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. FLR-_______________ CUSIP NO.:_____________________
PRINCIPAL AMOUNT:______________
CASE CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES C
Due From 9 Months to 30 Years From Original Issue Date
(Floating Rate)
ORIGINAL ISSUE PRICE:
ORIGINAL ISSUE DATE:
INITIAL INTEREST RATE:_________%
INTEREST RATE BASIS: (IF LIBOR, / / LIBOR Reuters / / LIBOR Telerate)
(If Treasury Rate, designated Telerate page: / /56 / /57)
(If CMT Rate, designated CMT Telerate page: / /7051 / /7052
(if 7052, / / weekly or / / monthly average)
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER: __________%
INTEREST PAYMENT DATES:
INTEREST DETERMINATION DATES:
INTEREST RESET DATES:
STATED MATURITY:
INDEX MATURITY:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
REGULAR RECORD DATES:
REDEMPTION PRICE:
REDEMPTION COMMENCEMENT DATE:
HOLDER'S OPTIONAL REPAYMENT DATE(S):
HOLDER'S OPTIONAL REPAYMENT PRICE:
AMORTIZATION FORMULA:
AMORTIZATION PAYMENT DATE(S):
CALCULATION AGENT (if other than The Bank of New York):
OTHER PROVISIONS:
2
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 shown above
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for on the Interest Payment Dates set forth above, and at Stated
Maturity or upon earlier redemption or repayment, commencing on the first
Interest Payment Date next succeeding the Original Issue Date; provided,
however, 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; at a rate per annum determined in
accordance with the provisions on the reverse hereof, depending on the Interest
Rate Basis specified above, 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, unless otherwise indicated above, shall be the 15th
calendar day (whether or not a Business Day) next preceding such Interest
Payment Date; provided, however, that interest payable at Stated Maturity
specified above 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 shall 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 of which shall be given to the 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.
3
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 City 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 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.
4
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:
Its:
Attest:____________________
Name:
Its:
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
(Floating 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 Securities 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.
The interest rate payable on this Security will be calculated by reference
to the Interest Rate Basis specified on the face hereof (a) plus or minus the
Spread, if any, or (b) multiplied by the Spread Multiplier, if any. This
Security may have either or both of the following: (A) the Maximum Interest Rate
specified on the face hereof, which will be the maximum numerical interest rate
limitation, or ceiling, on the rate of interest which may accrue during any
interest period and (b) the Minimum Interest Rate specified on the face hereof,
which will be the minimum numerical interest rate limitation, or floor, on the
rate of interest which may accrue during any interest period. The Interest Rate
Basis may be (a) the Commercial Paper Rate, (b) the Prime Rate, (c) LIBOR, (d)
the Treasury Rate, (e) the CD Rate, (f) the CMT Rate, (g) the Federal Funds
Rate or (h) such other Interest Rate Basis as is set forth on the face hereof.
The "Index Maturity" is the period to maturity of the instrument or obligation
from which the Interest Rate Basis is calculated. Except as otherwise provided
herein, all percentages resulting from any calculation will be rounded, if
necessary, to the nearest one-hundred thousandth of a percentage point, (e.g.,
9.876545% (or 0.09876545) being rounded to 9.87655% (or 0.0987655), and all
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upwards).
Interest will be payable, in the case of Securities which reset daily,
weekly or monthly, on the third Wednesday of each month or on the third
Wednesday of March, June, September and December of each year (as specified on
the face hereof); in the case of Securities which reset quarterly, on the third
Wednesday of March, June, September, and December of each year; in the case of
Securities which reset semi-annually, on the third Wednesday of the two months
of each year specified on the face hereof; and in the case of Securities which
reset annually, on the third Wednesday of the month specified on the face hereof
(each an "Interest Payment Date"); and in each case, at Stated Maturity or upon
earlier redemption or repayment.
Payments of interest will include interest accrued to but excluding the
applicable Interest Payment Date or date of Stated Maturity, redemption or
repayment, as the case may be. Accrued interest from the Original Issue Date or
from the last date to which interest has been paid is calculated by multiplying
the face amount of this Security by an accrued interest factor, computed by
adding the interest factor calculated for each day from such starting date to
but excluding the date for which accrued interest is being calculated. The
interest factor (expressed as a decimal) for each such day is
6
computed by dividing the interest rate (expressed as a decimal) applicable to
such day by 360 or, if the Interest Rate Basis specified on the face hereof is
the Treasury Rate or CMT Rate, by the actual number of days in the year.
