EXHIBIT 4(c)
CASE CORPORATION
ACTIONS OF THE AUTHORIZED OFFICERS
Pursuant to the authority granted by the Board of Directors of Case
Corporation (the "Company") in its November 24, 1998 resolutions, the
undersigned agree as follows:
1. The Company shall issue $300,000,000 aggregate principal amount
of the Company's 6 1/4% Notes Due December 1, 2003, Series A (the "Series A
Securities").
2. The Company shall issue and sell the Series A Securities to
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase Securities Inc.,
Credit Suisse First Boston Corporation, NationsBanc Montgomery Securities
LLC and Salomon Smith Barney Inc. (collectively, the "Initial Purchasers")
pursuant to a Purchase Agreement, dated December 2, 1998, among the Company
and the Initial Purchasers (the "Purchase Agreement"), upon the terms and
conditions set forth therein, to be issued under and in accordance with an
Indenture, dated as of July 31, 1995, between the Company and The Bank of
New York, as Trustee ("Trustee"), relating to the Company's securities and
other obligations (the "Indenture").
3. The Company shall enter into a Registration Rights Agreement with
the Initial Purchasers (the "Registration Rights Agreement"), which
requires the Company, among other things, to conduct an exchange offer
whereby it will offer to exchange all Series A Securities for a new issue
of Securities (the "Series B Securities" and together with the Series A
Securities, the "Securities") that are identical in all material respects
with the Series A Securities except that the Series B Securities are fully
registered with the Securities and Exchange Commission.
4. In addition to the other terms provided in the Indenture with
respect to securities issued thereunder, all as more particularly described
in the Purchase Agreement, the Offering Memorandum relating to the
Securities and the form of
Security referred to below, the Securities shall contain the following
terms:
(a) The Securities shall be entitled "6 1/4% Notes Due December 1,
2003";
(b) Subject to the terms of the Indenture, the Securities shall be
initially limited in aggregate principal amount to $300,000,000;
however, the Company may "reopen" the Securities series and issue
additional Securities;
(c) Interest shall be payable to the persons in whose names the
Securities are registered at the close of business on the
applicable Regular Record Date (as defined below);
(d) The principal of the Securities is payable on December 1, 2003;
(e) The Securities shall bear interest at the rate of 6 1/4% per
annum beginning December 7, 1998. Subject to the terms of the
Indenture, interest on the Securities will be payable semi-
annually on the 1st day of December and June of each year (each
an "Interest Payment Date"), commencing on June 1, 1999. Interest
shall be paid to persons in whose names the Securities are
registered on the November 15 or May 15 preceding the Interest
Payment Date (each a "Regular Record Date");
(f) Payment of principal, and premium, if any, and interest on the
Securities will be made at the office or agency of the Company
maintained for that purpose in New York, New York; 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 appears in the security register;
(g) The Securities will not be redeemable prior to maturity;
(h) The Securities shall not provide for a sinking fund;
(i) The Securities are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof;
(j) The payment of the principal of, and any premium and interest on,
the Securities shall be made in such coin or currency of the
United States of America as at the time of payment is legal
tender for payment of public and private debts;
(k) The payment of principal of, and any premium and interest on, the
Securities shall not be determined with reference to an index or
formula (except as described in the form of Securities attached
hereto as Exhibit A with respect to the payment of additional
interest as described therein);
(l) There shall be no optional currency or currency unit in which the
payment of principal of, and any premium and interest on, the
Securities shall be payable;
(m) Both Sections 13.2 and 13.3 of the Indenture shall apply to the
Securities;
(n) Securities initially purchased by or transferred to qualified
institutional buyers ("QIBs") as defined in and in reliance on
Rule 144A under the Securities Act of 1933 ("Rule 144A") will be
in registered book-entry form and will be issued initially in the
form of one or more permanent global Securities in fully
registered form without interest coupons, substantially in the
form set forth in Exhibit A, not including the Regulation S
legend (the "U.S. Global Security") deposited with the Trustee,
as custodian for The Depository Trust Company (the "Depositary"),
duly executed by the Company and authenticated by the Trustee as
provided in the Indenture. The aggregate principal amount of the
U.S. Global Security may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as provided in the
Indenture.
