CASE CREDIT CORPORATION
Consent of Directors
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Pursuant to Section 141(f) of the
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General Corporation Law of the State of Delaware
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The undersigned, being all of the Directors of CASE CREDIT CORPORATION, a
Delaware corporation (the "Corporation"), pursuant to Section 141(f) of the
General Corporation Law of the State of Delaware, DO HEREBY CONSENT to the
adoption of, and DO HEREBY ADOPT, the following resolutions:
SHELF REGISTRATION OF
UP TO $800,000,000 OF DEBT SECURITIES
WHEREAS, on May 13, 1998, the Board of Directors of the Corporation adopted
resolutions (the "1998 Resolutions") authorizing the filing of a Registration
Statement on Form S-3 (Registration Statement No. 333-52725) (the "1998
Registration Statement") for the issuance of up to a maximum of $1,000,000,000
of debt securities; and
WHEREAS, the Corporation currently has $291,000,000 of debt securities
remaining available for issuance under the 1998 Registration Statement; and
WHEREAS, it may be advisable and in the best interests of the Corporation
to effect public offering(s) of debt securities of, or guaranteed by, the
Corporation in an aggregate principal amount resulting in gross proceeds to the
Corporation of up to a maximum of $800,000,000 on terms to be determined as
hereafter provided.
NOW, THEREFORE, BE IT RESOLVED as follows:
A. GENERAL AUTHORIZATION
RESOLVED, that the Corporation is hereby authorized: (a) to effect public
offering(s) of debt securities of, or guaranteed by, the Corporation in an
aggregate principal amount resulting in gross proceeds to the Corporation of up
to $800,000,000 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 $800,000,000 (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 or guaranteed by
the Corporation pursuant to such authorization are herein collectively called
the "Debt Securities"); and (c) to enter into an indenture and fiscal and paying
agency agreements governing the Debt Securities (and any supplement thereto)
having terms established in accordance with these resolutions (and such
indenture and any such fiscal or paying agency agreements (and any supplement
thereto) governing the Debt Securities into which the Corporation shall actually
enter are herein collectively called the "Indenture");
B. TRANSACTION TERMS
RESOLVED, that Theodore R. French, the Chairman of the Board of the
Corporation, Kenneth R. Gangl, the President and Chief Executive Officer of the
Corporation, Andrew E. Graves, a Senior Vice Chairman of the Corporation, and
Robert A. Wegner, the Vice President and Chief Financial Officer of the
Corporation (each of such officers being an "Authorized Officer"), are each
hereby authorized to determine: (a) the terms of the Indenture and the bank or
trust company which shall serve as trustee under the Indenture; (b) the entity
which shall serve as paying agent under the 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 Securities and the amount of each 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,
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 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; (i) 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 in connection with such program and all other terms governing such
program; (j) the exchange or exchanges (if any) on which the Debt Securities
shall be listed and the terms of any such listing; (k) the terms upon which the
Debt Securities may be
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registered, qualified or otherwise cleared under the Federal and state
securities laws; (l) whether the Debt Securities shall be senior or subordinated
to other debt of the Corporation; (m) whether the Debt Securities are to be in
definitive or book entry form and, if the latter, the depository with respect to
the Debt Securities; and (n) any other actions which the Corporation may take
relating to the Debt Securities;
RESOLVED, that the yield to maturity of any issue of Debt Securities
authorized by any 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 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);
C. IMPLEMENTATION ACTIONS
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 under the Securities Act of 1933, as amended, and such pre-effective
and post-effective amendments to such Registration Statement and the 1998
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 and the 1998 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 the Debt Securities under the Securities Exchange Act of 1934, as amended, if
necessary, and all additional instruments and documents which may be necessary
to effectuate such registration; (c) the execution and filing of a Listing
Application for the listing of the Debt Securities on any stock exchange on
which such officer deems such Debt 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 the Debt Securities on any such
exchange; (d) the qualification of the 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; and (f) the
execution and filing with the appropriate state agencies of all
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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;
RESOLVED, that each officer and director of the Corporation who may be
required to execute such Registration Statements or any amendments thereto is
hereby authorized to execute a Power of Attorney appointing Theodore R. French,
Kenneth R. Gangl and Robert A. Wegner, 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. Such attorney shall have power to act hereunder 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 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;
D. STATES SECURITIES REGISTRATION
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 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 interest 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 or any Assistant 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 or any Assistant 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;
"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
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Secretary or any 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 documents 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;"
E. PRINCIPAL AMOUNT LIMITATION
RESOLVED, that the 1998 Resolutions are hereby rescinded; provided,
however, that such rescission shall not affect any action, including the
registration of any debt securities, taken under the 1998 Resolutions prior to
their rescission or required to be taken in the future as a result of the
issuance of such securities thereunder; and provided, further, that such
rescission shall not affect the ability of the Corporation to amend or
supplement any registration statements, including the 1998 Registration
Statement, filed with respect to such securities and to benefit from any
registration fees paid to the Commission or any state securities commission in
connection with any such prior registration statements;
F. DOCUMENTATION
RESOLVED, that any Authorized Officer is hereby authorized to execute and
deliver on behalf of the Corporation any agreement, Debt 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) the Indenture; (b) any
supplement to the Indenture; (c) the Debt Securities (the execution of which may
be by means of facsimile signature); (d) any Underwriting Agreement and any
related pricing agreement, delayed delivery agreement or other documentation on
substantially the terms approved by any Authorized Officer as provided in the
foregoing resolutions; and (e) any Distribution Agreement and any related Terms
Agreement. Any agreement or other document which shall be executed and
delivered on behalf of the Corporation by any Authorized Officer 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; and
G. ADDITIONAL CONSENTS
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
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Authorized Officer 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.
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The Secretary of the Corporation is hereby directed to file a signed copy
of this consent in the minute book of the Corporation.
Dated: January 21, 1999
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Theodore R. French
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Kenneth R. Gangl
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Andrew E. Graves
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