EXHIBIT 4(b)
CASE CORPORATION
CONSENT OF DIRECTORS
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The undersigned, being all of the members of the Board of Directors of Case
Corporation (the "Corporation"), a Delaware corporation, do hereby consent to
the adoption of, and do hereby adopt, the following resolutions in accordance
with Section 141(f) of the General Corporation Law of the State of Delaware:
RESOLVED that the Corporation is hereby authorized: (a) to effect
public and/or private offering(s) of debt securities of the
Corporation in an aggregate principal amount resulting in gross
proceeds to the Corporation of up to $500,000,000, 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 $500,000,000 (determined in the case of
foreign currencies or foreign currency units by reference to the
equivalent in United States dollars at the time of offering); (b) to
issue one or more series of Debentures, Notes and other evidences of
indebtedness to evidence the indebtedness authorized by or pursuant to
these resolutions having terms established in accordance with these
resolutions (and all Debentures, Notes and other evidences of
indebtedness which shall actually be issued by the Corporation
pursuant to such authorization are herein collectively called the
"Debt Securities") pursuant to (1) the existing indenture between the
Corporation and The Bank of New York, dated as of July
31, 1995 (the "Existing Indenture"), (2) a supplement to the Existing
Indenture or (3) a new indenture and fiscal and paying agency
agreement(s) as described in clause (c) below; and (c) to enter into a
supplement to the Existing Indenture and/or to enter into a new
indenture and fiscal and paying agency agreement(s) governing the Debt
Securities and the Exchange Securities (as defined below) (and any
supplement thereto), if necessary or desirable, having the terms
established in accordance with these resolutions (the Existing
Indenture (and any supplement thereto) and any such new indenture and
fiscal and paying agency agreement(s) (and any supplement thereto)
governing the Debt Securities and Exchange Securities, if necessary or
desirable, into which the Corporation shall actually enter are herein
collectively called the "Indenture");
FURTHER RESOLVED that any two of Jean-Pierre Rosso, the Chairman
and Chief Executive Officer of the Corporation, Theodore R. French,
the President, Financial Services, and Chief Financial Officer of the
Corporation, Peter Hong, the Vice President and Treasurer of the
Corporation, and Robert A. Wegner, a Vice President of the Corporation
(each of such officers being an "Authorized Officer"), are hereby
authorized to determine: (a) the terms of any supplement to the
Existing Indenture and the terms of any new indenture and fiscal and
paying agency agreement(s) governing the Debt Securities and the
Exchange Securities (and any supplement thereto), if necessary or
desirable, and the bank or trust company which shall serve as trustee
under any such new Indenture; (b) the entity which shall serve as
paying agent under any such 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
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Securities and the amount of each such 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 or private resale pursuant to Rule 144A, 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 private
placement to investment bankers (the "Initial Purchasers") providing
for resales pursuant to Rule 144A (a "144A Sale") under the Securities
Act of 1933, as amended (the "Securities Act"), the Initial Purchasers
to be utilized, the purchase discount and other fees applicable to
such transaction, the indemnification and contribution arrangements to
be made by the Corporation in connection with such sale to the Initial
Purchasers and all other terms governing such private placement; (i)
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; (j) 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
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in connection with such program and all other terms governing such
program; (k) in connection with a 144A Sale, the terms of one or more
exchange offer agreements (including determining the entity that will
serve as exchange agent) and/or registration rights agreements
providing for the exchange for the privately placed Debt Securities of
publicly-registered Debt Securities (the "Exchange Securities")
substantially similar to such securities and/or for the registration
of the Exchange Securities under the Securities Act; (l) the terms
upon which Debt Securities and/or Exchange Securities may be
registered, qualified or otherwise cleared under Federal and state
securities laws; (m) whether Debt Securities shall be senior or
subordinated to other debt of the Corporation; (n) the exchange or
exchanges (or PORTAL) (if any) on which Debt Securities and/or
Exchange Securities shall be listed and the terms of any such listing;
(o) whether the Debt Securities and the Exchange Securities are to be
in definitive or book entry form and, if the latter, the depository
with respect to Debt Securities and Exchange Securities; and (p) any
other actions which the Corporation may take relating to Debt
Securities or Exchange Securities;
FURTHER RESOLVED that the yield to maturity of any issue of Debt
Securities authorized by any two 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
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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;
FURTHER 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 to register Debt Securities (including, without
limitation, any Exchange Securities constituting Debt Securities)
under the Securities Act, and such pre-effective and post-effective
amendments to such 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 which such officer may deem
necessary or appropriate; (b) the execution and filing with the
Commission of an application for the registration of Debt Securities
or Exchange Securities under the Securities Exchange Act of 1934, as
amended, if necessary or desirable, and all additional instruments and
documents which may be necessary or desirable to effectuate such
registration; (c) the execution and filing of a Listing Application
for the listing of Debt Securities or Exchange Securities on
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any stock exchange (or on PORTAL) on which such officer deems such
Debt Securities or Exchange 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 Debt Securities or Exchange Securities on any
