<PAGE>
 
                                                                    Exhibit 4(d)


                            CASE CREDIT CORPORATION

                      ACTIONS OF THE AUTHORIZED OFFICERS


     Pursuant to the authority granted by the Board of Directors of Case Credit
Corporation (the "Company") in its September 15, 1997 resolutions, the
undersigned agree as follows:

          1. The Company shall issue $150,000,000 aggregate principal amount of
     the Company's 6-3/4% Notes Due October 21, 2007 (the "Notes").

          2. The Company shall issue and sell Notes to Merrill Lynch, Pierce,
     Fenner & Smith Incorporated and NationsBanc Montgomery Securities, Inc.
     (collectively, the "Underwriters") pursuant to an Underwriting Agreement
     dated October 16, 1997, and a Terms Agreement, dated October 16, 1997
     ("Terms Agreement"), among the Company and the Underwriters, upon the terms
     and conditions set forth therein, to be issued under and in accordance with
     an Indenture, dated as of October 1, 1997 between the Company and The Bank
     of New York, as Trustee ("Trustee"), relating to the Company's Notes (the
     "Indenture").

          3. In addition to the other terms provided in the Indenture with
     respect to securities issued thereunder, all as more particularly described
     in the Terms Agreement, the Prospectus and the Prospectus Supplement
     relating to the Notes and the form of Note referred to below, the Notes
     shall contain the following terms:

          (a)  The Notes shall be entitled "6-3/4% Notes Due October 21, 2007";

          (b)  Subject to the terms of the Indenture, the Notes shall be limited
               in aggregate principal amount to $150,000,000;

          (c)  Interest shall be payable to the persons in whose names the Notes
               are registered at the close of business on the applicable Regular
               Record Date (as defined below);

          (d)  The principal of the Notes is payable on October 21, 2007;

          (e)  The Notes shall bear interest at the rate of 6-3/4 per annum
               beginning October 21, 1997. Subject to the terms of the
               Indenture, interest on the Notes will be computed on the basis of
               a 360-day year of
<PAGE>
 
               twelve 30-day months and will be payable semi-annually on the
               21st day of April and October of each year (each an "Interest
               Payment Date"), commencing on April 21, 1998. Interest shall be
               paid to persons in whose names the Notes (or any predecessor
               Notes) are registered at the close of business on the April 7 or
               October 7, as the case may be, next preceding the Interest
               Payment Date (each a "Regular Record Date");

          (f)  Payment of the principal of, premium, if any, and interest on the
               Notes will be made at the office or agency of the Company
               maintained for that purpose in New York, New York;
               
          (g)  The Notes will be redeemable in whole or in part at any time at
               the option of the Company at a redemption price (the "Redemption
               Price") equal to the greater of: (i) 100% of the principal amount
               of such Notes, plus accrued but unpaid interest thereon to the
               date of redemption (the ARedemption Date@) and (ii) the sum of
               the present values of the remaining scheduled payments of
               principal and interest thereon discounted to the Redemption Date
               on a semi-annual basis (assuming a 360-day year consisting of
               twelve 30-day months) at the Treasury Rate plus 15 basis points,
               plus accrued but unpaid interest thereon to the Redemption Date.
               If a Redemption Date does not fall on an interest payment date,
               then, with respect to the interest payment immediately succeeding
               the Redemption Date, only the unaccrued portion of such interest
               payment as of the Redemption Date shall be included in any
               present value calculation pursuant to clause (ii).

               "Treasury Rate" means, with respect to any Redemption Date, the
               rate per annum equal to the semi-annual equivalent yield to
               maturity of the Comparable Treasury Issue, assuming a price for
               the Comparable Treasury Issue (expressed as a percentage of its
               principal amount) equal to the Comparable Treasury Price for such
               Redemption Date.

               "Comparable Treasury Issue" means the United States Treasury
               security selected by an Independent Investment Banker as having a
               maturity comparable to the remaining term of the Notes to be
               redeemed that would be utilized, at the time of selection and in
               accordance with customary financial practice, in pricing new
               issues of corporate debt securities of comparable maturity to the
               remaining
<PAGE>
 
               term of such Notes. "Independent Investment Banker" means one of
               the Reference Treasury Dealers appointed by the Trustee after
               consultation with the Company.

               "Comparable Treasury Price" means, with respect to any Redemption
               Date, (i) the average of the bid and asked prices for the
               Comparable Treasury Issue (expressed in each case as a percentage
               of its principal amount) on the third Business Day preceding such
               Redemption Date, as set forth in the daily statistical release
               (or any successor release) published by the Federal Reserve Bank
               of New York and designated "Composite 3:30 p.m. Quotations for
               U.S. Government Securities" or (ii) if such release (or any
               successor release) is not published or does not contain such
               prices on such Business Day, (a) the average of the Reference
               Treasury Dealer Quotations for such Redemption Date, after
               excluding the highest and lowest such Reference Treasury Dealer
               Quotations, or (b) if the Trustee obtains fewer than four such
               Reference Treasury Dealer Quotations, the average of all such
               Reference Treasury Dealer Quotations. "Reference Treasury Dealer
               Quotations" means, with respect to each Reference Treasury Dealer
               and any Redemption Date, the average, as determined by the
               Trustee, of the bid and asked prices for the Comparable Treasury
               Issue (expressed in each case as a percentage of its principal
               amount) quoted in writing to the Trustee by such Reference
               Treasury Dealer at 5:00 p.m. on the third Business Day preceding
               such Redemption Date.

               "Reference Treasury Dealer" means each of Merrill Lynch, Pierce,
               Fenner & Smith Incorporated and NationsBanc Montgomery
               Securities, Inc., their respective successors and any other
               primary U.S. Government securities dealer in New York (a "Primary
               Treasury Dealer") selected by the Company pursuant to Section 3.1
               in addition to, or in substitution for, any of such firms;
               provided, however, that if any of the foregoing shall cease to be
               a Primary Treasury Dealer, the Company shall substitute therefor
               another Primary Treasury Dealer.

               Notice of any redemption will be mailed at least 30 days but not
               more than 60 days before the Redemption Date to each holder of
               the Notes to be redeemed.
<PAGE>
 
               Unless the Company defaults in payment of the Redemption Price,
               on and after the Redemption Date interest will cease to accrue on
               the Notes or portions thereof called for redemption;

          (h)  The Notes shall not provide for any sinking fund;

          (i)  The Notes are issuable only in registered form without coupons in
               denominations of $1,000 and any integral multiple thereof;

          (j)  The payment of the principal of, premium, if any, 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;

          (k)  The payment of principal of, premium, if any, and interest on the
               Notes shall not be determined with reference to an index or
               formula (except as described in clause (g));

          (l)  There shall be no optional currency or currency unit in which the
               payment of principal of, premium, if any, and interest on the
               Notes shall be payable;

          (m)  Both Section 13.2 and Section 13.3 of the Indenture shall apply
               to the Notes;

          (n)  The Notes shall be in the form of Book Entry Securities as set
               forth in Section 3.5 of the Indenture;

          (o)  The principal amount of the Notes shall be payable upon
               declaration of acceleration pursuant to Section 5.2 of the
               Indenture;

          (p)  Settlement for the Notes will be made by the Underwriters in
               immediately available funds and all payment of principal and
               interest on the Notes will be made by the Company in immediately
               available funds; the Notes will trade in the Depository Trust
               Company's Same-Day Funds Settlement System until maturity, and
               secondary market trading activity in the Notes will therefore
               settle in immediately available funds; and

          (q)  The other terms and conditions of the Notes shall be
               substantially as set forth in the Indenture and in the Prospectus
               and the Prospectus Supplement relating to the Notes.
<PAGE>
 
     4. The form of the Notes shall be substantially as attached hereto as
Exhibit A.

     5. The price at which the Notes shall be sold by the Company to the
Underwriters pursuant to the Terms Agreement shall be 99.264% of the principal
amount thereof, plus accrued interest, if any, from October 21, 1997 to the time
of delivery.

     6. The Notes initially will be offered to the public by the Underwriters at
99.914% of the principal amount thereof, plus accrued interest, if any, from
October 21, 1997 to the time of delivery.

     7. The execution and delivery of the Underwriting Agreement, dated October
16, 1997, and the related Terms Agreement, dated October 16, 1997(substantially
in the form attached hereto as Exhibit B), is hereby approved.

     8. Any officer of this Company specified in the first paragraph of Section
3.3 of the Indenture is hereby authorized and empowered to execute the Notes of
this Company in the form he deems appropriate, and to deliver such Notes to the
Trustee with a written order directing the Trustee to have the Notes
authenticated and delivered to such persons as such officer designates.

     9. The Bank of New York is hereby designated and appointed as Paying Agent
and Securities Registrar with respect to the Notes.
<PAGE>
 
     IN WITNESS WHEREOF, on behalf of the Company, the undersigned Authorized
Officers of the Company have executed this Officers' Certificate as of this 16th
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
<PAGE>
 
                            CASE CREDIT CORPORATION

                               6-3/4% Note Due 2007


No. 1001                                                            $150,000,000
CUSIP No.   147433ACO


          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 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 Trust Company, a New York corporation ("DTC"), to the issuer 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 in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
<PAGE>
 
                            CASE CREDIT CORPORATION

          CASE CREDIT CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., as nominee for DTC, or
registered assigns, the principal sum of One Hundred Fifty Million Dollars
($150,000,000) on October 21, 2007, and to pay interest thereon from October 21,
1997 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on April 21 and October 21 in each
year, commencing April 21, 1998, at the rate of 6:% per annum, 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 shall be April 7 or October
7 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. 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
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 the Securities of this series 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 (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, 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.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to herein by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

          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
<PAGE>
 
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, limited in aggregate principal amount to $150,000,000.

