CASE CREDIT CORPORATION
ACTIONS OF THE AUTHORIZED OFFICERS
Pursuant to the authority granted by the Board of Directors of Case Credit
Corporation (the "Corporation") in its January 21, 1999 resolutions (the
"Resolutions"), the undersigned agree as follows:
1. The Corporation is hereby authorized to issue and sell or cause to be
issued and sold, on a continuous basis, Securities as a series of securities
under the Indenture, dated as of October 1, 1997 (the "Indenture"), between the
Corporation and The Bank of New York, as Trustee (the "Trustee"). The terms of
such series shall be as follows:
(a) The Securities of such series shall be known and designated as
the "Medium-Term Notes, Series C," due from 9 Months to 30 Years
from Date of Issue, of the Corporation (the "Notes");
(b) The aggregate initial offering price of Notes which may be
authenticated and delivered under the Indenture is limited to
$550,000,000 (subject to reduction by other issuances of
Securities that have been registered under the Securities Act of
1933, as amended, pursuant to the Corporation's registration
statement numbers 333-71443 and 333-52725), except for Notes
authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Notes pursuant to Section
3.4, 3.5, 3.6, 9.6 or 11.7 of the Indenture, and except for any
Notes which, pursuant to Section 3.3 of the Indenture, are deemed
never to have been authenticated and delivered under the
Indenture. As used herein, the term "initial offering price"
means (i) in the case of a Note which is not an Original Issue
Discount Security, the principal amount thereof and (ii) in the
case of a Note which is an Original Issue Discount Security, the
issue price thereof (as determined by subtracting the original
issue discount as stated on the face of such Note from the
principal amount thereof);
(c) The Notes shall be issuable as registered securities in
denominations of $1,000 and integral multiples of $1,000 in
excess thereof;
(d) Each Note will be represented by either a global security (a
"Book-Entry Note") registered in the name of a nominee of a
depositary, which may include The Depository Trust Company, or a
certificate issued in definitive form, all as determined by an
Authorized Officer, and each officer of the Corporation is hereby
authorized to negotiate, execute and deliver, for and in the name
of and on behalf of the Corporation, such documents as such
officer shall deem necessary or advisable in order to provide for
the depositary arrangement with respect to the Book-Entry Notes;
(e) The date on which the principal of each of the Notes is payable
shall be the date from nine months to 30 years from the date of
its original issuance as determined by an Authorized Officer (as
defined in the Resolutions) and set forth in the applicable
pricing supplement to the prospectus supplement relating to the
Notes (a "Pricing Supplement");
(f) With respect to the Notes which are interest bearing, the Notes
shall bear interest at a rate or rates (or formula for
determining such rate or rates), which shall accrue from such
date or dates and be payable on such date or dates, to be
determined from time to time by an Authorized Officer and set
forth in an applicable Pricing Supplement or Note, subject to the
Resolutions, the Indenture and applicable law, and the record
date with respect to any date upon which interest is payable
shall be such date or dates as determined by an Authorized
Officer;
(g) The interest rate or interest rate formula (as the case may be)
for Notes may be reset at the option of the Corporation if so
authorized by an Authorized Officer and set forth in an
applicable Pricing Supplement or Note upon the terms so
authorized and set forth;
(h) The place where the principal of and any premium and interest on
the Notes shall be payable is at the office or agency of the
Corporation maintained for that purpose in The City of New York,
provided that payment of interest may be made at the option of
the Corporation by check mailed to the address of the person
entitled thereto, as such address shall appear in the Security
Register;
(i) The Notes may be redeemed at the option of the Corporation and/or
repaid at the option of the Holder if so authorized by an
Authorized Officer and set forth in an applicable Pricing
Supplement or Note upon the terms so authorized and set forth;
(j) The Corporation shall not be obligated to redeem or purchase the
Notes pursuant to any sinking fund or analogous provision;
(k) The payment of the principal and any premium and interest on the
Notes shall be made in such coin or currency of the United States
of America as at the time of payment is legal tender for payment
of public and private debts;
(l) Both Section 13.2 and Section 13.3 of the Indenture shall apply
to the Notes; and
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(m) The Notes shall contain and be subject to any additional terms
and conditions as may be established from time to time by an
Authorized Officer not inconsistent with the provisions of the
Indenture or the Resolutions.
2. The purchase price to be paid to the Corporation for the sale of the
Notes shall be such amount or amounts as determined from time to time by any
Authorized Officer.
3. The Notes are to be offered on a continuing basis by the Corporation
through J.P. Morgan Securities Inc., Chase Securities Inc., Credit Suisse First
Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
NationsBanc Montgomery Securities LLC and Salomon Smith Barney Inc., as agents
(the "Agents"), pursuant to a Distribution Agreement, dated April 21, 1999 (the
"Distribution Agreement"), between the Corporation and the Agents, which
Distribution Agreement is hereby approved, and the execution and delivery of
such Distribution Agreement, for and on behalf of the Corporation, is hereby
ratified and approved. The Corporation also may sell Notes (i) to any or all of
J.P. Morgan Securities Inc., Chase Securities Inc., Credit Suisse First Boston
Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, NationsBanc
Montgomery Securities LLC and Salomon Smith Barney Inc., as principal or
principals, pursuant to the Distribution Agreement, (ii) through others agents
pursuant to the terms of the Distribution Agreement and (iii) directly on its
own behalf.
4. The Calculation Agency Agreement, dated April 21, 1999, by and between
the Corporation and the Trustee (the "Calculation Agency Agreement"), relating
to the Notes is hereby approved, and the execution and delivery of such
Calculation Agency Agreement, for and on behalf of the Corporation, is hereby
ratified and approved.
5. There is attached hereto as Annex A-1 and A-2 forms of the Notes,
which forms are hereby approved, with such changes or additions as may be
approved by an Authorized Officer or by an officer, employee or agent of the
Corporation acting pursuant to authority delegated to such officer, employee or
agent by an Authorized Officer, provided that, in any such case, the changes or
additions are not inconsistent with the requirements of the Indenture or the
Resolutions.
6. The Bank of New York is hereby designated and appointed as Paying
Agent and Securities Registrar with respect to the Notes.
7. Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings assigned thereto in the Indenture.
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IN WITNESS WHEREOF, on behalf of the Corporation, the undersigned
Authorized Officers of the Corporation have executed this Officers' Certificate
as of this 21st day of April 1999.
CASE CREDIT CORPORATION
By:_____________________________________________
Name: Andrew E. Graves
Title: President and Chief Executive Officer
By:_____________________________________________
Name: Robert A. Wegner
Title: Senior Vice President and Chief Financial
Officer
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