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                            CASE CREDIT CORPORATION

                             OFFICERS' CERTIFICATE
                                      and
                                 COMPANY ORDER

     With respect to the proposed issuance and sale by Case Credit Corporation
(the "Company") from time to time of up to $550,000,000 aggregate principal
amount of the Company's Medium-Term Notes, Series C due from 9 months to 30
years from date of issue (the "Notes"), on behalf of the Company, Andrew E.
Graves and Ralph Than, 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 thereto, reviewed the resolutions of the Board
     of Directors of the Company adopted on January 21, 1999 (attached as
     Exhibit C to the Secretary's Certificate of Case Credit Corporation of even
     date herewith, the "Resolutions"), reviewed the Actions of the Authorized
     Officers of Case Credit Corporation, dated April 21, 1999 (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 forms and terms of the Notes were established pursuant to the
     Actions of the Authorized Officers and the Resolutions.

     In accordance with the provisions of Section 3.3 of the Indenture, the
Trustee is hereby authorized and requested to authenticate from time to time
Notes in an aggregate principal amount not to exceed $550,000,000, and to
deliver such Notes in the manner set forth in the Indenture and the Medium-Term
Notes, Series C Administrative Procedures (as the same may be amended, modified
or revised from time to time) attached as Exhibit B to the Distribution
Agreement, dated as April 21, 1999, by and among the Company and 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., upon receipt of instructions
therefor from any one or more of the following: the Company's Chairman of the
Board, President or Chief Financial Officer.  Such instructions, which will
include the specific terms of the 
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Notes, shall be transmitted to you by telephone (promptly confirmed in writing)
or by facsimile transmission. Notes to be completed, authenticated and delivered
upon original issuance from time to time shall be in the forms of the Fixed Rate
Note and Floating Rate Note attached hereto as Exhibits A and B, respectively,
or in such other forms as hereafter may be designated.

     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 April, 1999.

                            CASE CREDIT CORPORATION


                            By:_______________________________________________
                               Name: Andrew E. Graves
                               Title: President and Chief Executive Officer


                            By:_______________________________________________
                               Name: Ralph Than
                               Title: Vice President and Treasurer

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