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. FX-____________ CUSIP NO.: ___________________
PRINCIPAL AMOUNT: ____________
CASE CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES C
Due From 9 Months to 30 Years From Original Issue Date
(Fixed Rate)
ORIGINAL ISSUE PRICE: REDEMPTION PRICE:
ORIGINAL ISSUE DATE: REDEMPTION COMMENCEMENT DATE:
INTEREST RATE: HOLDER'S OPTIONAL REPAYMENT DATE(S):
STATED MATURITY: HOLDER'S OPTIONAL REPAYMENT PRICE:
INTEREST PAYMENT DATE: AMORTIZATION FORMULA:
REGULAR RECORD DATE: AMORTIZATION PAYMENT DATE(S):
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.
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 specified above or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
April 1 and October 1 in each year (unless otherwise indicated on the face of
this Security), at the interest rate specified above, until the principal hereof
is paid or made available for payment provided, 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. 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,
unless otherwise indicated on the face of this Security, the March 15 or
September 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date; provided, however, that interest payable at Stated
Maturity 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 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 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
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may be made by check mailed to the address of the persons 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.
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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:
Title:
Attest: ____________________________________
Name:
Title:
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
(Reverse of Security)
CASE CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES C
Due from 9 Months to 30 Years From Original Issue Date
(Fixed 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 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.
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
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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.
Payment of interest on this Security with respect to any Interest Payment
Date will include interest accrued to but excluding such Interest Payment Date.
Interest on this Security will be computed on the basis of a 360-day year of
twelve 30-day months.
Any Payment on this Security due on any date which is not a Business Day
need not be made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on the due date, and no interest
shall accrue for the period from and after such date.
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 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 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 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 and tenor, 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 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.
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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:
--------------------------------------------
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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.
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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.
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