          The Securities of this series will be redeemable in whole or in part
at any time at the option of the Company at a redemption price (the "Redemption
Price") equal to the greater of (i) 100% of the principal amount of such
Securities, plus accrued but unpaid interest thereon to the date of redemption
(the ARedemption Date@) and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 15 basis points, plus accrued
but unpaid interest thereon to the Redemption Date. If a Redemption Date does
not fall on an interest payment date, then, with respect to the interest payment
immediately succeeding the Redemption Date, only the unaccrued portion of such
interest payment as of the Redemption Date shall be included in any present
value calculation pursuant to clause (ii).



          "Treasury Rate" means, with respect to any Redemption Date, the rate
          per annum equal to the semi-annual equivalent yield to maturity of the
          Comparable Treasury Issue, assuming a price for the Comparable
          Treasury Issue (expressed as a percentage of its principal amount)
          equal to the Comparable Treasury Price for such Redemption Date.

          "Comparable Treasury Issue" means the United States Treasury security
          selected by an Independent Investment Banker as having a maturity
          comparable to the remaining term of the Securities of this series to
          be redeemed that would be utilized, at the time of selection and in
          accordance with customary financial practice, in pricing new issues of
          corporate debt securities of comparable maturity to the remaining term
          of such Securities. "Independent Investment Banker" means one of the
          Reference Treasury Dealers appointed by the Trustee after consultation
          with the Company.

          "Comparable Treasury Price" means, with respect to any Redemption
          Date, (i) the average of the bid and asked prices for the Comparable
          Treasury Issue (expressed in each case as a percentage of its
          principal amount) on the third Business Day preceding such Redemption
          Date, as set forth in the daily statistical release (or any successor
          release) published by
<PAGE>
 
          the Federal Reserve Bank of New York and designated "Composite 3:30
          p.m. Quotations for U.S. Government Securities" or (ii) if such
          release (or any successor release) is not published or does not
          contain such prices on such Business Day, (a) the average of the
          Reference Treasury Dealer Quotations for such Redemption Date, after
          excluding the highest and lowest such Reference Treasury Dealer
          Quotations, or (b) if the Trustee obtains fewer than four such
          Reference Treasury Dealer Quotations, the average of all such
          Reference Treasury Dealer Quotations. "Reference Treasury Dealer
          Quotations" means, with respect to each Reference Treasury Dealer and
          any Redemption Date, the average, as determined by the Trustee, of the
          bid and asked prices for the Comparable Treasury Issue (expressed in
          each case as a percentage of its principal amount) quoted in writing
          to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
          third Business Day preceding such Redemption Date.

          "Reference Treasury Dealer" means each of Merrill Lynch, Pierce,
          Fenner & Smith Incorporated and NationsBanc Montgomery Securities,
          Inc., their respective successors and any other primary U.S.
          Government securities dealer in New York City (a "Primary Treasury
          Dealer") selected by the Company pursuant to Section 3.1 of the
          Indenture in addition to, or in substitution for, any of such firms;
          provided, however, that if any of the foregoing shall cease to be a
          Primary Treasury Dealer, the Company shall substitute therefor another
          Primary Treasury Dealer.

          Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each holder of the Securities of this
series to be redeemed.

          Unless the Company defaults in payment of the Redemption Price, on and
after the Redemption Date interest will cease to accrue on the Securities of
this series or portions thereof called for redemption.

          The Securities of this series shall not provide for a sinking fund.

          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.

          The Indenture contains 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.
<PAGE>
 
          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 any premium and
interest on this Security at the times, place and rate, 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 registerable 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 any
premium 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, 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 any integral multiple 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.

          No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum
<PAGE>
 
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.

          Interest on this Security shall be computed on the basis of a 360-day
year of twelve 30-day months.

          All terms used 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.
<PAGE>
 
          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:  October 21, 1997

(seal)                              CASE CREDIT CORPORATION

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

Attest:


By: /s/ DAWN M. BECK
    ----------------------------
    Name: Dawn M. Beck
    Its:  Assistant Secretary


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK,
as Trustee, certifies that this is one of the
Securities referred to in the within-mentioned
Indenture.

Dated: October 21, 1997


By: /s/ MARY LAGUMINA
    ----------------------------
        Authorized Signatory
<PAGE>
 
                            CASE CREDIT CORPORATION
                                Debt Securities

                                TERMS AGREEMENT
                                ---------------

                                                                October 16, 1997

To:  The Underwriters identified herein

Ladies and Gentlemen:

          Case Credit Corporation (the "Company") agrees to sell to the several
Underwriters named in Schedule A hereto for their respective accounts, on and
subject to the terms and conditions of the document entitled "Case Credit
Corporation, Debt Securities, Underwriting Agreement" dated October 16, 1997 a
copy of which is attached hereto as Annex I ("Underwriting Agreement"), the
following securities ("Offered Securities") on the following terms:

          Title: 6 3/4% Notes due October 21, 2007 (the "Notes").

          Principal Amount: $150,000,000.

          Interest:  6 3/4% per annum, from October 21, 1997, payable
semiannually on April 21 and October 21, commencing April 21, 1998, to holders
of record on the preceding April 7 or October 7, as the case may be.

          Maturity: October 21, 2007.

          Optional Redemption:  As set forth under "Description of Notes-
Optional Redemption" in the Prospectus Supplement dated October 16, 1997
("Prospectus Supplement") to the Prospectus dated October 16, 1997 of the
Company relating to the Notes.

          Sinking Fund:  None.

          Listing:  None.

          Delayed Delivery Contracts:  None.
<PAGE>

                                     -2-

          Purchase Price: 99.264% of principal amount, plus accrued interest, if
any, from October 21, 1997.

          Expected Reoffering Price: 99.914% of principal amount, subject to
change by the Underwriters.

          Closing:  9:00 A.M., Chicago time, on October 21, 1997, at the offices
of Mayer, Brown & Platt, 190 S. LaSalle Street, Chicago, Illinois 60603,
immediately available funds.

          Settlement and Trading:  Book-Entry only via DTC.

          Blackout:  Until 14 days after the date of this Terms Agreement;
provided, however, that the provisions of Section 4(i) of the Underwriting
Agreement and this blackout shall not apply to any asset-backed securities
issued or guaranteed by the Company or any of its subsidiaries.

          Names and Addresses of Underwriters:

          Merrill Lynch, Pierce, Fenner & Smith Incorporated
          World Financial Center - North Tower
          250 Vesey Street
          New York, New York 10281

          NationsBanc Montgomery Securities, Inc.
          233 South Wacker Drive, Suite 2800
          Chicago, Illinois  60606

          The respective principal amounts of the Offered Securities to be
purchased by each of the Underwriters are set forth opposite their names in
Schedule A hereto.

          The provisions of the Underwriting Agreement are incorporated herein
by reference in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Underwriting Agreement had been set forth
in full herein.  Terms defined in the Underwriting Agreement are used herein as
therein defined.

          For purposes of Section 6 of the Underwriting Agreement, the only
information furnished to the Company by any Underwriter for use in the
Prospectus consists of the following information in the Prospectus furnished on
behalf of each Underwriter: the last paragraph at the bottom of the prospectus
supplement cover page concerning the terms of the offering by the Underwriters,
the legend concerning stabilizing on the inside front cover page of the
prospectus supplement and the fol-
<PAGE>
 
                                      -3-

lowing information appearing under the caption "Underwriting" in the Prospectus
Supplement: the statements in the second paragraph and the statements in the
second sentence of the third paragraph.
<PAGE>
 
                                      -4-

If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to the Company one of the counterparts hereof, whereupon
it will become a binding agreement among the Company and the several
Underwriters in accordance with its terms.

                                       Very truly yours,


                                       CASE CREDIT CORPORATION


                                       By:
                                           ----------------------------------
<PAGE>

                                      -5-
 
The foregoing Terms Agreement is hereby
  confirmed and accepted as of the date
  first above written.

  MERRILL LYNCH, PIERCE,
    FENNER & SMITH INCORPORATED

  By 
     -----------------------------
     Name:
     Title:

  NATIONSBANC MONTGOMERY
    SECURITIES, INC.

  By
     -----------------------------
     Name:
     Title:
<PAGE>
 
                                  SCHEDULE A


<TABLE>
<CAPTION>
           Underwriter                              Principal
           -----------                                Amount
                                                   ------------
<S>                                               <C>
Merrill Lynch, Pierce, Fenner & Smith
      Incorporated                                 $ 75,000,000
NationsBanc Montgomery Securities, Inc.            $ 75,000,000
                                                   ------------
      Total                                        $150,000,000
                                                   ============
</TABLE>
<PAGE>
 
                            CASE CREDIT CORPORATION

                                Debt Securities

                             UNDERWRITING AGREEMENT

                                                                October 16, 1997

To the Underwriter or
Underwriters named in
the within mentioned
Terms Agreement

Ladies and Gentlemen:

          1.  Introductory.  Case Credit Corporation, a Delaware corporation
(the "Company"), proposes to issue and sell from time to time certain of its
debt securities registered under the registration statements referred to in
Section 2(a) (the "Securities"). The Securities will be issued under an
indenture, dated as of October 1, 1997 (the "Indenture"), between the Company
and The Bank of New York, as Trustee (the "Trustee"), in one or more series,
which series may vary as to interest rates, maturities, redemption provisions,
selling prices and other terms, with all such terms for any particular series of
the Securities being determined at the time of sale. Particular series of the
Securities, will be sold pursuant to a Terms Agreement referred to in Section 3,
for resale in accordance with terms of offering determined at the time of sale.