Securities (i) originally purchased by or transferred to
institutional "accredited investors" (as defined in Rule
501(a)(l),(2),(3) and (7) under the Securities Act)
("Institutional Accredited Investors") who are not QIBs or (ii)
held by QIBs who elect to take physical delivery of their
certificates instead of holding their interest through the U.S.
Global Security (collectively, the "Non-Global Purchasers"), will
be in registered form without interest coupons (the "Certificated
Securities"). Upon the transfer of Certificated Securities which
were initially issued to a Non-Global Purchaser to a QIB, such
Certificated Securities will, unless the transferee requests
otherwise or the U.S. Global Security has previously been
exchanged in whole for Certificated Securities, be exchanged for
an interest in the U.S. Global Security. The Certificated
Securities will be substantially in the form of Exhibit A, but
will not contain the legend restricting transfers as required by
the Depositary as described in the first two paragraphs of
Exhibit A (the "DTC Legend").
Securities offered and sold in reliance on Regulation S under the
Securities Act ("Regulation S") shall be issued initially in the
form of a global security certificate in fully registered form
without interest coupons, substantially in the form set forth in
Exhibit A, including the Regulation S legend (the "Offshore
Global Security" and, together with the U.S. Global Security, the
"Global Securities"). The Offshore Global Security will be
deposited with the Trustee as custodian for the Depositary and
will be registered in the name
of the Depositary until the termination of the "40-day restricted
period" (as defined in Rule 903 of Regulation S) with respect to
the offer and sale of the Securities. Prior to the termination of
the 40-day restricted period, transfers of beneficial interests
in the Offshore Global Security can only be effected through the
Depositary, upon receipt by the Trustee and the Depositary of a
certificate substantially in the form of Appendix III to the
Security.
(o) The principal amount of the Securities shall be payable upon
declaration of acceleration pursuant to Section 5.2 of the
Indenture;
(p) The other terms and conditions of the Securities shall be
substantially as set forth in the Indenture and in the Offering
Memorandum relating to the Securities and as set forth on the
form of Securities attached hereto as Exhibit A.
5. The form of the Global Securities shall be substantially as attached
hereto as Exhibit A. The form of the Certificated Securities shall be
substantially the same as Exhibit A except that there will not be a DTC Legend.
6. The price at which the Series A Securities shall be sold by the
Company to the Initial Purchasers pursuant to the Purchase Agreement shall be
99.026% of the principal amount thereof, plus accrued interest from December 7,
1998 to the time of delivery.
7. The Series A Securities will be offered and sold only to QIB's,
Institutional Accredited Investors and pursuant to offers and sales to non-U.S.
persons that occur outside the U.S. within the meaning of Regulation S by the
Initial Purchasers initially at 99.626% of the principal amount thereof, plus
accrued interest from December 7, 1998 to the time of delivery.
8. The execution and delivery of the Purchase Agreement, dated December
2, 1998 (and substantially in the form attached hereto as Exhibit B), is hereby
approved.
9. The execution and delivery of the Registration Rights Agreement, dated
December 7, 1998 (and substantially in the form attached hereto as Exhibit C),
is hereby approved.
10. Any officer of this Company specified in the first paragraph of
Section 3.3 of the Indenture is hereby authorized and empowered to execute the
Securities of this Company in the form he deems appropriate, and to deliver such
Securities to the Trustee with a written order directing the Trustee to have the
Securities authenticated and delivered to such persons as such officer
designates.
11. The Bank of New York is hereby designated and appointed as Paying
Agent and Securities Registrar with respect to the Securities.