The rate of interest on this Security will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (each an "Interest Reset Date"), as
specified on the face hereof. The Interest Reset Date will be, if this Security
resets daily, each Business Day, if this Security resets weekly (except where
the specified Interest Rate Basis is the Treasury Rate), the Wednesday of each
week, or if the specified Interest Rate Basis is the Treasury Rate, the Tuesday
of each week, if this Security resets monthly, the third Wednesday of each
month, if this Security resets quarterly, the third Wednesday of March, June,
September and December, if this Security resets semi-annually, the third
Wednesday of two months of each year, as specified on the face hereof, and if
this Security resets annually, the third Wednesday of one month of the year, as
specified on the face hereof. The interest rate in effect from the Original
Issue Date to the first Interest Reset Date will be the Initial Interest Rate
specified on the face hereof. If any Interest Reset Date would otherwise be a
day that is not a Business Day, the Interest Reset Date shall be postponed to
the next day that is a Business Day, except that if the specified interest Rate
Basis is LIBOR and such Business Day is in the next succeeding calendar month,
such Interest Reset Date shall be the immediately preceding Business Day.
If any Interest Payment Date specified on the face hereof (other than at
the Stated Maturity) would otherwise fall on a day that is not a Business Day,
such Interest Payment Date shall be the next succeeding Business Day, or if the
specified Interest Rate Basis is LIBOR (a "LIBOR Security"), and such succeeding
Business Day falls in the next calendar month, such Interest Payment Date shall
be the next preceding Business Day. "Business Day" means (i) for all Notes,
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in the city of New York, New York are authorized or
obligated by law or executive order to close and (ii) for LIBOR Notes, also a
London Banking Day (as defined below). If the Stated Maturity (or date of
redemption or repayment) falls on a day that is not a Business Day, the payment
of interest and principal (and premium, if any) will be made on the next
succeeding Business Day, and no interest will accrue as a result of such delayed
payment.
The interest rate commencing on an Interest Reset Date shall be the rate
determined by reference to the applicable Interest Rate Basis determined as of
the "Interest Determination Date." The Interest Determination Date pertaining
to any Interest Reset Date for a Security specifying the Commercial Paper Rate
(the "Commercial Paper Interest Determination Date"), for a Security specifying
the Prime Rate (the "Prime Rate Interest Determination Date"), for a Security
specifying the CD Rate (the "CD Rate Interest Determination Date"), for a
Security specifying the CMT Rate (the "CMT Rate Interest Determination Date")
and for a Security specifying the Federal Funds Rate (the "Federal Funds
Interest Determination Date") will be the second Business Day preceding such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for a LIBOR Note (the "LIBOR Interest Determination Date") will be
the second London Banking Day preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for a Security
specifying the Treasury Rate (the "Treasury Interest Determination Date") will
be the day of the week in which such Interest Reset Date falls on which Treasury
bills would normally be auctioned. Treasury bills are usually sold at auction
on Monday of each week, unless that day is a legal holiday, in which case the
auction is usually held on the following Tuesday, except that such auction may
be held on the preceding Friday. If an auction date shall fall on any Interest
Reset Date for a Treasury Rate Security, then such Interest Reset Date shall
instead be the first Business Date immediately following such auction date.
Unless otherwise specified on the face hereof, the Calculation Date, if
applicable, pertaining to any Interest Determination Date, is the date by which
the applicable interest rate is determined and is the earlier of (a) the tenth
calendar day after such Interest Determination Date or, if any such day is not a
Business
7
Day, the next succeeding Business Date and (b) the Business Day preceding the
applicable Interest Payment Date or date of Stated Maturity, as the case may be.
"London Banking Day" means a day on which commercial banks are open for
business, including dealings in the U.S. dollar, in London.
Determination of Commercial Paper Rate. If the Interest Rate Basis of
this Security is the Commercial Paper Rate, the interest rate with respect to
any Commercial Paper Interest Determination Date shall equal the Money Market
Yield (calculated as described below) of the rate on such date for commercial
paper having the Index Maturity specified on the face hereof, as such rate shall
be published by the Board of Governors of the Federal Reserve System in the
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "Commercial Paper Nonfinancial."
The following procedures shall apply if the rate cannot be set as
described above. In the event that such rate is not published by 9:00 a.m, New
York City time, on the relevant Calculation Date, then the Commercial Paper Rate
shall be the Money Market Yield of the rate on such Commercial Paper Interest
Determination Date for commercial paper of the Index Maturity specified on the
face hereof as published in the daily update of H.15 (519), available through
the world wide website of the Board of Governors of the Federal Reserve System
at http://www.bog.frb.fed.us/releases/h15/ update, or any successor site or
publication ("H.15 Daily Update") under the heading "Commercial Paper-
Nonfinancial." If by 3:00 p.m, New York City time, on such Calculation Date the
rate is not published in either H.15(519) or H.15 Daily Update, then the
Calculation Agent will determine the Commercial Paper Rate to be the Money
Market Yield of the arithmetic mean of the offered rates, as of 11:00 a.m., New
York City time, on such Commercial Paper Interest Determination Date, of three
leading dealers of commercial paper in New York City selected by the Calculation
Agent (after consultation with the Company) for commercial paper of the Index
Maturity specified on the face hereof placed for an industrial issuer whose bond
rating is "AA," or the equivalent, from a nationally recognized rating
organization. If fewer than three dealers selected as aforesaid by the
Calculation Agent are providing quotes, the Commercial Paper Rate with respect
to such Interest Reset Date will be the Commercial Paper Rate in effect on such
Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
"Money Market Yield = 100 x 360 x D
--------------
360 - (D x M)
where "D" refers to the annual rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period from the Interest Reset Date to but excluding the day that
numerically corresponds to such Interest Reset Date (or, if there is not any
such numerically corresponding day, the last day) in the calendar month that is
the number of months corresponding to the Index Maturity specified on the face
hereof after the month in which such Interest Reset Date falls.
Determination of Prime Rate. If the Interest Rate Basis of this
Security is the Prime Rate, the interest rate with respect to any Prime Rate
Interest Determination Date shall equal the rate on such date as published in
H.15(519) under the heading "Bank Prime Loan."
The following procedures shall apply if the rate cannot be set as
described above. If such rate is not yet published by 9:00 a.m., New York City
time, on the Calculation Date, the Prime Rate will be the rate on such Prime
Rate Interest Determination Date as published in H.15 Daily Update opposite the
caption "Bank Prime Loan." If the rate is not published by 3:00 p.m., New York
City time,
8
on the Calculation Date in either H.15(519) or H.15 Daily Update, then the
Calculation Agent will determine the Prime Rate to be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen US Prime1 Page (as described below) as such bank's prime rate or base
lending rate as in effect for such Prime Rate Interest Determination Date. If
fewer than four such rates but more than one such rate appear on the Reuters
Screen US Prime1 Page for such Prime Rate Interest Determination Date, then the
Calculation Agent will determine the Prime Rate to be the arithmetic mean of the
prime rates quoted on the basis of the actual number of days in the year divided
by 360 as of the close of business on such Prime Rate Interest Determination
Date by at least two major money center banks in New York City selected by the
Calculation Agent (after consultation with the Company). If fewer than two rates
appear on the Reuters Screen US Prime1 Page, then the Calculation Agent will
determine the Prime Rate on the basis of the rates furnished in New York City by
three substitute banks or trust companies organized and doing business under the
laws of the United States, or any state thereof, having total equity capital of
at least U.S. $500,000,000 and being subject to supervision or examination by
federal or state authority, selected by the Calculation Agent (after
consultation with the Company) to quote such rate or rates. If the banks or
trust companies selected by the Calculation Agent are not providing quotes, the
Prime Rate with respect to such Prime Rate Interest Reset Date will be the Prime
Rate in effect on such Prime Rate Interest Determination Date.
"Reuters Screen US Prime1 Page" means the display designated as page "US Prime1"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the US Prime1 page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks).