          The Securities involved in any such offering are hereinafter referred
to as the "Offered Securities". The firm or firms which agree to purchase the
Offered Securities are hereinafter referred to as the "Underwriters" of such
Offered Securities, and the representative or representatives of the
Underwriters, if any, specified in a Terms Agreement referred to in Section 3
are hereinafter referred to as the "Representatives"; provided, however, that if
the Terms Agreement does not specify any representative of the Underwriters, the
term "Representatives", as used in this Agreement (other than in Sections 2(b),
5(c) and 6 and the second sentence of Section 3), shall mean the Underwriters.
<PAGE>
 
          2.  Representations and Warranties.

          The Company, as of the date of each Terms Agreement referred to in
Section 3, represents and warrants to, and agrees with, each Underwriter that:

          (a)  A registration statement (No. 333-35815), including a prospectus,
     and a registration statement (No. 33-80775) relating to the Securities have
     each been filed with the Securities and Exchange Commission ("Commission")
     and has been declared effective under the Securities Act of 1933, as
     amended (collectively with all rules and regulations of the Commission
     thereunder, the "Act"). Such registration statements, as amended at the
     date of any Terms Agreement referred to in Section 3 (the "Terms Agreement
     Date"), including all documents incorporated therein by reference and all
     exhibits thereto, are hereinafter referred to as the "Registration
     Statement", and the prospectus included in the registration statement No.
     333-35815, as supplemented as contemplated by Section 3 to reflect the
     terms of the applicable Offered Securities and the terms of offering
     thereof as most recently filed, or transmitted for filing, with the
     Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)")
     under the Act including all material and information incorporated by
     reference therein, is hereinafter referred to as the "Prospectus," except
     that if any revised prospectus shall be provided to the Underwriters by the
     Company for use in connection with the offering of Securities, which
     differs from the Prospectus most recently filed, or transmitted for filing,
     with the Commission (whether or not such revised prospectus is required to
     be filed by the Company pursuant to Rule 424(b)), the term "Prospectus"
     shall refer to such revised prospectus from and after the time it is first
     provided to the Underwriters for such use, including all material and
     information incorporated by reference therein. All references in this
     Agreement to financial statements and schedules and other information that
     is "contained," "included" or "stated" in the Registration Statement, any
     preliminary prospectus or the Prospectus (and all other references of like
     import) shall be deemed to mean and include all such financial statements
     and schedules and other information that are or are deemed to be
     incorporated by reference in the Registration Statement or the Prospectus,
     as the case may be. Any reference herein to the terms "amend," "amendment"
     or "supplement" with respect to the Registration Statement, any prelimi-

                                      -2-
<PAGE>
 
     nary prospectus or the Prospectus shall be deemed to refer to and include
     the filing of any document under the Securities Exchange Act of 1934, as
     amended (together with all rules and regulations of the Commission
     thereunder, the "Exchange Act"), after the effective date of the
     Registration Statement, or the issue date of any preliminary prospectus or
     the Prospectus, as the case may be, and on or prior to the completion of
     the applicable offering and which is deemed to be incorporated therein by
     reference. Copies of such Registration Statement and the Prospectus
     relating thereto, any such amendment or supplement and all documents
     incorporated by reference therein which were filed with the Commission on
     or prior to the Terms Agreement Date (including one fully executed copy of
     the Registration Statement and of each amendment thereto for counsel for
     the Underwriters) have been delivered to each of the Representatives. The
     Registration Statement and the Prospectus shall be in all material respects
     in the form furnished to the Underwriters prior to the Terms Agreement Date
     or, to the extent not completed or required to be amended at the Terms
     Agreement Date, shall contain only such additional material information and
     other material changes as the Company has advised the Underwriters, a
     reasonable time prior to the Terms Agreement Date, is to be included or
     made therein and as to which the Underwriters have not reasonably objected.

          (b)  On the effective date of the Registration Statement relating to
     the Registered Securities (the "Effective Date"), such registration
     statement conformed as to form in all material respects to the requirements
     of the Act, the Trust Indenture Act of 1939, as amended (collectively with
     all rules and regulations of the Commission thereunder, "Trust Indenture
     Act"), and the other applicable rules and regulations of the Commission
     ("Rules and Regulations") and did not include any untrue statement of a
     material fact or omit to state any material fact required to be stated
     therein or necessary to make the statements therein not misleading, and on
     the date of each Terms Agreement referred to in Section 3, the Prospectus
     will conform as to form in all material respects to the requirements of the
     Act, the Trust Indenture Act and the Rules and Regulations, and on such
     date the Prospectus will not include any untrue statement of a material
     fact or omit to state any material fact required to be stated therein or
     necessary to make the statements therein, in light of the circumstances
     under which they were made, not

                                      -3-
<PAGE>
 
     misleading, except that the foregoing does not apply to (a) statements in
     or omissions from any of such documents based upon written information
     furnished to the Company by any Underwriter through the Representatives, if
     any, specifically for use therein and (b) that part of the Registration
     Statement that constitutes the Statement of Eligibility on Form T-1 of the
     Trustee under the Trust Indenture Act filed as an exhibit to the
     Registration Statement (the "Form T-1").

          (c)  (A)  No stop order suspending the effectiveness of the
     Registration Statement is in effect and, to the knowledge of the Company,
     no proceedings for that purpose are pending before or threatened by the
     Commission and (B) each document, if any, filed or to be filed pursuant to
     the Exchange Act and incorporated by reference in the Prospectus complied
     or will comply when so filed as to form in all material respects with the
     Exchange Act and did not, or will not when so filed, contain an untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in the light of the circumstances under which
     they were made, not misleading, excluding any statement in any such
     document that does not constitute part of the Registration Statement or the
     Prospectus pursuant to Rule 412 under the Act; provided, however, that this
     representation and warranty shall not apply to any statements in or
     omissions from any such documents based upon written information furnished
     to the Company by any Underwriter, through the Representatives, if any,
     specifically for use therein.

          (d)  The Company has been duly incorporated and is an existing
     corporation in good standing under the laws of the State of Delaware, with
     corporate power and authority to own its properties and conduct its
     business as described in the Prospectus; and the Company is duly qualified
     to do business as a foreign corporation in good standing in all other
     jurisdictions in which its ownership or leasing of property or the conduct
     of its business requires such qualification, other than any failure to be
     so qualified or in good standing as would not singly or in the aggregate
     with all such other failures reasonably be expected to have a material
     adverse effect on the assets, liabilities, results of operations or
     financial condition of the Company and its consolidated subsidiaries (as
     defined in Rule 1-02(x) of the Commission's Regulation S-X), taken as a
     whole (a "Material Adverse Effect").

                                      -4-
<PAGE>
 
          (e)  Each subsidiary (including, if applicable, partnerships of which
     the Company is a general partner) of the Company that meets the conditions
     for a "significant subsidiary" set forth in Rule 1-02(w) of the
     Commission's Regulation S-X (collectively, the "Subsidiaries") is duly
     organized and validly existing as a corporation or partnership in good
     standing (if applicable) under the laws of the jurisdiction of its
     incorporation or formation, has the corporate or other power and authority
     to own, lease and operate its properties and to conduct its business as
     described in the Prospectus and is duly qualified to transact business as a
     foreign corporation or partnership and is in good standing (if applicable)
     in each jurisdiction in which the conduct of its business or its ownership,
     leasing or operation of property requires such qualification, other than
     any failure to be so qualified or in good standing as would not singly or
     in the aggregate with all such other failures reasonably be expected to
     have a Material Adverse Effect.

          (f)  The Indenture has been duly authorized by the Company and has
     been duly qualified under the Trust Indenture Act; the Indenture complies
     as to form in all material respects with the requirements of the Trust
     Indenture Act; the Offered Securities have been duly authorized by the
     Company; and when the Offered Securities are delivered and paid for
     pursuant to the Terms Agreement on the Closing Date (as defined below) or
     pursuant to Delayed Delivery Contracts (as hereinafter defined), the
     Indenture will have been duly executed and delivered by the Company, such
     Offered Securities will have been duly executed, authenticated, issued and
     delivered by the Company and will conform in all material respects to the
     description thereof contained in the Prospectus, and the Indenture and such
     Offered Securities will constitute valid and legally binding obligations of
     the Company, entitled to the benefits of the Indenture and enforceable
     against the Company in accordance with their terms, subject, as to
     enforcement, to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws of general applicability
     relating to or affecting creditors' rights, to public policy considerations
     and to general equity principles.

          (g)  The Offered Securities have been approved for listing on the
     stock exchange, if any, indicated in the Terms Agreement, subject to notice
     of issuance.

                                      -5-
<PAGE>
 
          (h)  No consent, approval, authorization, or order of, or filing with,
     any governmental agency or body or any court is required for the
     consummation of the transactions contemplated by the Terms Agreement
     (including the provisions of this Agreement) in connection with the
     issuance and sale of the Offered Securities by the Company, except such as
     are required under the Act and the Trust Indenture Act and such as may be
     required under state securities laws.

          (i)  The execution, delivery and performance of the Indenture, the
     Terms Agreement (including the provisions of this Agreement) and any
     Delayed Delivery Contracts and the issuance and sale of the Offered
     Securities and compliance with the terms and provisions thereof do not and
     will not (i) contravene any provision of the certificate of incorporation,
     by-laws or other organizational documents of the Company or of any of the
     Subsidiaries, or (ii) conflict with or result in a breach or violation of
     any of the terms and provisions of, or constitute a default under
     (including, without limitation, any event which with notice or lapse of
     time, or both, would constitute a default under), or result in the creation
     or imposition of any lien, charge or encumbrance upon any assets or
     properties of the Company or of any of the Subsidiaries under, any statute,
     rule, regulation, order or decree of any governmental agency or body or any
     court having jurisdiction over any of them or any of their respective
     properties, assets or operations, or any indenture, mortgage, loan
     agreement, note or other agreement or instrument for borrowed money, any
     guarantee of any agreement or instrument for borrowed money or any lease,
     permit, license or other agreement or instrument to which the Company or
     any of the Subsidiaries is a party or by which the Company or any of the
     Subsidiaries is bound or to which any of the properties, assets or
     operations of any of them is subject, other than any such breach,
     violation, default, lien, charge or encumbrance as would not singly or in
     the aggregate with all such other breaches, violations, defaults, liens,
     charges or encumbrances reasonably be expected to have a Material Adverse
     Effect.