IN WITNESS WHEREOF, on behalf of the Company, the undersigned Authorized
Officers of the Company have executed this Officers' Certificate as of this 2nd
day of December, 1998.
CASE CORPORATION
By: /s/ Theodore R. French
----------------------
Name: Theodore R. French
Title: President, Financial
Services, and Chief
Financial Officer
By: /s/ Peter Hong
----------------------
Name: Peter Hong
Title: Vice President and
Treasurer
FORM OF
CASE CORPORATION
ACTIONS OF THE AUTHORIZED OFFICERS
Pursuant to the authority granted by the Board of Directors of Case
Corporation (the "Company") in its November 24, 1998 resolutions and by the
Actions of the Authorized Officers of Case Corporation dated December 2, 1998
(the "December Actions"), the undersigned agree as follows:
1. The Company shall issue up to $300,000,000 aggregate principal
amount of the Company's 6 1/4% Notes Due December 1, 2003, Series B (the
"Series B Securities") under and in accordance with the Indenture, dated as
of July 31, 1995, between the Company and The Bank of New York, as Trustee
("Trustee"), relating to the Company's securities and other obligations
(the "Indenture").
2. The Company shall offer to exchange (the "Exchange Offer") the
Series B Securities to all registered holders of its 6 1/4% Notes due
December 1, 2003, Series A (the "Series A Securities") for an identical
principal amount of Series A Securities, of which $300,000,000 aggregate
principal amount are outstanding.
3. The Company shall conduct the Exchange Offer in accordance with
the Registration Rights Agreement (the "Registration Rights Agreement"),
dated as of December 7, 1998, between the Company and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Chase Securities Inc., Credit Suisse
First Boston Corporation, NationsBanc Montgomery Securities LLC and Salomon
Smith Barney Inc. and the Prospectus relating to the Series B Securities,
dated ___________, 1999.
4. The Company shall file with the Securities and Exchange Commission
a registration statement on Form S-4 (the "Exchange Offer Registration
Statement") relating to the Series B Securities and the Exchange Offer and
shall perform all of its obligations relating to the Exchange Offer
Registration Statement set forth in the Registration Rights Agreement.
5. The Series B Securities shall have the terms of the "Securities"
described in the December Actions and as described in the Prospectus
relating to the Series B Securities; provided, however, that:
(a) The Series B Securities shall bear interest, and interest thereon
shall be payable, from the last
Interest Payment Date (as defined in the December Actions) to
which interest has been paid or duly provided for on the Series A
Securities preceding the date of issuance of the Series B
Securities, or, if no interest has been paid or duly provided for
on the Series A Securities, from December 7, 1998.
(b) Series B Securities will be in registered book-entry form and
will be issued initially in the form of one or more permanent
global securities in fully registered form without interest
coupons, substantially in the form set forth in Exhibit A (the
"Global Security"), deposited with the Trustee, as custodian for
The Depository Trust Company (the "Depository"), duly executed by
the Company and authenticated by the Trustee as provided in the
Indenture. The aggregate principal amount of the Global Security
may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as custodian for the
Depositary or its nominee, as provided in the Indenture.
(c) Series B Securities of holders who elect to take physical
delivery of their certificate instead of holding their interest
through a Global Security will be in registered form without
interest coupons, substantially in the form of Exhibit A but will
not contain the legend restricting transfers as required by the
Depository as described in the first two paragraphs of Exhibit A.
6. The Bank of New York is hereby designated and appointed as the exchange
agent with respect to the Exchange Offer and the execution and delivery of the
Exchange Agent Agreement between the Company and the Trustee (and substantially
in the form attached hereto as Exhibit B) is hereby approved.
IN WITNESS WHEREOF, on behalf of the Company, the undersigned Authorized
Officers of the Company have executed this Officers' Certificate as of this ___
day of April, 1998.
CASE CORPORATION
By: ________________________
Name:
Title:
By: ________________________
Name:
Title: