace the USPRIME1 page on such
service for the purpose of displaying prime rates of major United States banks)
(the "Reuters Screen USPRIME1 Page") as such bank's prime rate or base lending
rate as in effect for such Prime Rate Interest Determination Date as quoted on
the Reuters Screen USPRIME1 Page on such Prime Rate Interest Determination Date,
or, if fewer than four such rates appear on the Reuters Screen USPRIME1 Page for
such Interest Determination Date, the Prime Rate shall be the arithmetic mean of
the rate announced as a prime or base rate for commercial loans quoted on the
basis of the actual number of days in the year divided by a 360-day year as of
the close of business on each Prime Rate Interest Determination Date by three
major money center banks in The City of New York selected by the Calculation
Agent from which quotations are requested. If fewer than three quotations are
provided, the Prime Rate will be determined as the arithmetic mean of the
announced prime rates quoted in The City of New York on the relevant Prime Rate
Interest Determination Date by three substitute banks or trust companies
organized and doing business under the laws of the United States, or any state
thereof, having total equity capital of at least U.S. $500,000,000 and being
subject to supervision or examination by federal or state authority, selected by
the Calculation Agent to quote such rate or rates; provided, however, that, if
the banks or trust companies selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the Prime Rate with respect to such
Prime Rate Interest Reset Date will be the Prime Rate in effect on such Prime
Rate Interest Determination Date.
Determination of LIBOR. If the Interest Rate Basis of this Security
is LIBOR, the interest rate with respect to any Interest Reset Date shall be
determined by the Calculation Agent in accordance with the following provisions:
(i) LIBOR will be, as specified on the face hereof, either (a)
the arithmetic mean of the offered rates for deposits in U.S. dollars
having the Index Maturity specified on the face hereof, that appear on
the Reuters Screen LIBO Page as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date, if at least two such offered rates
appear on the Reuters Screen LIBO Page ("LIBOR Reuters"), or (b) the
rate for deposits in U.S. dollars having the Index Maturity specified
on the face hereof, that appears on the Telerate Page 3750, as of
11:00 A.M., London time, on that LIBOR Interest Determination Date
("LIBOR Telerate"). "Reuters Screen LIBO Page" means the display
designated as page "LIBO" on the Reuters Monitor Money Rates Service
(or such other page as may replace the LIBO page on that service for
the purpose of displaying London interbank offered rates of major
banks). "Telerate Page 3750" means the display designated as page
"3750" on the Telerate Service (or such other page as may replace the
3750 page on that service or such other service or services as may be
nominated by the British Bankers' Association for the purpose of
displaying London interbank offered rates for U.S. dollar deposits).
If neither LIBOR Reuters nor LIBOR Telerate is specified on the face
hereof, LIBOR will be determined as if LIBOR Telerate had been
specified. If fewer than two offered rates appear on the Reuters
Screen LIBO Page, or if no rate appears on the Telerate Page 3750, as
applicable, LIBOR in respect of that LIBOR Interest Reset Date will be
determined as if the parties had specified the rate described in (ii)
below.
(ii) With respect to LIBOR Interest Determination Date on which
fewer than two offered rates for the Index Maturity specified on the
face hereof appear on the Reuters Screen LIBO Page as specified in
(i)(a) above, or on which no rate appears on Telerate Page 3750, as
specified in (i)(b) above, as applicable, LIBOR will be determined
8
on the basis of the rates at approximately 11:00 A.M. London time, on
such LIBOR Interest Determination Date at which deposits in U.S.
dollars having such specified Index Maturity are offered to prime
banks in the London interbank market by four major banks in the London
interbank market selected by the Calculation Agent commencing on the
second Market Day immediately following such LIBOR Interest
Determination Date and in a principal amount equal to an amount not
less than U.S. $1,000,000 that in the Calculation Agent's judgment is
representative for a single transaction in such market at such time (a
"Representative Amount"). The Calculation Agent will request the
principal London office of each of such banks to provide a quotation
of its rate. If at least two such quotations are provided, LIBOR with
respect to such Interest Reset Date will be the arithmetic mean of
such quotations. If fewer than two quotations are provided, LIBOR with
respect to such Interest Reset Date will be the arithmetic mean of the
rates quoted at approximately 11:00 A.M., New York City time, on such
LIBOR Interest Determination Date by three major banks in The City of
New York, selected by the Calculation Agent, for loans in U.S. dollars
to leading European banks having the Index Maturity specified on the
face hereof commencing on the Interest Reset Date and in a
Representative Amount; provided, however, that, if fewer than three
banks selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, LIBOR with respect to such Interest Reset
Date will be the LIBOR in effect on such LIBOR Interest Determination
Date.
