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                                                                  CONFORMED COPY
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                     DEED OF GUARANTEE AND NEGATIVE PLEDGE
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DEED POLL dated            17 October            1997 by:

CASE CREDIT CORPORATION a Delaware corporation having its principal office at
233 Lake Street, Racine, Wisconsin, 53403, USA (the COMPANY).


RECITALS

A.   The Borrower is a wholly owned Subsidiary of the Company.

B.   The Borrower proposes to enter into a bill acceptance and discount
     facility with the Lenders and their agent and to issue MTNs and PNs
     denominated in Australian dollars from time to time, all on the security
     of this Deed.

C.   The Company enters into this Deed for the benefit of the Indemnified
     Parties described below.


IT IS AGREED as follow:

1.   DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     The following definitions apply unless the context requires otherwise.

     AFFILIATE means, in relation to any person, any other person (other than a
     Subsidiary) which, directly or indirectly, is in control of, is controlled
     by, or is under common control with that person. For the purposes of this
     definition, CONTROL of a person means the power, directly or indirectly,
     either to:

     (a)     vote 10% or more of the securities or other equity interests having
             ordinary voting power for the election of directors or other
             governing bodies of that person; or

     (b)     direct or cause the direction of the management and policies of the
             person, whether by contract or otherwise.

     AGENT means National Australia Bank Limited (ACN 004 044 937) in its
     capacity as Agent under the Bill Facility Agreement.

     ATTRIBUTABLE DEBT at any date (the DETERMINATION DATE) means, in relation
     to any particular lease under which the Company or any Restricted
     Subsidiary is at the time liable as lessee for a term of more than 12
     months, the total net obligations of the lessee for rental payments during
     the remaining term of the lease (excluding any period for which the lease
     has been extended or may, at the option of the lessor, be extended),
     discounted from the respective due dates of those rental payments to the
     determination date at a rate per annum equivalent to the greater of:

     (a)     the Company's weighted average cost of debt as determined in good
             faith by the Company; and

     (b)     the interest rate inherent in that lease as determined in good
             faith by the Company,
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             both to be compounded semi-annually. Those TOTAL NET OBLIGATIONS of
             the lessee will be the total amount of the rent payable by the
             lessee after excluding amounts required to be paid on account of
             maintenance and repairs, services, insurance, taxes, assessments,
             water rates and similar charges and contingent rents (such as those
             based on sales or monetary inflation). If a lease is terminable by
             the lessee on the payment of a penalty and under the terms of the
             lease, the termination right is not exercisable until after the
             determination date and the amount of that penalty discounted (as
             specified above) to the determination date is less than the net
             amount of rentals payable after the time as of which that
             termination could occur (the TERMINATION TIME) discounted (as
             specified above) to the determination date, then the discounted
             penalty amount will be used instead of the discounted amount of net
             rentals payable after the termination time in calculating the
             Attributable Debt for the lease. If a lease is terminable by the
             lessee on the payment of a penalty and that termination right is
             exercisable on the determination date and the amount of the net
             rentals payable under the lease after the determination date
             discounted (as specified above) to the determination date is
             greater than the amount of the penalty, the Attributable Debt for
             that lease as of the determination date will be equal to the amount
             of that penalty.

             AUTHORISED OFFICER means the President or any Vice President of the
             Company or, with respect to financial matters, the Chief Financial
             Officer, the Treasurer, the Controller, any Assistant Treasurer or
             any Assistant Controller of the Company.

             BILL means a BILL OF EXCHANGE as defined in the Bills of Exchange
             Act 1909 (Cth) which is, or is to be, accepted or discounted under
             the Bill Facility Agreement.

             BILL FACILITY AGREEMENT means a bill acceptance and discount
             facility agreement dated on or about the date of this Deed between
             the Borrower, the Agent and various financial institutions named in
             the schedule to that agreement.

             BORROWER means Case Credit Australia Pty Limited (ACN 069 132 396).

             BUSINESS DAY means a day (not being a Saturday or Sunday) on which
             banks are open for business in Sydney.

             CASE CREDIT DEBT as at any date of determination with respect to
             the Group, means an amount equal to:

             (a)    the sum (without duplication) of:

                    (i)    all Indebtedness of the Group (other than
                           Indebtedness referred to in paragraphs (e) to (h) of
                           that definition) which in accordance with GAAP would
                           be included as a liability on a consolidated balance
                           sheet (excluding the notes) of the Group as at that
                           date;

                    (ii)   all Guarantee Obligations of the Group in respect of
                           Indebtedness (other than Indebtedness referred to in
                           paragraphs (e) to (h) of that definition) as at that
                           date; and

                    (iii)  all obligations of the Company or any of its
                           Subsidiaries incurred in connection with any
                           securitisation or other asset-backed financing of
                           Receivables as at that date, to the extent those
                           obligations are excluded from the definition of
                           Permitted Securitisation Obligations by operation of
                           the proviso to that definition;
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             (b)    less, to the extent included in paragraph (a) above, the sum
                    (without duplication) of:

                    (i)    the Guarantee Obligations of the Company or any of
                           its Subsidiaries in respect of Indebtedness of
                           Subsidiaries of the Company; and

                    (ii)   Permitted Securitisation Obligations as at that date.