Determination of LIBOR. If the Interest Rate Basis of this Security
is LIBOR, the interest rate with respect to any Interest Reset Date shall be
determined by the Calculation Agent in accordance with the following provisions:
(i) For a LIBOR Interest Determination Date, LIBOR will be (a) if
"LIBOR Reuters" is specified on the face hereof as the method for
calculating LIBOR, LIBOR will be the arithmetic mean of the offered
rates (unless the Designated LIBOR Page (as defined below) by its
terms provides only for a single rate, in which case such single rate
shall be used) for deposits in U.S. dollars having the Index Maturity
specified on the face hereof, commencing on the applicable Interest
Reset Date, that appear on the Designated LIBOR Page as of 11:00 a.m.,
London time, on such LIBOR Interest Determination Date; (b) if "LIBOR
Telerate" is specified on the face hereof as the method for
calculating LIBOR, LIBOR will be the rate for deposits in U.S. dollars
having the Index Maturity specified on the face hereof, commencing on
the Applicable Interest Reset Date, that appears on the Designated
LIBOR Page, as of 11:00 a.m., London time, on that LIBOR Interest
Determination Date; or (c) if neither LIBOR Reuters nor LIBOR Telerate
is specified on the face hereof as the method for calculating LIBOR,
LIBOR will be calculated as if LIBOR Telerate had been specified.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the
face hereof as the method for calculating LIBOR, the display on the Reuters
Monitor Money Rates Service (or any successor service) for the purpose of
displaying the London interbank rates of major banks for deposits in U.S.
dollars, (b) if "LIBOR Telerate" is specified on the face hereof as the method
for calculating LIBOR, the display on the Bridge Telerate, Inc. Service (or any
successor service) ("Telerate") for the purpose of displaying the London
interbank rates of major banks for deposits in U.S. dollars, or (c) if neither
"LIBOR Reuters" nor "LIBOR Telerate" is specified on the face hereof, the
display on Telerate for the purpose of displaying the London interbank rates of
major banks for deposits in U.S. dollars.
9
(ii) If fewer than two offered rates for the Index Maturity
specified on the face hereof appear on the Designated LIBOR Page as
specified in (i)(a) above, or on which no rate appears on the
Designated LIBOR Page, as specified in (i)(b) above, as applicable,
LIBOR will be determined as follows. The Calculation Agent will
request the principal London office of each of four major reference
banks in the London interbank market as selected by the Calculation
Agent (after consultation with the Company) to provide the Calculation
Agent with its offered quotation for deposits in U.S. dollars for the
period of the Index Maturity specified on the face hereof, commencing
on the applicable Interest Reset Date, to prime banks in the London
interbank market at approximately 11:00 a.m., London time, on such
LIBOR Interest Determination Date and in a principal amount that is
representative for a single transaction in U.S. dollars in such market
at such time (a "Representative Amount"). If at least two quotations
are provided, LIBOR determined on such LIBOR Interest Determination
Date will be the arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR determined on such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York City time or such other time
specified on the face hereof, on such LIBOR Interest Determination
Date by three major banks in New York City, selected by the
Calculation Agent (after consultation with the Company), for loans in
U.S. dollars to leading European banks having the Index Maturity
specified on the face hereof and in a Representative Amount. If fewer
than three banks selected by the Calculation Agent are providing
quotes, LIBOR with respect to such Interest Reset Date will be the
LIBOR in effect on such LIBOR Interest Determination Date.