Determination of Treasury Rate. If the Interest Rate Basis of this
Security is the Treasury Rate, the interest rate with respect to any Interest
Reset Date shall equal the rate for the auction on the relevant Treasury
Interest Determination Date of direct obligations of the United States
("Treasury bills") having the Index Maturity specified on the face hereof as
published in H.15(519) under the heading "U.S. Government Securities/Treasury
Bills/Auction Average (Investment)" or, if not so published by 3:00 P.M., New
York City time, on the relevant Calculation Date, the auction average rate
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) for such auction as otherwise
announced by the United States Department of Treasury. In the event that the
results of such auction of Treasury bills having the Index Maturity specified on
the face hereof are not published or reported as provided above by 3:00 P.M.,
New York City time, on such Calculation Date, or, if no such auction is held
during such week, then the Treasury Rate shall be the rate set forth in
H.15(519) for the relevant Treasury Interest Determination Date for the
specified Index Maturity under the heading "U.S. Government Securities/Treasury
Bills/Secondary Market." If such rate is not so published by 3:00 P.M., New
York City time, on the relevant Calculation Date, the Treasury Rate for such
Interest Reset Date shall be calculated by the Calculation Agent and shall be a
yield to maturity (expressed as a bond equivalent, on the basis of a year of 365
or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean
of the secondary market bid rates as of approximately 3:30 P.M., New York City
time, on such Treasury Interest Determination Date of three leading primary
United States government securities dealers in The City of New York selected by
the Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity specified on the face hereof; provided, however,
that, if fewer than three dealers selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, the Treasury Rate with respect to
such Interest Reset Date will be the Treasury Rate in effect on such Treasury
Interest Determination Date.
Determination of CD Rate. If the Interest Rate Basis of this Security
is the CD Rate, the interest rate with respect to any Interest Reset Date shall
equal the rate for the relevant CD Rate Interest Determination Date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as published in H.15(519) under the heading "CDs (Secondary
Market)." In the event that such rate is not published prior to 3:00 P.M., New
York City time, on the relevant
9
Calculation Date, then the CD Rate with respect to such Interest Reset Date
shall be the rate on such CD Rate Interest Determination Date for negotiable
certificates of deposit having the specified Index Maturity as published in the
Composite Quotations under the heading "Certificates of Deposit." If by 3:00
P.M., New York City time, on such Calculation Date such rate is not published in
either H.15(519) or Composite Quotations, the CD Rate with respect to such
Interest Reset Date shall be calculated by the Calculation Agent and shall be
the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New
York City time, on such CD Rate Interest Determination Date, of three leading
nonbank dealers of negotiable U.S. dollar certificates of deposit in The City of
New York selected by the Calculation Agent for negotiable certificates of
deposit of major United States money market banks with a remaining maturity
closest to the Index Maturity specified on the face hereof in a denomination of
$5,000,000; provided, however, that, if fewer than three dealers selected as
aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the CD rate with respect to such Interest Reset Date will be the CD Rate in
effect on such CD Rate Interest Determination Date.
Determination of Federal Funds Rate. If the Interest Rate Basis of this
Security is the Federal Funds Rate, the interest rate with respect to any
Interest Reset Date shall equal the rate on the relevant Federal Funds Interest
Determination Date for Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)." In the event that such rate is not published prior
to 3:00 P.M., New York City time, on the relevant Calculation Date, then the
Federal Funds Rate with respect to such Interest Reset Date will be the rate on
such Federal Funds Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate." If by 3:00 P.M.,
New York City time, on such Calculation Date such rate is not published in
either H.15(519) or Composite Quotations, the Federal Funds Rate with respect to
such Interest Reset Date shall be calculated by the Calculation Agent and shall
be the arithmetic mean of the rates, as of 11:00 A.M., New York City time, on
such Federal Funds Interest Determination Date for the last transaction of not
less than $1,000,000 in overnight Federal Funds arranged by three leading
brokers of Federal Funds transactions in The City of New York selected by the
Calculation Agent; provided, however, that, if fewer than three brokers selected
as aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the Federal Funds Rate with respect to such Interest Reset Date will be the
Federal Funds Rate in effect on such Federal Funds Interest Determination Date.