          (j)  The Terms Agreement (including the provisions of this Agreement)
     and any Delayed Delivery Contracts have been duly authorized, executed and
     delivered by the Company.

                                      -6-
<PAGE>
 
          (k)  The Company and the Subsidiaries have such certificates, permits,
     licenses, franchises, consents, approvals, orders, authorizations and
     clearances from appropriate governmental agencies and bodies ("Licenses")
     as are necessary to own, lease or operate their properties and to conduct
     their businesses in the manner described in the Prospectus, and all such
     Licenses are valid and in full force and effect, other than any failure to
     have any such License or any failure of any such License to be valid and in
     full force and effect as would not singly or in the aggregate with all such
     other failures have a Material Adverse Effect.

          (l)  Except as set forth in the Registration Statement and the
     Prospectus, the properties, assets and operations of the Company and the
     Subsidiaries are in compliance in all material respects with all applicable
     Federal, state, local and foreign laws, rules and regulations, orders,
     decrees, judgments, permits and licenses relating to public and worker
     health and safety and to the protection and clean-up of the natural
     environment and activities or conditions related thereto, including,
     without limitation, those relating to the generation, handling, disposal,
     transportation or release of hazardous materials (collectively,
     "Environmental Laws"), other than any such failure to be in compliance as
     would not singly or in the aggregate with all such other failures known to
     the Company reasonably be expected to have a Material Adverse Effect. With
     respect to such properties, assets and operations, including any previously
     owned, leased or operated properties, assets or operations, to the best
     knowledge of the Company and except as set forth in the Registration
     Statement and the Prospectus, there are no past, present or reasonably
     anticipated future events, conditions, circumstances, activities,
     practices, incidents, actions or plans of the Company or any of the
     Subsidiaries that may interfere with or prevent compliance or continued
     compliance in all material respects with applicable Environmental Laws,
     other than any such interference or prevention as would not singly or in
     the aggregate with any such other interference or prevention known to the
     Company reasonably be expected to have a Material Adverse Effect.

          (m)  Except as set forth in the Registration Statement and the
     Prospectus, there are no pending actions, suits, proceedings or
     investigations against or affecting the Company or any of the Subsidiaries,
     or with respect to

                                      -7-
<PAGE>
 
     which the Company or any of the Subsidiaries is responsible by way of
     indemnity or otherwise, that would singly or in the aggregate with all such
     other actions, suits, investigations or proceedings reasonably be expected
     to have a Material Adverse Effect, or reasonably be expected to have a
     material adverse effect on the ability of the Company to perform its
     obligations under this Agreement, the Indenture, the Offered Securities or
     any Delayed Delivery Contract; and, to the best knowledge of the Company,
     except as set forth in the Registration Statement and the Prospectus, no
     such actions, suits, proceedings or investigations are threatened.

          (n)  Since the date of the latest audited financial statements of the
     Company included or incorporated by reference in the Prospectus, except as
     disclosed in or contemplated by the Prospectus: (A) Neither the Company nor
     any Subsidiary has sustained any material loss or interference with its
     consolidated business or properties from fire, flood, windstorm, accident
     or other calamity (whether or not covered by insurance); (B) There has been
     no material increase in the long-term indebtedness of the Company, no
     material change in the capital stock of the Company and no dividend or
     distribution of any kind declared, paid or made by the Company on any class
     of its capital stock not consistent with past practice; and (C) There has
     not been or become known any Material Adverse Effect, or any development
     that could singly or in the aggregate with all other developments
     reasonably be expected to result in a Material Adverse Effect.

          (o)  The Company is not and, after giving effect to the offering and
     sale of the Offered Securities and the application of the proceeds thereof
     as described in the Prospectus, will not be an "investment company" as
     defined in the Investment Company Act of 1940.

          (p)  Neither the Company nor any of its affiliates does business with
     the government of Cuba or with any person or affiliate located in Cuba
     within the meaning of Section 517.075, Florida Statutes and the Company
     agrees to comply with such Section if prior to the completion of the
     distribution of the Offered Securities it commences doing such business.

          (q)  Except as set forth in the Registration Statement and the
     Prospectus, no labor disturbance by the em-

                                      -8-
<PAGE>
 
     ployees of the Company or any of the Subsidiaries exists or, to the best
     knowledge of the Company, is threatened, that would singly or in the
     aggregate with all such other labor disturbances reasonably be expected to
     have a Material Adverse Effect.

          (r)  The audited consolidated and combined financial statements of the
     Company and the Case Credit Business (as defined in Note 2 to the Company's
     financial statements contained in the Company's Form 10-K for the fiscal
     year ended December 31, 1996) and related schedules, if any, and notes
     included or incorporated by reference in the Registration Statement and the
     Prospectus comply in all material respects with the requirements of the
     Exchange Act and the Rules and Regulations, were prepared in accordance
     with generally accepted accounting principles consistently applied
     throughout the periods involved (except as otherwise stated therein) and
     fairly present the consolidated and combined financial condition, results
     of operations, cash flows, changes in combined equity and changes in
     stockholders' equity, as the case may be, of the Company or the Case Credit
     Business, as the case may be, on a consolidated or combined basis, as the
     case may be, at the dates and for the periods presented. The unaudited
     consolidated financial statements of the Company and the related notes
     included or incorporated by reference in the Registration Statement and the
     Prospectus present fairly the consolidated financial condition, results of
     operations, cash flows, changes in combined equity and changes in
     stockholders' equity, as the case may be, of the Company at the dates and
     for the periods to which they relate, subject to year-end audit
     adjustments, have been prepared in accordance with generally accepted
     accounting principles applied on a consistent basis (except as otherwise
     stated therein) and have been prepared on a basis substantially consistent
     with that of the audited financial statements referred to above, except as
     otherwise stated therein. The historical financial information and
     statistical data, if any, set forth or incorporated by reference in the
     Prospectus under the captions "Summary Historical and Pro Forma Financial
     Data of the Company," "Selected Historical Financial Data of the Company"
     and "Capitalization of the Company" or under any similar caption present
     fairly the information shown therein and, except as otherwise stated
     therein, have been compiled on a basis consistent with that of the audited
     consolidated and combined financial statements of the Company and, if ap-

                                      -9-
<PAGE>
 
     plicable, the Case Credit Business, as the case may be, included or
     incorporated by reference in the Registration Statement and the Prospectus.
     If pro forma financial statements with respect to the Company or the Case
     Credit Business are included or incorporated by reference in the
     Registration Statement and the Prospectus, such pro forma financial
     statements and other pro forma financial information included in the
     Prospectus present fairly the information shown therein, have been prepared
     in all material respects in accordance with the Commission's rules and
     guidelines with respect to pro forma financial statements, have been
     properly compiled on the pro forma basis described therein and, in the
     opinion of the Company, the assumptions used in the preparation thereof are
     reasonable and the adjustments used therein are appropriate to give effect
     to the transactions or circumstances referred to therein. No pro forma
     financial statements or other pro forma financial information with respect
     to the Company or the Case Credit Business is required to be included or
     incorporated by reference in the Registration Statement and the Prospectus
     other than those included or incorporated by reference therein. The
     Company's ratios of earnings to fixed charges (actual and, if any, pro
     forma) included in the Prospectus under the caption "Ratio of Earnings to
     Fixed Charges" and in Exhibit 12 to the Registration Statement have been
     calculated in compliance with Item 503(d) of Regulation S-K of the
     Commission and the supporting schedules included in the Registration
     Statement present fairly the information required to be stated therein.

          3.  Purchase and Offering of Offered Securities.  The obligation of
the Underwriters to purchase the Offered Securities will be evidenced by an
agreement substantially in the form of Annex II attached hereto ("Terms
Agreement") at the time the Company determines to sell the Offered Securities.
The Terms Agreement will incorporate by reference the provisions of this
Agreement, except as otherwise provided therein, and will specify the firm or
firms which will be Underwriters, the names of any Representatives, the
principal amount to be purchased by each Underwriter, the purchase price to be
paid by the Underwriters and the terms of the Offered Securities not already
specified in the Indenture, including, but not limited to, interest rate,
maturity, any redemption provisions and any sinking fund requirements and
whether any of the Offered Securities may be sold to institutional investors
pursuant to Delayed Delivery Contracts (as defined below). The Terms Agree-

                                     -10-
<PAGE>
 
ment will also specify the time and date of delivery and payment (such time and
date, or such other time not later than ten full business days thereafter as the
Underwriter first named in the Terms Agreement (the "Lead Underwriter") and the
Company agree as the time for payment and delivery, being herein and in the
Terms Agreement referred to as the "Closing Date"), the place of delivery and
payment and any details of the terms of offering that should be reflected in the
prospectus supplement relating to the offering of the Offered Securities. The
obligations of the Underwriters to purchase the Offered Securities will be
several and not joint. It is understood that the Underwriters propose to offer
the Securities for sale as set forth in the Prospectus.

          If the Terms Agreement provides for sales of Offered Securities
pursuant to delayed delivery contracts, the Company authorizes the Underwriters
to solicit offers to purchase Offered Securities pursuant to delayed delivery
contracts substantially in the form of Annex I attached hereto ("Delayed
Delivery Contracts") with such changes therein as the Company may authorize or
approve. Delayed Delivery Contracts are to be with institutional investors,
including commercial and savings banks, insurance companies, pension funds,
investment companies and educational and charitable institutions. On the Closing
Date the Company will pay, as compensation, to the Lead Underwriter for the
accounts of the Underwriters, the fee set forth in such Terms Agreement in
respect of the principal amount of Offered Securities to be sold pursuant to
Delayed Delivery Contracts ("Contract Securities"). The Underwriters will not
have any responsibility in respect of the validity or the performance of Delayed
Delivery Contracts. If the Company at its option executes and delivers Delayed
Delivery Contracts, the Contract Securities will be deducted from the Offered
Securities to be purchased by the several Underwriters and the aggregate
principal amount of Offered Securities to be purchased by each Underwriter will
be reduced pro rata in proportion to the principal amount of Offered Securities
set forth opposite each Underwriter's name in such Terms Agreement, except to
the extent that the Lead Underwriter determines that such reduction shall be
otherwise than pro rata and so advises the Company. The Company will advise the
Lead Underwriter not later than the business day prior to the Closing Date of
the principal amount of Contract Securities.