Determination of Treasury Rate. If the Interest Rate Basis of this
Security is the Treasury Rate, the interest rate with respect to any Interest
Reset Date shall equal the rate from the auction held on the applicable Treasury
Interest Determination Date (the "Auction") of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified on the face hereof
under the caption "INVESTMENT RATE" on the display on Telerate on page 56 or any
other page as may replace page 56 on that service ("Telerate Page 56") or page
57 or any other page as may replace page 57 on that service ("Telerate Page
57"). If this rate is not published by 3:00 p.m., New York City time, on the
relevant Calculation Date, then the Treasury Rate will be the Bond Equivalent
Yield of the rate for the applicable Treasury Bills as published in H.15 Daily
Update, or another recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "U.S. Government Securities/
Treasury Bills/Auction High." If this rate is not published by 3:00 p.m., New
York City time, on the Calculation Date, then the Treasury Rate will be the Bond
Equivalent Yield of the auction rate of the applicable Treasury Bills announced
by the United States Department of the Treasury. If this rate is not announced
by the United States Department of the Treasury or if the Auction is not held,
then the Treasury Rate will be the Bond Equivalent Yield of the rate on the
applicable Treasury Interest Determination Date of Treasury Bills having the
Index Maturity specified in the applicable pricing supplement published in
H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary
Market." If this rate is not published by 3:00 p.m., New York City time, on the
Calculation Date, then the Treasury Rate will be the rate on the applicable
Treasury Interest Determination Date of the applicable Treasury Bills as
published in H.15 Daily Update, or other recognized electronic source used for
the purpose of displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market." If this rate is not
published by 3:00 p.m., New York City time, on the Calculation Date, then the
Calculation Agent will determine the Treasury Rate to be the Bond Equivalent
Yield of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 p.m., New York City time, on such Treasury Interest
Determination Date, of three primary United States government securities
dealers, which may include one or more of the Agents or their affiliates,
selected by the Calculation Agent (after consultation with the Company) for
10
the issue of Treasury Bills with a remaining maturity closest to the Index
Maturity specified on the face hereof.
If fewer than three dealers selected by the Calculation Agent are providing
quotes, the rate will be the same rate used for the prior interest period.
"Bond Equivalent Yield" means a yield calculated in accordance with the
following formula and expressed as a percentage:
Bond Equivalent Yield= D x N x 100
-------------
360 - (D x M)
where "D" refers to the applicable annual rate for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest is
being calculated.
Determination of CD Rate. If the Interest Rate Basis of this Security
is the CD Rate, the interest rate with respect to any CD Rate Interest
Determination Date shall equal the rate on such date for negotiable certificates
of deposit having the Index Maturity specified on the face hereof as published
in H.15(519) under the heading "CDs (Secondary Market)." The following
procedures will apply if the rate cannot be set as described above. If such
rate is not published in H.15(519) by 9:00 a.m., New York City time, on the
relevant Calculation Date, then the CD Rate shall be the rate on such CD Rate
Interest Determination Date set forth in H.15 Daily Update for certificates of
deposit having the Index Maturity specified on the face hereof under the caption
"CDs (Secondary Market)." If such rate is not yet published in either H.15(519)
or H.15 Daily Update by 3:00 p.m., New York City time, on such Calculation Date,
then the Calculation Agent will determine the CD Rate to be the arithmetic mean
of the secondary market offered rates as of 10:00 a.m., New York City time, on
such CD Rate Interest Determination Date, of three leading nonbank dealers of
negotiable U.S. dollar certificates of deposit in New York City selected by the
Calculation Agent (after consultation with the Company) for negotiable
certificates of deposit of major United States money market banks of the highest
credit standing in the market for negotiable certificates of deposit with a
remaining maturity closest to the Index Maturity specified on the face hereof in
a denomination of $5,000,000. If fewer than three dealers selected by the
Calculation Agent are providing quotes, the CD rate with respect to such
Interest Reset Date will be the CD Rate in effect on such CD Rate Interest
Determination Date.
Determination of Federal Funds Rate. If the Interest Rate Basis of
this Security is the Federal Funds Rate, the interest rate with respect to any
Federal Funds Interest Determination Date shall equal the rate for Federal Funds
as published in H.15(519) under the heading "Federal Funds (Effective)." The
following procedures shall apply if the rate cannot be set as described above.
If such rate is not published prior to 9:00 a.m., New York City time, on the
relevant Calculation Date, then the Federal Funds Rate will be the rate on such
Federal Funds Interest Determination Date as published in H.15 Daily Update
under the heading "Federal Funds (Effective)." If such rate is not yet
published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New York City
time, on such Calculation Date, then the Calculation Agent will determine the
Federal Funds Rate to be the arithmetic mean of the rates for the last
transaction in overnight federal funds arranged by each of three leading brokers
of Federal Funds transactions in New York City selected by the Calculation Agent
(after consultation with the Company) prior to 9:00 a.m., New York City time, on
such Federal Funds Interest Determination Date. If fewer than three brokers
selected by the Calculation Agent are providing quotes, the Federal Funds Rate
with respect to such Interest Reset Date will be the Federal Funds Rate in
effect on such Federal Funds Interest Determination Date.