Determination of CMT Rate. If the Interest Rate Basis of this Security is
the CMT Rate, the interest rate with respect to any Interest Reset Date shall
equal the rate displayed on the Designated CMT Telerate Page under the caption
". . . Treasury Constant Maturities . . . Federal Reserve Board Release H.15
. . . Mondays Approximately 3:45 P.M." or any successor caption, under the
column for the Designated CMT Maturity Index for (i) if the Designated CMT
Telerate Page is 7055, the rate on such CMT Rate Interest Determination Date and
(ii) if the Designated CMT Telerate Page is 7052, the weekly or monthly average,
as specified on the face hereof, for the week or the month, as applicable, ended
immediately preceding the week in which the related CMT Rate Interest
Determination Date occurs. In the event such rate is no longer displayed on the
relevant page or is not displayed by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date will be such Treasury Constant Maturity rate for the
Designated CMT Maturity Index, as published in the relevant H.15(519) or any
successor publication. If such rate is no longer published or is not published
by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate on such CMT Rate Interest Determination Date will be such Treasury Constant
Maturity rate for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the CMT Rate Interest
Determination Date with respect to such Interest Reset Date as may then be
published by either the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519) or any successor publication. If
such information is not provided by 3:00 P.M.,
10
New York City time, on the related Calculation Date, then the CMT Rate for the
CMT Rate Interest Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity, based on the arithmetic mean of the secondary
market closing offer side prices as of approximately 3:30 P.M., New York City
time, on the CMT Rate Interest Determination Date reported, according to their
written records, by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York (which may include
one or more of the Agents or their affiliates) selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent is unable to obtain three such Treasury Note quotations, the
CMT Rate for such CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic mean
of the secondary market offer side prices as of approximately 3:30 P.M., New
York City time, on such CMT Rate Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least U.S. $100 million. If three or four (and not
five) of such Reference Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean of the offer prices obtained and
neither the highest nor the lowest of such quotes will be eliminated; provided,
however, that if fewer than three Reference Dealers selected by the Calculation
Agent are quoting as described herein, the CMT Rate determined as of such
Interest Determination Date will be the CMT Rate in effect on such CMT Rate
Interest Determination Date. If two Treasury Notes with an original maturity as
described in the third preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the quotes for the Treasury
Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service, or any successor service, on the page specified on the face hereof (or
any other page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519)), for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519). If
no such page is specified on the face hereof, the Designated CMT Telerate Page
shall be 7052 for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be two years.
The Calculation Agent shall calculate the interest rate on this Security in
accordance with the foregoing on each Interest Determination Date or Calculation
Date as applicable. The Calculation Agent's determination of any Interest Rate
shall be final and binding in the absence of manifest error. The interest rate
on this Security will in no event be higher than the maximum rate permitted by
applicable law.
The Calculation Agent will upon the request of the Holder of this Security,
provide to such Holder the interest rate hereon then in effect, and, if
determined, the interest rate which will become effective on the next Interest
Reset Date.
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If a Redemption Commencement Date is specified on the face hereof, this
Security may be redeemed at the option of the Company as a whole, or from time
to time in part, on any date on or after such Redemption Commencement Date and
prior to maturity, upon mailing a notice of such redemption not less than 30 nor
more than 60 days prior to the date fixed for redemption to the Holders of
Securities to be redeemed at their last registered addresses, all as further
provided in the Indenture, at the Optional Redemption Prices, if any, specified
on the face hereof (expressed in percentages of the principal amount) together
in each case with accrued interest to the date fixed for redemption. If less
than all of the Notes with like tenor and terms are to be redeemed, the Notes to
be redeemed shall be selected not more than 60 days prior to the redemption date
by the Trustee by such method as the Trustee shall deem fair and appropriate.