          If the Terms Agreement does not specify "Book-Entry Only" settlement,
the Offered Securities delivered to the Underwriters on the Closing Date will be
in definitive fully reg-

                                     -11-
<PAGE>
 
istered form, in such denominations and registered in such names as the Lead
Underwriter requests.

          If the Terms Agreement specifies "Book-Entry Only" settlement or
otherwise states that the provisions of this paragraph shall apply, the Company
will deliver against payment of the purchase price the Offered Securities in the
form of one or more permanent global Offered Securities in definitive form (the
"Global Securities") deposited with the Trustee as custodian for The Depository
Trust Company ("DTC") or with DTC and registered in the name of a nominee for
DTC. Interests in any permanent global Offered Securities will be held only in
book-entry form through DTC, except in the limited circumstances described in
the Prospectus. Payment for the Offered Securities shall be made by the
Underwriters in Federal (same day) funds by official check or checks or wire
transfer to an account in New York or Chicago previously designated to the Lead
Underwriter by the Company at a bank reasonably acceptable to the Lead
Underwriter, in each case drawn to the order of Case Credit Corporation at the
place of payment specified in the Terms Agreement on the Closing Date, against
delivery to the Trustee as custodian for DTC or to DTC of the Global Securities
representing all of the Offered Securities.

          4.  Certain Agreements of the Company.  The Company agrees with the
several Underwriters that in connection with each offering of Offered
Securities:

               (a)  The Company will file the Prospectus with the Commission
     pursuant to and in accordance with Rule 424(b)(1) or (2), as applicable
     (or, if applicable and if consented to by the Lead Underwriter (which
     consent shall not be unreasonably withheld), subparagraph (4) or (5), as
     applicable), not later than the second business day following the execution
     and delivery of the Terms Agreement or, if applicable, such later time as
     may be permitted by Rule 424.

               (b)  The Company will advise the Lead Underwriter promptly of any
     proposal to amend or supplement the Registration Statement (including any
     post-effective amendment) or the Prospectus (including any revised
     prospectus which the Company proposes for use by the Underwriters in
     connection with the offering of the Offered Securities which differs from
     the prospectus most recently filed, or transmitted for filing, with the
     Commission, whether or not such revised prospectus is required to be filed
     pursuant

                                     -12-
<PAGE>
 
     to Rule 424(b)) and will afford the Lead Underwriter a reasonable
     opportunity to comment on any such proposed amendment or supplement and,
     after the date of the Terms Agreement and prior to the later of the
     purchase and payment for the Offered Securities on the Closing Date and the
     completion of distribution by the Underwriters of the Offered Securities,
     will not effect any such amendment or supplementation without the prior
     consent of the Lead Underwriter, which consent shall not be unreasonably
     withheld or delayed, unless in the opinion of counsel for the Company such
     amendment or supplement is required by law; and the Company will also
     advise the Lead Underwriter promptly of (i) the filing of any such
     amendment or supplement and of the institution by the Commission of any
     stop order proceedings in respect of the Registration Statement or of any
     part thereof, (ii) of the receipt of any comments from the Commission or of
     any request by the Commission for any amendment to the Registration
     Statement or any amendment or supplement to the Prospectus or for any
     additional information and (iii) of the receipt by the Company of any
     notification with respect to any suspension of the qualification of the
     Offered Securities for offer and sale in any jurisdiction or the initiation
     of any proceeding for such purpose; and to use its best efforts to prevent
     the issuance of any such stop order or notification and, if issued, to
     obtain as soon as possible the withdrawal thereof.

          (c)  If, at any time when a prospectus relating to the Offered
     Securities is required to be delivered under the Act in connection with
     sales by any Underwriter or dealer, any event occurs, condition exists or
     information becomes known as a result of which the Prospectus as then
     amended or supplemented would include an untrue statement of a material
     fact or omit to state any material fact necessary to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading, or if it is necessary at any time to amend the Prospectus to
     comply with the Act, the Company promptly will notify the Lead Underwriter
     of such event, condition or information and will, subject to paragraph (b)
     of this Section 4, promptly prepare and file with the Commission, at its
     own expense, an amendment or supplement which will correct such statement
     or omission or an amendment which will effect such compliance. Neither the
     Lead Underwriter's consent to, nor the Underwriters' delivery of, any such

                                     -13-
<PAGE>
 
     amendment or supplement shall constitute a waiver of any of the conditions
     set forth in Section 5.

          (d)  As soon as practicable, but not later than 16 months, after the
     date of each Terms Agreement, the Company will make generally available to
     its securityholders an earnings statement complying with Section 11(a) of
     the Act and the Rules and Regulations (including at the option of the
     Company Rule 158 under the Act).

          (e)  The Company will furnish to the Representatives copies of the
     Registration Statement, including all exhibits, any related preliminary
     prospectus, any related preliminary prospectus supplement, the Prospectus
     and all amendments and supplements to such documents, in each case as soon
     as available and in such quantities as the Lead Underwriter reasonably
     requests.

          (f)  The Company will arrange for the qualification of the Offered
     Securities under the laws of such jurisdictions as the Lead Underwriter
     reasonably designates and will continue such qualifications in effect so
     long as required for the distribution; provided that in connection
     therewith the Company shall not be required to qualify as a foreign
     corporation or to file a general consent to service of process in any
     jurisdiction.

           (g)  During the period of five years after the date of any Terms
     Agreement, the Company will furnish to the Representatives upon their
     request and, upon request, to each of the other Underwriters, if any, as
     soon as practicable after the end of each fiscal year, a copy of its annual
     report to stockholders for such year if the Company prepares such a report;
     and the Company will furnish to the Representatives (i) as soon as
     available, a copy of each report and any definitive proxy statement of the
     Company filed with the Commission under the Exchange Act or mailed to
     stockholders, and (ii) from time to time, such other information concerning
     the Company as the Lead Underwriter may reasonably request.

          (h)  The Company will pay all expenses incident to the performance of
     its obligations under the Terms Agreement (including the provisions of this
     Agreement), including, without limitation, all costs and expenses (i)
     incurred in connection with the preparation, issuance, execution and
     delivery of the Offered Securities, (ii) in-

                                     -14-
<PAGE>
 
     curred in connection with the preparation, printing and filing under the
     Act and the Exchange Act, if applicable, of the Registration Statement, the
     Prospectus, any preliminary prospectus and each prospectus supplement
     (including in each case all exhibits, amendments and supplements thereto),
     (iii) in connection with the listing, if any, of the Offered Securities on
     any securities exchange set forth in the Terms Agreement, (iii) incurred in
     connection with the engagement of any qualified independent underwriter as
     may be required by rules and regulations of the National Association of
     Securities Dealers, Inc., (iv) incurred in connection with the rating of
     the Offered Securities, (v) relating to the fees and expenses of the
     Trustee, including the fees and expenses of counsel to the Trustee and (vi)
     relating to or in connection with the duplication costs and delivery of
     this Agreement, the Terms Agreement, the Indenture, any supplemental
     indenture relating thereto, the agreement among underwriters, each other
     document or instrument relating to the underwriting arrangements and any
     dealer agreements, and will reimburse the Underwriters (if and to the
     extent incurred by them) for any filing fees or other expenses (including
     fees and disbursements of counsel) incurred by them in connection with
     qualification of the Offered Securities for sale under the laws of such
     jurisdictions as the Lead Underwriter may reasonably designate and the
     printing of memoranda relating thereto, for any applicable filing fee of
     the National Association of Securities Dealers, Inc. relating to the
     Offered Securities, for any travel expenses of the Company's officers and
     employees and any other expenses of the Company in connection with
     attending or hosting meetings with prospective purchasers of Registered
     Securities and for expenses incurred in distributing the Prospectus, any
     preliminary prospectuses, any preliminary prospectus supplements or any
     other amendments or supplements to the Prospectus to the Underwriters.

          (i)  The Company will not offer, sell, contract to sell, pledge or
     otherwise dispose of, directly or indirectly, or file with the Commission a
     registration statement under the Act relating to United States dollar-
     denominated debt securities issued or guaranteed by the Company and having
     a maturity of more than one year from the date of issue, or publicly
     disclose the intention to make any such offer, sale, pledge, disposal or
     filing, without the prior consent of the Lead Underwriter for a period
     beginning at the time of execution of the Terms

                                     -15-
<PAGE>
 
     Agreement and ending the number of days after the Closing Date specified
     under "Blackout" in the Terms Agreement.

          (j)   During the period when the Prospectus is required to be
     delivered under the Act or the Exchange Act, the Company will file all
     documents required to be filed with the Commission pursuant to Section 13,
     14 or 15 of the Exchange Act within the time period required by the
     Exchange Act.

          5.    Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the Offered
Securities will be subject to the accuracy of the representations and warranties
on the part of the Company herein on and as of the Closing Date as if made on
and as of the Closing Date, to the accuracy of the statements of officers of the
Company made pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions
precedent:

          (a)   On or prior to the date of the Terms Agreement, the
     Representatives shall have received a letter, dated the date of delivery
     thereof, of Arthur Andersen LLP in form and substance satisfactory to the
     Representatives, together with signed or reproduced copies of such letter
     for each of the other Underwriters containing statements and information of
     the type ordinarily included in accountants' "comfort letters" to
     underwriters with respect to the financial statements and certain financial
     information contained in the Registration Statement and the Prospectus.