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Determination of CMT Rate. If the Interest Rate Basis of this
Security is the CMT Rate, the interest rate with respect to any CMT Rate
Interest Determination Date shall equal the rate displayed on the Designated CMT
Telerate Page (as defined below) under the caption ". . . Treasury Constant
Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately
3:45 p.m." or any successor caption, under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is
7051, the rate on such CMT Rate Interest Determination Date or (ii) if the
Designated CMT Telerate Page is 7052, the weekly or monthly average, as
specified on the face hereof, for the week or the month, as applicable, ended
immediately preceding the week or month, as applicable in which the related CMT
Rate Interest Determination Date occurs. The following procedures shall apply
if the rate cannot be set as described above. If such rate is no longer
displayed on the relevant page or is not displayed by 3:00 p.m., New York City
time, on the related Calculation Date, then the CMT Rate will be the Treasury
Constant Maturity rate for the Designated CMT Maturity Index as published in the
relevant H.15(519). If such rate is no longer published in H.15(519) or is not
published by 3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate will be the Treasury Constant Maturity rate for the Designated
CMT Maturity Index (or other United States Treasury rate for the Designated CMT
Maturity Index) for the CMT Rate Interest Determination Date with respect to
such Interest Reset Date as published by either the Board of Governors of the
Federal Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate formerly displayed on
the Designated CMT Telerate Page and published in the relevant H.15(519). If
such information is not provided by 3:00 p.m., New York City time, on the
related Calculation Date, then the Calculation Agent will determine the CMT Rate
to be a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 p.m., New York City time, on
the CMT Rate Interest Determination Date reported, according to their written
records, by three leading primary United States government securities dealers
(each, a "Reference Dealer") in New York City, which may include one or more of
the Agents or their affiliates, selected by the Calculation Agent (after
consultation with the Company) as described in the following sentence. The
Calculation Agent will select five Reference Dealers and will eliminate the
highest quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Designated CMT
Maturity Index and a remaining term to maturity of not less than the Designated
CMT Maturity Index minus one year. If the Calculation Agent is unable to obtain
three such Treasury Note quotations, then the Calculation Agent will determine
the CMT Rate to be a yield to maturity based on the arithmetic mean of the
secondary market offer side prices as of approximately 3:30 p.m., New York City
time, on such CMT Rate Interest Determination Date of three Reference Dealers in
New York City (selected using the same method described above), for Treasury
Notes with an original maturity of the number of years that is the next highest
to the Designated CMT Maturity Index and a remaining term to maturity closest to
the Designated CMT Maturity Index and in an amount of at least $100,000,000. If
three or four (but not five) of such Reference Dealers are providing quotes,
then the CMT Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor the lowest of such quotes will be
eliminated. If fewer than three Reference Dealers selected by the Calculation
Agent are providing quotes, the CMT Rate determined as of such Interest
Determination Date will be the CMT Rate in effect on such CMT Rate Interest
Determination Date.
If two Treasury Notes with an original maturity have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the quotes for the Treasury
Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Telerate (or any
successor service), on the page specified on the face hereof, for the purpose of
displaying Treasury Constant Maturities
12
as reported in H.15(519). If no such page is specified on the face hereof, the
Designated CMT Telerate Page shall be 7052 for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be two years.
The Calculation Agent shall calculate the interest rate on this Security in
accordance with the foregoing on each Interest Determination Date or Calculation
Date as applicable. The Calculation Agent's determination of any Interest Rate
shall be final and binding in the absence of manifest error. The interest rate
on this Security will in no event be higher than the maximum rate permitted by
applicable law.
The Calculation Agent will upon the request of the Holder of this Security,
provide to such Holder the interest rate hereon then in effect, and, if
determined, the interest rate which will become effective on the next Interest
Reset Date.
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 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
13
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.
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.
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
14
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 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.
15
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:
__________________________________________________
16
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.
17
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.
18