<PAGE>
 
                                                                    Exhibit 4(e)

                            CASE CREDIT CORPORATION

                             OFFICERS' CERTIFICATE
                                      and
                                 COMPANY ORDER

     With respect to the issuance by Case Credit Corporation (the "Company") of
$150,000,000 aggregate principal amount of its 6-3/4% Notes Due October 21,
2007(the "Notes"), on behalf of the Company, Kenneth R. Gangl, Robert A. Wegner
and Peter Hong, the undersigned officers of the Company, certify pursuant to
Sections 2.1, 3.1 and 3.3 of the Indenture, dated as of October 1, 1997 (the
"Indenture"), between the Company and The Bank of New York, as Trustee (the
"Trustee"), as follows:



     1.   We have read Sections 2.1, 3.1 and 3.3 of the Indenture and the
          definitions therein relating hereto, reviewed the resolutions of the
          Board of Directors of the Company adopted on September 15, 1997
          (attached as Exhibit C to the Secretary's Certificate of Case Credit
          Corporation of even date herewith), reviewed the Actions of the
          Authorized Officers of Case Credit Corporation, dated October 16, 1997
          (attached as Exhibit D to the Secretary's Certificate of Case Credit
          Corporation of even date herewith, the "Actions of the Authorized
          Officers"), conferred with executive officers of the Company and, in
          our opinion, made such other examinations and investigations as are
          necessary to enable us to express an informed opinion as to whether
          Sections 2.1, 3.1 and 3.3 of the Indenture have been complied with.

     2.   Based on the above-described examinations and investigations, in our
          opinion, all conditions precedent relating to the authentication and
          delivery of the Notes, including those conditions under Sections 2.1,
          3.1 and 3.3 of the Indenture, have been complied with.

     3.   The terms of the Notes are set forth in the Actions of the Authorized
          Officers.

     4.   In accordance with the provisions of Section 3.3 of the Indenture, the
          Trustee is hereby authorized and requested to authenticate the Notes
          and to deliver the Notes to or at the direction of Merrill Lynch,
          Pierce, Fenner & Smith Incorporated and NationsBanc Montgomery
          Securities, Inc.

     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 Company, the undersigned have executed
this Officers' Certificate and Company Order as of this 21st day of October,
1997.



                              CASE CREDIT CORPORATION



                              By: /s/ KENNETH R. GANGL
                                 ---------------------------------
                                 Name:   Kenneth R. Gangl
                                 Title:  President and
                                         Chief Executive Officer


                              By: /s/ ROBERT A. WEGNER
                                 ---------------------------------
                                 Name:   Robert A. Wegner
                                 Title:  Vice President and Chief
                                         Financial Officer


                              By: /s/ PETER HONG
                                 ---------------------------------
                                 Name:   Peter Hong
                                 Title:  Treasurer