          (b)   If any amendment to the Registration Statement filed prior
     to the Terms Agreement Date has not been declared effective as of the Terms
     Agreement Date, such amendment shall have been declared effective not later
     than 5:30 p.m. (New York City time) on the Terms Agreement Date.  The
     Prospectus shall have been filed with the Commission in accordance with the
     Rules and Regulations and Section 4(a) of this Agreement. No stop order
     suspending the effectiveness of the Registration Statement or of any part
     thereof shall have been issued and be continuing in effect and no
     proceedings for that purpose shall have been instituted or, to the
     knowledge of the Company or any Underwriter, shall be contemplated by the
     Commission.  No amendment or supplement to the Prospectus shall have been


                                     -16-
<PAGE>
 
     filed to which the Lead Underwriter shall have objected pursuant to Section
     4(b).

          (c)   Subsequent to the execution of the Terms Agreement, there
     shall not have occurred (i) any change, or any development involving a
     prospective change, in or affecting particularly, the business or
     properties of the Company or its subsidiaries which, in the judgment of a
     majority in interest of the Underwriters including any Representatives,
     materially impairs the investment quality of the Offered Securities; (ii)
     any downgrading in the rating of any debt securities or preferred stock of
     the Company by any "nationally recognized statistical rating organization"
     (as defined for purposes of Rule 436(g) under the Act), or any public
     announcement that any such organization has under surveillance or review
     with possible negative implications its rating of any debt securities or
     preferred stock of the Company; (iii) any suspension or limitation of
     trading in securities generally on the New York Stock Exchange, or any
     setting of minimum prices for trading on such exchange, or any suspension
     of trading of any securities of the Company on any exchange or in the over-
     the-counter market; (iv) any banking moratorium declared by U.S. Federal or
     New York authorities; or (v) any outbreak or escalation of major
     hostilities in which the United States is involved, any declaration of war
     by Congress or any other substantial national or international calamity or
     emergency if, in the judgment of a majority in interest of the Underwriters
     including any Representatives, the effect of any such outbreak, escalation,
     declaration, calamity or emergency makes it impractical or inadvisable to
     proceed with completion of the sale of and payment for the Offered
     Securities.

          (d)  The Representatives shall have received a signed opinion, dated
     the Closing Date and addressed to the Underwriters, of Mayer, Brown &
     Platt, special counsel for the Company, substantially to the effect that:

               (i) The Company is an existing corporation in good standing under
          the laws of the State of Delaware, with corporate power and authority
          to own its properties and conduct its business as described in the
          Prospectus; and the Company is duly qualified to do business as a
          foreign corporation in good standing in all other jurisdictions within
          the United States of America in which its ownership or leasing of
          prop-


                                     -17-
<PAGE>
 
          erty or the conduct of its business requires such qualification
          and where the failure to be so qualified or in good standing would
          have a material adverse effect upon its operations or financial
          condition;

               (ii) The Indenture has been duly authorized, executed and
          delivered by the Company and has been duly qualified under the Trust
          Indenture Act; the Indenture complies as to form in all material
          respects with the requirements of the Trust Indenture Act; the
          Securities have been duly authorized by the Company; the Offered
          Securities (other than any Contract Securities) have been duly
          executed, authenticated and delivered by the Company; the Indenture
          and the Offered Securities other than any Contract Securities
          constitute, and any Contract Securities, when executed, authenticated,
          issued and delivered in the manner provided in the Indenture and sold
          pursuant to Delayed Delivery Contracts, will constitute, valid and
          legally binding obligations of the Company enforceable against the
          Company in accordance with their terms, subject, as to enforcement, to
          bankruptcy, insolvency, fraudulent transfer, reorganization,
          moratorium and similar laws of general applicability relating to or
          affecting creditors' rights, to public policy considerations and to
          general equity principles; and the Offered Securities other than any
          Contract Securities conform, and any Contract Securities, when so
          issued and delivered and sold will conform, in all material respects
          to the description thereof contained in the Prospectus;

               (iii) To the best of their knowledge without independent inquiry,
          no consent, approval, authorization or order of, or filing with, any
          governmental agency or body or any court is required for the
          consummation of the transactions contemplated by the Terms Agreement
          (including the provisions of this Agreement) in connection with the
          issuance or sale of the Offered Securities by the Company, except such
          as are required and have been obtained and made under the Act and the
          Trust Indenture Act and such as may be required under state securities
          laws (it being understood that such opinion may be limited to such
          consents, approvals, authorizations, orders and filings which, in such
          counsel's experience, are custom-

                                     -18-
<PAGE>
 
          arily applicable to transactions of the type contemplated by this
          Agreement, the Terms Agreement and the Indenture);

               (iv) The execution, delivery and performance of the Indenture,
          the Terms Agreement (including the provisions of this Agreement) and
          any Delayed Delivery Contracts and the issuance and sale of the
          Offered Securities and compliance with the terms and provisions
          thereof will not result in a breach or violation of any of the terms
          and provisions of, or constitute a default under, any material
          statute, rule, regulation or order of any governmental agency or body
          or any court having jurisdiction over the Company, any Subsidiary
          incorporated in the United States of America or any of their
          respective properties known to such counsel, or the charter or by-laws
          of the Company, or any such Subsidiary; and the Company has full power
          and authority to authorize, issue and sell the Offered Securities as
          contemplated by the Terms Agreement (including the provisions of this
          Agreement);

               (v) The Registration Statement has become effective under the
          Act, the Prospectus was filed with the Commission pursuant to the
          subparagraph of Rule 424(b) specified in such opinion on the date
          specified therein, and, to the best of the knowledge of such counsel,
          no stop order suspending the effectiveness of the Registration
          Statement or any part thereof has been issued and no proceedings for
          that purpose have been instituted or are pending or contemplated under
          the Act, and the registration statement relating to the Securities, as
          of its effective date, the Prospectus, as of the date of the Terms
          Agreement, and any amendment or supplement thereto, as of its date,
          complied as to form in all material respects with the requirements of
          the Act, the Trust Indenture Act and the Rules and Regulations; such
          counsel have no reason to believe that such registration statement, as
          of its effective date, or any amendment thereto, as of its date,
          contained any untrue statement of a material fact or omitted to state
          any material fact required to be stated therein or necessary to make
          the statements therein not misleading or that the Prospectus, as of
          the date of the Terms Agreement or as of such Closing Date, or any

                                     -19-
<PAGE>
 
          amendment or supplement thereto, as of its date, contained any untrue
          statement of a material fact or omitted to state any material fact
          necessary in order to make the statements therein, in the light of the
          circumstances under which they were made, not misleading; it being
          understood that such counsel need express no opinion as to the
          financial statements or other financial and statistical data contained
          in the Registration Statement or the Prospectus;

               (vi)   The Terms Agreement (including the provisions of this
          Agreement) and any Delayed Delivery Contracts have been duly
          authorized, executed and delivered by the Company; and

               (vii) Each document filed pursuant to the Exchange Act (other
          than the financial statements, schedules and other financial and
          statistical data included therein, as to which such counsel need
          express no opinion) and incorporated or deemed to be incorporated by
          reference in the Prospectus complied as to form in all material
          respects with the applicable requirements of the Exchange Act when so
          filed.

          Such counsel in rendering such opinion may rely as to certain matters
     of fact on certificates of officers of the Company and of public officials;
     provided, however, that such certificates shall have been delivered to the
     Representatives on or prior to the Closing Date.

          (e) The Representatives shall have received a signed opinion, dated
     the Closing Date and addressed to the Underwriters, of Richard S. Brennan,
     General Counsel and Secretary of Case Corporation, substantially to the
     effect that:

               (i)   To the best of his knowledge, no consent, approval or
          authorization of any third party is required for the consummation of
          the transactions contemplated by the Terms Agreement (including the
          provisions of this Agreement) in connection with the issuance or sale
          of the Offered Securities by the Company, except such as have been
          obtained and made and are in full force and effect and such as may be
          required under state securities laws;


                                     -20-
<PAGE>
 
               (ii) The execution, delivery and performance of the Indenture,
          the Terms Agreement (including the provisions of this Agreement) and
          any Delayed Delivery Contracts and the issuance and sale of the
          Offered Securities and compliance with the terms and provisions
          thereof will not result in a breach or violation of any of the terms
          and provisions of, or constitute a default under (including, without
          limitation, any event or condition which, with notice or lapse of
          time, or both, would constitute a default under), any material
          agreement or instrument known to such counsel to which the Company or
          any Subsidiary is a party or by which the Company or any Subsidiary is
          bound or to which any of the properties of the Company or any
          Subsidiary is subject;

               (iii) Except as set forth in the Prospectus, there are no
          material pending legal proceedings known to such counsel to which the
          Company or any Subsidiary is a party or of which the property of the
          Company or any Subsidiary is the subject, and to the best knowledge of
          such counsel no such proceeding is contemplated; and

               (iv) Such counsel has no reason to believe that the registration
          statement relating to the Registered Securities, as of its effective
          date, or any amendment thereto, as of its date, contained any untrue
          statement of a material fact or omitted to state any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading or that the Prospectus, as of the date of the
          Terms Agreement or as of such Closing Date, or any amendment or
          supplement thereto, as of its date or as of the Closing Date,
          contained or contains any untrue statement of a material fact or
          omitted or omits to state any material fact necessary in order to make
          the statements therein, in the light of the circumstances under which
          they were made, not misleading; it being understood that such counsel
          need express no opinion as to the financial statements or other
          financial or statistical data contained in the Registration Statement
          or the Prospectus.

          Such counsel in rendering such opinion may rely as to certain
     matters of fact on certificates of officers of the Company and of public
     officials; provided, however, that 


                                     -21-
<PAGE>
 
     such certificates shall have been delivered to the Representatives on or
     prior to the Closing Date.