             Excluded Credit Card Guarantee Obligations are excluded from all
             calculations of Case Credit Debt.

             CASE VENDOR FINANCING means financing which is provided by a person
             other than the Company or any of its Subsidiaries or Affiliates, to
             a customer of the Company or of any of its Subsidiaries or
             Affiliates.

             CONSOLIDATED INTEREST EXPENSE means, for any period with respect to
             the Group, the aggregate amount of interest expense of the Group
             during that period determined in accordance with GAAP.

             CONSOLIDATED LEASE EXPENSE means, for any period with respect to
             the Group, all amounts paid or incurred by the Group during that
             period under operating leases in respect of real property.

             CONSOLIDATED NET INCOME means, for any period with respect to the
             Group, consolidated net income of the Group for that period
             determined in accordance with GAAP.

             CONSOLIDATED NET TANGIBLE ASSETS means, as at any date of
             determination, the total assets appearing on the most recent
             consolidated balance sheet of the Group as at the end of the most
             recent fiscal quarter of the Company ending not more than 135 days
             before that date, determined in accordance with GAAP, minus the
             amount of Intangible Assets included in that consolidated balance
             sheet as at the end of that fiscal quarter.

             CONSOLIDATED NET WORTH means, at any time with respect to the
             Company, all items which in conformity with GAAP would be included
             under shareholders' equity on a consolidated balance sheet of the
             Group at that time plus any amounts included on that consolidated
                                ----
             balance sheet in respect of any preferred stock of the Company and
             any Preferred Securities outstanding from time to time (except to
             the extent that any such preferred stock is mandatorily redeemable
             at the option of the holder or on the happening of any contingency
             before the later of:

             (a)    the Repayment Date (as defined in the Bill Facility
                    Agreement) for any accommodation provided under Tranche B of
                    that agreement; and

             (b)    the latest Maturity Date (as defined in the MTN Deed) of any
                    MTN).

             CONSOLIDATED SUBSIDIARY means any Subsidiary of the Company which,
             in accordance with GAAP, would be consolidated in the financial
             statements of the Company.

             CONTRACTUAL OBLIGATION means in relation to any person, any
             provision of any security issued by that person or of any
             agreement, instrument or other undertaking to which the person is a
             party or by which it or any of its property is bound.

             DEALER means a person who is a Dealer from time to time under the
             Dealership Agreement.
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             DEALERSHIP AGREEMENT means the Promissory Note and MTN Dealership
             Agreement dated on or about the date of this Deed between the
             Borrower, the Programme Manager, the I&P Agent and the dealers
             listed in that agreement.

             EBIT means, for any period with respect to the Group, Consolidated
             Net Income of the Group for that period plus, to the extent
                                                     ---- 
             deducted in determining that Consolidated Net Income, the sum of
             taxes and interest expense, plus or minus, to the extent deducted
                                         -------------
             or added respectively in determining that Consolidated Net Income,
             any income, gain or loss of a non-cash nature.

             EVENT OF DEFAULT means an event of default as defined in any
             Transaction Document.

             EXCLUDED CREDIT CARD GUARANTEE OBLIGATIONS means, at any time, 93%
             of the outstanding amount of obligations of cardholders for which
             there is recourse to the Company under the credit card program
             sponsored by the Company (funded and serviced by NationsBank of
             Delaware, N.A.).

             EXTRAORDINARY RESOLUTION has the meaning given in the MTN Deed.

             FINANCING LEASE means any lease of property, real or personal, in
             respect of which the lessee's obligations are required, in
             accordance with GAAP, to be capitalised on a balance sheet of the
             lessee.

             FIXED CHARGE RATIO means for any period, the ratio of:

             (a)    EBIT of the Group for that period plus Consolidated Lease
                    Expense (but only to the extent that was deducted in
                    calculating EBIT) of the Group for that period;

             to:

             (b)    the sum of Consolidated Interest Expense of the Group for
                    that period, Consolidated Lease Expense of the Group for
                    that period and all amounts paid by the Company or any of
                    its Subsidiaries to Case Corporation during that period in
                    respect of income tax.

             GAAP means generally accepted accounting principles in the United
             States of America in effect on the date of this Deed.

             GOVERNMENTAL AGENCY means any government or any governmental, semi
             governmental or judicial entity or authority. It also includes any
             self-regulatory organisation established under statute or any stock
             exchange.

             GROUP means the Company and its Consolidated Subsidiaries and
             includes any one or more of them.