such exchange; (d) the qualification of any new 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; (f) the preparation of a private placement
memorandum or offering memorandum relating to the private placement of
any Debt Securities; and (g) the execution and filing with the
appropriate state agencies of all requisite instruments, records and
documents, including but not limited to applications, reports, surety
bonds, irrevocable consents and appointments of attorneys for service
of process and any 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 or the Exchange Securities;
FURTHER RESOLVED that each officer and director of the
Corporation who may be required to execute such Registration
Statements or the Shelf Registration Statement (as defined below) or
any amendments thereto is hereby authorized to execute a Power of
Attorney appointing Theodore R. French, Richard S. Brennan and Peter
Hong, 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. Each of such attorneys shall have
power to act hereunder with or without the other attorney 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
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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;
FURTHER 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, Exchange
Securities and Shelf Securities (as defined below) 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 interests 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 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 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:
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"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 Secretary or an 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 document 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;"
FURTHER RESOLVED that any one Authorized Officer or the General
Counsel and Secretary of the Corporation is hereby authorized to
execute and deliver on behalf of the Corporation any agreement, Debt
Securities, Exchange 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) any new indenture (and any
supplement thereto); (b) any supplement to the Existing Indenture; (c)
any fiscal and paying agency agreement(s); (d) the Debt Securities
(the execution of which may be by means of facsimile signature); (e)
the Exchange Securities (the execution of which may be by means of
facsimile signature); (f) any Purchase Agreement, Underwriting
Agreement and any related pricing agreement, delayed delivery
agreement or other documentation on substantially the terms approved
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by any two Authorized Officers as provided in the foregoing
resolutions; (g) any registration rights agreement or other exchange
offer agreement on substantially the terms approved by any two
Authorized Officers as provided in the foregoing resolutions; and (h)
any Distribution Agreement and any related Terms Agreement or other
documentation on substantially the terms approved by any two
Authorized Officers as provided in the foregoing resolutions. Any
agreement or other document which shall be executed and delivered on
behalf of the Corporation by any one Authorized Officer or the General
Counsel and Secretary 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;
FURTHER 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 one Authorized
Officer or the General Counsel and Secretary 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;
FURTHER RESOLVED that any one Authorized Officer is hereby
authorized to cause the Corporation to take any action which such
officer shall deem necessary or desirable to (a) file with the
Commission a Registration Statement (such Registration Statement,
being in addition to any other Registration Statement referred to in
these resolutions, is referred to as the "Shelf Registration
Statement") to register under the Securities Act up to $400,000,000
aggregate principal amount of debt securities of the Corporation (the
"Shelf Securities") (which debt securities may be, if so determined by
such officer, denominated in foreign currencies or foreign
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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 $400,000,000 (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)), and
such pre-effective and post-effective amendments to such Shelf
Registration Statement as such officer may deem appropriate and,
including after the effective date of the Shelf Registration
Statement, any supplements to the prospectus filed as part of the
Shelf Registration Statement which such officer may deem necessary or
appropriate; (b) enter into a new indenture and fiscal and paying
agency agreement(s) governing the Shelf Securities (and any supplement
thereto), if necessary or desirable, and cause such new indenture to
be qualified under the Trust Indenture Act of 1939, as amended; and
(c) execute and file with the appropriate state agencies all requisite
instruments, records and documents, including but not limited to
applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process and to take 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 Shelf Securities; and
FURTHER RESOLVED that the $500,000,000 authorization contained in
these resolutions with respect to the issuance and sale of Debt
Securities and the $400,000,000 authorization contained in these
resolutions with respect to the Shelf Registration Statement shall be
separate from and in addition to the dollar amount of any
authorization to issue notes, debentures or other debt securities of
the Corporation contained in resolutions previously adopted by this
Board of Directors and currently in effect; and the authorization
relating to the Shelf Securities does not include an authorization to
issue and sell such Shelf Securities.
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The Secretary or any Assistant Secretary of the Corporation is hereby
directed to file this written Consent with the minutes of the proceedings of
this Board of Directors.
Dated as of November 24, 1998.
/s/ PEI-YUAN CHIA /s/ KATHERINE M. HUDSON
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Pei-yuan Chia Katherine M. Hudson
/s/ RONALD E. GOLDSBERRY /s/ GERALD ROSENFELD
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Ronald E. Goldsberry Gerald Rosenfeld
/s/ JEFFERY T. GRADE /s/ JEAN-PIERRE ROSSO
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Jeffery T. Grade Jean-Pierre Rosso
/s/ THOMAS R. HODGSON /s/ THEODORE R. TETZLAFF
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Thomas R. Hodgson Theodore R. Tetzlaff
Consent\Case Corp. Debt Offering
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