               (f)  The Representatives shall have received from Cahill Gordon
     & Reindel, counsel for the Underwriters, such opinion or opinions, dated
     the Closing Date, with respect to the incorporation of the Company, the
     validity of the Offered Securities, the Indenture, the Delayed Delivery
     Contracts, if any, the Registration Statement, the Prospectus and other
     related matters as the Representatives may require, and the Company shall
     have furnished to such counsel such documents as they reasonably request
     for the purpose of enabling them to pass upon such matters.

               (g)  The Representatives shall have received a certificate or
     certificates, dated the Closing Date, of the President or any Vice
     President and a principal financial or accounting officer of the Company in
     which such officers, to the best of their knowledge after reasonable
     investigation, shall state that the representations and warranties of the
     Company in this Agreement are true and correct in all material respects,
     that the Company has complied in all material respects with all agreements
     and satisfied in all material respects all conditions on its part to be
     performed or satisfied hereunder at or prior to the Closing Date, that no
     stop order suspending the effectiveness of the Registration Statement or of
     any part thereof has been issued and is in effect and, to such officer's
     knowledge, no proceedings for that purpose have been instituted or are
     contemplated by the Commission and that, subsequent to the date of the most
     recent financial statements in the Prospectus, there has been no material
     adverse change in the financial position or results of operations of the
     Company or its subsidiaries taken as a whole except as set forth in or
     contemplated by the Prospectus or as described in such certificate and
     reasonably acceptable to the Lead Underwriter.

               (h)  The Representatives shall have received a letter, dated the
     Closing Date, of Arthur Andersen LLP to the effect that they reaffirm the
     statements made in the letter furnished pursuant to subsection (a) of this
     Section, except that the specified date referred to in such subsection will
     be a date not more than five days prior to the Closing Date for the
     purposes of this subsection.

                                     -22-
<PAGE>
 
          (i)  On the Terms Agreement Date (or as otherwise specified in the
     Terms Agreement), the Offered Securities shall have been approved for
     listing on the securities exchange set forth in the Terms Agreement upon
     notice of issuance.

          (j)  The Company shall have complied with the provisions of Section
     4(e) hereof with respect to the furnishing of Prospectuses.

The Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as the Representatives reasonably
request. The Lead Underwriter may in its sole discretion waive on behalf of the
Underwriters compliance with any conditions to the obligations of the
Underwriters under this Agreement and the Terms Agreement.

          6.   Indemnification. (a) The Company agrees to indemnify and hold
harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the Act and Section 20 of the Exchange Act
as follows:

          (i)  against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment thereto), including any information deemed included in
     the Registration Statement by virtue of Rule 430A under the Act or Rule 434
     under the Act, if applicable, or the omission or alleged omission therefrom
     of a material fact required to be stated therein or necessary to make the
     statements therein not misleading or arising out of any untrue statement or
     alleged untrue statement of a material fact included in any preliminary
     prospectus or the Prospectus (or any amendment or supplement thereto), or
     the omission or alleged omission therefrom of a material fact necessary in
     order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading;

          (ii)  against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission; provided that
     (subject to Section 6(d) below) any such

                                     -23-
<PAGE>
 
     settlement is effected with the written consent of the Company; and

          (iii) against any and all expense whatsoever, as incurred (including,
     subject to the fourth sentence of Section 6(c), the fees and disbursements
     of counsel chosen by the Lead Underwriter), reasonably incurred in
     investigating, preparing or defending against any litigation, or
     investigation or proceeding by any governmental agency or body, commenced
     or threatened, or any claim whatsoever based upon any such untrue statement
     or omission, or any such alleged untrue statement or omission, to the
     extent that any such expense is not paid under subparagraph (i) or (ii)
     above;

provided, however, that this indemnity agreement does not apply to any loss,
liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through the Lead Underwriter expressly for use in the Registration
Statement (or any amendment thereto), or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto), it being understood and
agreed that the only such information furnished by any Underwriter consists of
the information described as such in the Terms Agreement; provided, further,
however, that the foregoing indemnity with respect to any untrue statement in or
omission from any preliminary prospectus or preliminary prospectus supplement
shall not inure to the benefit of any Underwriter (or to the benefit of any
person controlling such Underwriter) from whom the person asserting any such
losses, claims, damages or liabilities purchased the Offered Securities if (i)
the Company has complied with Section 4(b), (c) and (e) of this Agreement, and
(ii) a copy of the Prospectus had not been sent or given to such person at or
prior to the written confirmation of the sale of such Offered Securities to such
person if required by the Act and the Prospectus would have cured the defect
giving rise to such loss, claim, damage or liability.  For purposes of the
second proviso to the immediately preceding sentence, the term "Prospectus"
shall not be deemed to include the documents incorporated therein by reference,
and no Underwriter shall be obligated to send or give any supplement or
amendment to any document incorporated by reference in any preliminary
prospectus or the Prospectus to any person.

                                     -24-
<PAGE>
 
          (b)  Each Underwriter severally agrees to indemnify and hold harmless
the Company, its directors, its officers who signed the Registration Statement,
and each person if any, who controls the Company within the meaning of Section
15 of the Act or Section 20 of the Exchange Act against any and all loss,
liability, claim, damage and expense described in the indemnity agreement in
Section 6(a), as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through the Lead Underwriter expressly for use in the Registration Statement (or
any amendment thereto), or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).

          (c)  Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnification may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve it from any liability which it may have
otherwise than on account of this indemnity agreement.  In the case of parties
indemnified pursuant to Section 6(a) above, counsel to the indemnified parties
shall be selected by the Lead Underwriter, and, in the case of parties
indemnified pursuant to Section 6(b) above, counsel to the indemnified parties
shall be selected by the Company.  An indemnifying party may participate at its
own expense in the defense of any such action; provided, however, that counsel
to the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party.  In no event shall the
indemnifying parties be liable for fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances.  No indemnifying party shall, without the prior
written consent of the indemnified parties (which consent shall not be
unreasonably withheld or delayed), settle or compromise or consent to the entry
of any judgment with respect to any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever in respect of which indemnification or contribution could be
sought under this Section 6 (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent
in-

                                     -25-
<PAGE>
 
cludes an unconditional written release in form and substance satisfactory to
the indemnified parties of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim.

          (d)  If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.
Notwithstanding the immediately preceding sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, an indemnifying party shall
not be liable for any settlement of the nature contemplated by Section 5(a)(ii)
effected without its consent if such indemnifying party (i) reimburses such
indemnified party in accordance with such request to the extent it reasonably
considers such request to be reasonable and (ii) provides written notice to the
indemnified party substantiating the unpaid balance as unreasonable, in each
case prior to the date of such settlement.

          (e)  If the indemnification provided for in Section 6(a) or (b) hereof
is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other hand from the offering of the Offered
Securities pursuant to this Agreement or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Underwriters on the other hand in connection with the statements or omissions
which resulted in such losses, liabilities, 

                                     -26-
<PAGE>
 
claims, damages or expenses, as well as any other relevant equitable
considerations.

          The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Offered
Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the
Offered Securities pursuant to this Agreement (before deducting expenses)
received by the Company and the total underwriting discount received by the
Underwriters, in each case as set forth on the cover of the Prospectus, or, if
Rule 434 under the Act is used, the corresponding location on the related term
sheet, bear to the aggregate initial public offering price of the Offered
Securities as set forth on such cover.

          The relative fault of the Company on the one hand and the Underwriters
on the other hand shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company, or by the Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

          The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 6(e) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 6(e). The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 6(e) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

          Notwithstanding the provisions of this Section 6(e), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Offered Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay


                                     -27-
<PAGE>
 
by reason of such untrue or alleged untrue statement or omission or alleged
omission.

          No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

          For purposes of this Section 6(e), each person, if any, who controls
an Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section 6(e) are several
in proportion to the principal amount of the Offered Securities set forth
opposite their respective names in Schedule A to the Terms Agreement and not
joint.

          7. Default of Underwriters. If any Underwriter or Underwriters default
in their obligations to purchase Offered Securities under the Terms Agreement
and the aggregate principal amount of Offered Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of
the total principal amount of Offered Securities, the Lead Underwriter may make
arrangements satisfactory to the Company for the purchase of such Offered
Securities by other persons, including any of the Underwriters, but if no such
arrangements are made by the Closing Date, the non-defaulting Underwriters shall
be obligated severally, in proportion to their respective commitments under the
Terms Agreement (including the provisions of this Agreement), to purchase the
Offered Securities that such defaulting Underwriters agreed but failed to
purchase. If any Underwriter or Underwriters so default and the aggregate
principal amount of Offered Securities with respect to which such default or
defaults occur exceeds 10% of the total principal amount of Offered Securities
and arrangements satisfactory to the Lead Underwriter and the Company for the
purchase of such Offered Securities by other persons are not made within 36
hours after such default, the Terms Agreement will terminate without liability
on the part of any non-defaulting Underwriter or the Company, except as provided
in Section 8. As used in this Agreement, the term "Underwriter" includes any
person substituted for an Under-

                                     -28-
<PAGE>
 
writer under this Section 7. Nothing herein will relieve a defaulting
Underwriter from liability for its default. The respective commitments of the
several Underwriters for the purposes of this Section 7 shall be determined
without regard to reduction in the respective Underwriters' obligations to
purchase the principal amounts of the Offered Securities set forth opposite
their names in the Terms Agreement as a result of Delayed Delivery Contracts
entered into by the Company.

          8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the several Underwriters set forth in or made
pursuant to the Terms Agreement (including the provisions of this Agreement)
will remain in full force and effect, regardless of any investigation, or
statement as to the results thereof, made by or on behalf of any Underwriter,
the Company or any of their respective representatives, officers or directors or
any controlling person of any of them, and will survive delivery of and payment
for the Offered Securities. If the Terms Agreement is terminated pursuant to
Section 7 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 4 and the respective
obligations of the Company and the Underwriters pursuant to Section 6 and the
provisions of Section 13 shall remain in effect. If the purchase of the Offered
Securities by the Underwriters is not consummated for any reason other than
solely because of the termination of the Terms Agreement pursuant to Section 7
or the occurrence of any event specified in clause (iii), (iv) or (v) of Section
5(c), the Company will reimburse the Underwriters for all out-of-pocket expenses
(including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Offered Securities.

