Exhibit 4(d)
FORM OF
CASE CORPORATION
6 1/4% Note Due December 1, 2003, Series B
No. 1 $200,000,000
CUSIP No.
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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 either in the Indenture
or herein, 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 CORPORATION
CASE 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 December 1, 2003, and to pay interest thereon from the then
most recent Interest Payment Date to which interest has been paid or duly
provided for on the Company's 6 1/4% Notes due December 1, 2003, Series A (the
"Series A Notes") or, if no interest has been paid or duly provided for on the
Series A Notes, from December 7, 1998, semi-annually on December 1 and June 1 in
each year, commencing on the first such date after the issuance hereof, at the
rate of 6 1/4% 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 November 15 or May 15 (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 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 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; 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 at such address as shall appear in the Security Register.
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.
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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 July 31, 1995 (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 series designated on
the face hereof, limited in aggregate principal amount to $300,000,000.
The Securities of this series will not be redeemable prior to maturity.
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 applicable 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.
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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.
So long as the Securities are eligible for book-entry settlement with the
Depository (the "Global Securities"), or unless otherwise required by law, the
Global Securities initially shall (i) be registered in the name of the
Depository or the nominee of such Depository and (ii) be delivered to the
Trustee as custodian for such Depository. Members of, or participants in, the
Depository ("Agent Members") shall have no rights under the Indenture with
respect to any Global Security held on their behalf by the Depository, or the
Trustee as its custodian, or under the Global Securities, and the Depository may
be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of the Global Securities for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any Agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depository or impair, as between the Depository and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
Holder of any Security.
Transfers of the Global Securities shall be limited to transfers in whole,
but, subject to the immediately succeeding sentence, not in part, to the
Depository, its successors or their respective nominees. Interests of beneficial
owners in the Global Securities may be transferred or exchanged for Certificated
Securities in accordance with the rules and procedures of the Depository and the
provisions below. In addition, Securities in registered form (the "Certificated
Securities") shall be transferred to all beneficial owners in exchange for their
beneficial interests in the Global Securities if (i) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for the Global
Securities or the Depository ceases to be a "Clearing Agency" registered under
the Securities Exchange Act of 1934, as amended, and a successor Depository is
not appointed by the Company within 90 days or (ii) an Event of Default has
occurred and is continuing and the Registrar has received a written request from
the Depository to issue Certificated Securities.
In connection with any transfer or exchange of a portion of the beneficial
interest in a Global Security to beneficial owners as described above, the
Registrar shall (if one or more Certificated Securities are to be issued)
reflect on its books and records the date and a decrease in the principal amount
of the Global Security in an amount equal to the principal amount of the
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beneficial interest in the Global Security to be transferred, and the Company
shall execute, and the Trustee shall authenticate and deliver, one or more
Certificated Securities of like tenor and amount.
In connection with the transfer of the beneficial interests in an entire
Global Security to beneficial owners as described above, the Global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in the Global Security, an equal aggregate principal amount of
Certificated Securities of authorized denominations.
The Registrar shall retain copies of all letters, notices and other written
communications received. The Company shall have the right to inspect and make
copies of all such letters, notices or other written communications at any
reasonable time during the Registrar's normal business hours upon the giving of
reasonable written notice to the Registrar. In connection with any transfer of
the Securities, the Trustee, the Registrar and the Company shall be entitled to
receive, shall be under no duty to inquire into, may conclusively presume the
correctness of, and shall be fully protected in relying upon the certificates,
opinions and other information referred to herein (or in the forms provided
herein, attached hereto or to the Securities, or otherwise) received from any
holder and any transferee to receive such Security and any other facts and
circumstances related to such transfer.
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.
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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 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.
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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: May ___, 1999
(seal) CASE CORPORATION
By:_________________________
Name: Peter Hong
Title: Vice President and
Treasurer
Attest:
By:________________________________
Name: Kevin J. Hallagan
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: May ______, 1999
By:________________________________
Authorized Signatory
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