If a Repayment Date or Repayment Dates are specified on the face hereof,
this Security will be repayable at the option of the Holder, in whole or from
time to time in part, on such Repayment Date or Repayment Dates at the Repayment
Price specified on the face hereof, together with accrued interest thereon to
the Repayment Date on which repayment is sought. In order for this Security to
be repaid, the Company must receive at the Corporate Trust Office of the Trustee
in the City of New York, New York, at least 30 days, but not more than 60 days,
prior to the specified Repayment Date (i) the Security with the form below
entitled "Option to Elect Repayment" duly completed or (ii) a facsimile
transmission or letter from a member of a national securities exchange, the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America, setting forth the name of the Holder of
the Security, the principal amount of the Security, the portion of the principal
amount of the Security to be repaid (which shall not be less than the minimum
authorized denomination of this Security), the certificate number or a
description of the tenor and terms of the Security, a statement that the option
to elect repayment is being exercised thereby and a guarantee that this Security
with the form below entitled "Option to Elect Repayment" duly completed will be
received by the Trustee not later than five Business Days after the date of such
facsimile transmission or letter. If the procedure described in clause (ii) of
the preceding sentence is followed, this Security with form duly completed must
be received by the Trustee by such fifth Business Day. Exercise of any
repayment option by the Holder of any Security shall be irrevocable. No
transfer or exchange of any Security (or, in the event that any Security is to
be repaid in part, such portion of the Security to be repaid) will be permitted
after exercise of a repayment option. The repayment option may be exercised by
the Holder of a Security for less than the entire principal amount of the
Security provided that the principal amount of the Security remaining
outstanding after repayment, if any, is an authorized denomination. The Trustee
will refer all questions as to the validity, eligibility (including time of
receipt) and acceptance of any Security for repayment to the Company whose
determination of such questions will be final and binding.
In the event of redemption or repayment of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
Notwithstanding anything herein to the contrary, if this Note is an
Original Issue Discount Note as specified on the face hereof, the amount payable
in the event of redemption or repayment prior to the Stated Maturity hereof in
lieu of the principal amount due at the Stated Maturity hereof shall be the
Amortized Face Amount of this Security as of the Redemption Date or the date of
repayment, as the case may be. The "Amortized Face Amount" of this Security
shall be the amount equal to (a) the Issue Price (as set forth on the face
hereof) plus (b) that portion of the difference between the Issue Price and
12
the principal amount hereof that has accrued at the Yield to Maturity (as set
forth on the face hereof) (computed in accordance with generally accepted United
States bond yield computation principles) at the date as of which the Amortized
Face Amount is calculated but in no event shall the Amortized Face Amount of
this Security exceed its principal amount.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth therein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rates, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same. Transfers or exchanges of Certificated Registered Securities may not be
effected during the 15-day period preceding the mailing of a notice of
redemption.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is
13
registered as the owner hereof for all purposes, whether or not this Security be
overdue and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Capitalized terms not otherwise defined in this Security which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.
This Security shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to the conflict of laws
provisions thereof.
14
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay the within Security (or the portion hereof specified below) pursuant to
its terms at a price equal to the Repayment Price specified on the face hereof,
together with accrued interest to the Repayment Date, to the undersigned at
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of this Security is to be repaid,
specify the portion hereof which the Holder elects to have repaid ______________
________________________________ and specify the denomination or denominations
(which shall be in authorized denominations) of the Securities to be issued to
the Holder for the portion of the within Security not being repaid (in the
absence of any such specification, one such Security will be issued for the
portion not being repaid):
________________________________________________________________________________
Dated: ____________ __________________________________________________
(Signature)
Sign exactly as name appears on the front of this
Security [SIGNATURE GUARANTEED - required only if
Securities are to be issued and delivered to other
than the registered holder]
Fill in for registration of Securities if to be
issued otherwise than to the registered holder:
Name:_____________________________________________
Address:__________________________________________
__________________________________________________
(Please print name and address
including zip code)
SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER:
__________________________________________________
15
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this Security, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenant with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may be used though not in the above
list.
16
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
the within Security of Case Credit Corporation and hereby does irrevocably
constitute and appoint
________________________________________________________________________________
Attorney to transfer said Security on the books of the within named Company,
with full power of substitution in the premises.
Dated: ____________ ____________________________________________________
NOTE: The signature to this assignment must
correspond with the name as written upon the face of
the within Security in every particular, without
alteration or enlargement or any change whatsoever.
17