          9. Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to them at their address set forth in the Terms Agreement or, if sent to the
Company, will be mailed, delivered or telegraphed and confirmed to it at 700
State Street, Racine, Wisconsin 53404, Attention: Chief Financial Officer with a
copy to Case Corporation, 700 State Street, Racine, Wisconsin 53404, Attention:
Treasurer.

          10. Successors. The Terms Agreement (including the provisions of this
Agreement) will inure to the benefit of and

                                     -29-
<PAGE>
 
be binding upon the Company and such Underwriters as are identified in the Terms
Agreement and their respective successors and the officers and directors and
controlling persons referred to in Section 6, and no other person will have any
right or obligation hereunder.

          11. Representation of Underwriters. Any Representatives will act for
the several Underwriters in connection with the financing described in the Terms
Agreement, and any action under such Terms Agreement (including the provisions
of this Agreement) taken by the Representatives jointly or by the Lead
Underwriter will be binding upon all the Underwriters.

          12. Counterparts. This Agreement and the Terms Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
Agreement.

          13. Applicable Law. This Agreement and the Terms Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to principles of conflicts of laws.

                                     -30-
<PAGE>
 
          If the foregoing is in accordance with your understanding, please sign
and return six counterparts hereof.

                                       Very truly yours,

                                       CASE CREDIT CORPORATION



                                       By: ________________________________
                                           Name:
                                           Title:

CONFIRMED AND ACCEPTED,
as of the date first above written

By: MERRILL LYNCH, PIERCE, FENNER
     & SMITH INCORPORATED


    By: ____________________________
        Name:
        Title:


By: NATIONSBANC MONTGOMERY
     SECURITIES, INC.


    By: ____________________________
        Name:
        Title:

                                     -31-
<PAGE>
 
                                                                         ANNEX I

            (Three copies of this Delayed Delivery Contract should
               be signed and returned to the address shown below
              so as to arrive not later than 9:00 A.M., New York
                        time, on ..........., 19..../*/)


                           DELAYED DELIVERY CONTRACT
                           -------------------------

                                             [                ], [             ]

CASE CREDIT CORPORATION
c/o [Insert name of Underwriter]

Ladies and Gentlemen:

          The undersigned hereby agrees to purchase from Case Credit
Corporation, a Delaware corporation ("Company"), and the Company agrees to sell
to the undersigned, [If one delayed closing, insert--as of the date hereof, for
delivery on             , 19  ("Delivery Date"),]

                                $..............

principal amount of the Company's [Insert title of securities] ("Securities"),
offered by the Company's Prospectus dated           , 19   and a Prospectus
Supplement dated                 , 19   relating thereto, receipt of copies of
which is hereby acknowledged, at   % of the principal amount thereof plus
accrued interest, if any, and on the further terms and conditions set forth in
this Delayed Delivery Contract ("Contract").

          [If two or more delayed closings, insert the following:



--------------
/*/  Insert date that is two full business days prior to Closing Date under
     Terms Agreement.
<PAGE>
 
                                      -2-

          The undersigned will purchase from the Company as of the date hereof,
for delivery on the dates set forth below, Securities in the principal amounts
set forth below:

Delivery Date                                    Principal Amount
-------------                                    ----------------

 ........................                            ..........

 ........................                            ..........


Each of such delivery dates is hereinafter referred to as a Delivery Date.]

          Payment for the Securities that the undersigned has agreed to purchase
for delivery on--the--each--Delivery Date shall be made to the Company or its
order by certified or official bank check in --New York--Chicago--Clearing House
(next day) --Federal (same day)-- funds at the office of    at    .M. on--the--
such--Delivery Date upon delivery to or for the account of the undersigned of
the Securities to be purchased by the undersigned--for delivery on such Delivery
Date--in definitive fully registered form and-- in such denominations and
registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to--the--such--Delivery Date.

          It is expressly agreed that the provisions for delayed delivery and
payment are for the sole convenience of the undersigned; that the purchase
hereunder of Securities is to be regarded in all respects as a purchase as of
the date of this Contract; that the obligation of the Company to make delivery
of and accept payment for, and the obligation of the undersigned to take
delivery of and make payment for, Securities on--the--each--Delivery Date shall
be subject only to the conditions that (1) investment in the Securities shall
not at--the--such--Delivery Date be prohibited under the laws of any
jurisdiction in the United States to which the undersigned is subject and (2)
the Company shall have sold to the Underwriters the total principal amount of
the Securities less the principal amount thereof covered by this and other
similar Contracts. The undersigned represents that its investment in the
Securities is not, as of the date hereof, prohibited under the laws of any
jurisdiction to which the undersigned is subject and which governs such
investment.
<PAGE>

                                      -3-
 
          Promptly after completion of the sale to the Underwriters the Company
will mail or deliver to the undersigned at its address set forth below notice to
such effect, accompanied by--a copy--copies--of the opinion[s] of counsel for
the Company delivered to the Underwriters in connection therewith.

          This Contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.

          It is understood that the acceptance of any such Contract is in the
Company's sole discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis. If this Contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its address set
forth below. This will become a binding contract between the Company and the
undersigned when such counterpart is so mailed or delivered.

                                       Yours very truly,

                                       ........................................
                                                 (Name of Purchaser)

                                       By .....................................

                                       ........................................
                                                 (Title of Signatory)

                                       ........................................

                                       ........................................
                                                (Address of Purchaser)

Accepted, as of the above date.

CASE CREDIT CORPORATION

By _____________________________
         (Insert Title]
<PAGE>
 
                           [Form of Terms Agreement]
                           
                                                                        ANNEX II

                            CASE CREDIT CORPORATION
                                  ("Company")

                                Debt Securities

                                TERMS AGREEMENT
                                ---------------

                                                               [       ], 199[ ]

To:  The [Representative[s] of the] Underwriters identified herein


Ladies and Gentlemen:

          Case Credit Corporation agrees to sell to the several Underwriters
named [in Schedule A hereto] [below] for their respective accounts, on and
subject to the terms and conditions of the document entitled "Case Credit
Corporation, Debt Securities, Underwriting Agreement" dated [         ], [    ]
a copy of which is attached hereto as Annex I ("Underwriting Agreement"), the
following securities ("Offered Securities") on the following terms:

          Title: [  %] [Floating Rate]--Notes--Debentures--Bonds--
Due               .

          Principal Amount: $           .

          Interest:  [  % per annum, from                          , 19  , 
payable semiannually on            and           , commencing            ,
19  , to holders of record on the preceding           or           ,
as the case may be]. [Zero coupon.]

          Maturity:                             ,                     .

          Optional Redemption:
<PAGE>

                                     -2-
 
          Sinking Fund:

          Listing:  [None.] [ Stock Exchange.] [The Nasdaq Stock Market.]

          Delayed Delivery Contracts:  [None.] [Delivery Date[s] shall be
              , 19  . Underwriters' fee is    % of the principal amount of the
Contract Securities.]

          Purchase Price:    % of principal amount, plus accrued interest[, if 
any,] from              , 19  .

          Expected Reoffering Price:    % of principal amount, subject to 
change by the [Representative[s]] [Underwriters].

          Closing:              A.M. on                 , 19     , at the
offices of Mayer, Brown & Platt, 190 S. LaSalle Street, Chicago, Illinois 60603,
[[in New York] [Chicago] Clearing House [Federal (same day)] funds.

          Settlement and Trading: [Physical certificated form.] [Book-Entry 
Only via DTC.]

          Blackout: Until      days after the Closing Date.

          [Name[s] and Address[es] of [Representative[s]] [Underwriter[s]]:]

          The respective principal amounts of the Offered Securities to be
purchased by each of the Underwriters are set forth opposite their names in
Schedule A hereto.

          The provisions of the Underwriting Agreement are incorporated herein
by reference in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Underwriting Agreement had been set forth
in full herein. Terms defined in the Underwriting Agreement are used herein as
therein defined.

          [The Offered Securities will be made available for checking and
packaging at the office of                   at least 24 hours prior to the
Closing Date.]

          For purposes of Section 6 of the Underwriting Agreement, the only
information furnished to the Company by any Underwriter for use in the
Prospectus consists of [(i)] the following information in the Prospectus
furnished on behalf of
<PAGE>

                                     -3-
 
each Underwriter: the last paragraph at the bottom of the prospectus supplement
cover page concerning the terms of the offering by the Underwriters, the legend
concerning over-allotments--and--, --stabilizing [and passive market making] on
the inside front cover page of the prospectus supplement--and--, --the
concession and reallowance figures appearing in the paragraph under the caption
"Underwriting" in the prospectus supplement [If paragraph regarding passive
market making is included, insert--and the information contained in the
paragraph under the caption "Underwriting" in the prospectus supplement] [If
applicable, insert--; and (ii) the following information in the prospectus
supplement furnished on behalf of [insert name of Underwriter]: [insert
description of information, such as material relationship disclosure under the
caption "Underwriting" in the prospectus supplement].
<PAGE>

                                     -4-
 
          If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company one of the counterparts hereof,
whereupon it will become a binding agreement among the Company and the several
Underwriters in accordance with its terms.

                                       Very truly yours,

                                       CASE CREDIT CORPORATION


                                       By: ____________________________________
                                                                 [Insert title]
<PAGE>

                                     -5-
 
The foregoing Terms Agreement is hereby 
  confirmed and accepted as of the date
  first above written.

[If no co-representative, use first 
  confirmation form.  If co-
  representative, use second.]

  [NAMES OF REPRESENTATIVES]

  By ___________________________________
                          [Insert title]

[Acting on behalf of itself and 
  as the Representative of the 
  several Underwriters.]