             GUARANTEE OBLIGATION in relation to any person (the GUARANTEEING
             PERSON) means, without duplication and subject to clause 1.2, any
             obligation of:

             (a)    the guaranteeing person; or

             (b)    another person (including any bank under any letter of
                    credit), the creation of which was induced by the
                    guaranteeing person issuing a reimbursement, counter
                    indemnity or similar obligation,
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             in either case guaranteeing or in effect guaranteeing any
             Indebtedness, leases, dividends or other obligations (the PRIMARY
             OBLIGATIONS) of any third person (the PRIMARY OBLIGOR) in any
             manner, whether directly or indirectly. It includes an obligation
             of the guaranteeing person, whether or not contingent:

             (i)    to purchase any such primary obligation or any property
                    constituting direct or indirect security for it;

             (ii)   to advance or supply funds for the purchase or payment of
                    any such primary obligation or to maintain working capital
                    or equity capital of the primary obligor or otherwise to
                    maintain the net worth or solvency of the primary obligor;

             (iii)  to purchase property, securities or services primarily for
                    the purpose of assuring the owner of any such primary
                    obligation of the ability of the primary obligor to make
                    payment of the primary obligation; or

             (iv)   otherwise to assure or hold harmless the owner of any such
                    primary obligation against loss in respect of it.

             It does not include endorsements of instruments for deposit or
             collection in the ordinary course of business; obligations in
             respect of trade liabilities incurred in the ordinary course of
             business and payable in accordance with customary practices; or
             Excluded Credit Card Guarantee Obligations.

             INDEBTEDNESS in relation to any person at any time, means, without
             duplication:

             (a)    all indebtedness of the person for borrowed money or for the
                    deferred purchase price of property or services (other than
                    trade liabilities incurred in the ordinary course of
                    business and payable in accordance with customary
                    practices);

             (b)    any other indebtedness of the person which is evidenced by a
                    note, bond, debenture or similar instrument;

             (c)    all obligations of the person as lessee under Financing
                    Leases;

             (d)    all obligations of the person in respect of acceptances
                    issued or created for the account of the person;

             (e)    all liabilities secured by any Lien on any property owned by
                    the person even though the person has not assumed or
                    otherwise become liable for the payment of it ;

             (f)    all net liabilities of the person in respect of any interest
                    rate protection agreement, interest rate future, interest
                    rate option, interest rate cap or other interest rate hedge
                    arrangement;

             (g)    all Guarantee Obligations in respect of Indebtedness
                    referred to in the preceding paragraphs of this definition;
                    and

             (h)    if the person is the Company or any of its Subsidiaries, all
                    obligations of that person incurred in connection with any
                    securitisation or other asset-backed financing of
                    Receivables, to the extent those obligations are excluded
                    from the definition of Permitted Securitisation Obligations
                    by operation of the proviso to that definition.
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             Despite the above, Permitted Vendor Financing Obligations do not
             constitute Indebtedness under this definition.

             INDEMNIFIED PARTY means the Agent, the Programme Manager, a Dealer,
             a Lender or a Noteholder.

             INTANGIBLE ASSETS means at any date of determination, the value
             (net of any applicable reserves) as shown in the most recent
             consolidated balance sheet of the Group as at the end of the most
             recent fiscal quarter of the Company ending not more than 135 days
             before that date, prepared in accordance with GAAP, of:

             (a)    all trade names, trade marks, licences, patents, copyrights,
                    service marks, goodwill and other like intangibles;

             (b)    organisational and development costs;

             (c)    deferred charges (other than prepaid items, such as
                    insurance, tax, interest, commissions, rent, deferred
                    interest waiver, deferred financing fees, compensation and
                    similar items and tangible assets being amortised); and

             (d)    unamortised debt discount and expense, less unamortised
                    premium.

             I & P AGREEMENT means an issue and paying agency agreement between
             National Australia Bank Limited as the issuing and paying agent and
             the Borrower.

             LENDER means any financial institution which is a Participant from
             time to time under the Bill Facility Agreement.

             LIEN means any mortgage, pledge, hypothecation, assignment, deposit
             arrangement, encumbrance, lien (statutory or other), charge or
             other security interest or any preference, priority or other
             security agreement or preferential arrangement of any kind or any
             nature whatever (including any conditional sale or other title
             retention agreement and any Financing Lease having substantially
             the same economic effect as any of the above).

             LIQUIDATION includes receivership, compromise, arrangement,
             amalgamation, administration, reconstruction, winding up,
             dissolution, assignment for the benefit of creditors, bankruptcy or
             death.

             MATERIAL ADVERSE EFFECT means a material adverse effect on:

             (a)    the business, operations, property or condition (financial
                    or otherwise) of the Group taken as a whole;

             (b)    the ability of the Company to perform its obligations under
                    this Deed;

             (c)    the ability of the Borrower to perform its obligations under
                    any Transaction Document; or

             (d)    the rights or remedies of the Indemnified Parties under this
                    Deed or the Transaction Documents.

             MATERIAL SUBSIDIARY means any Subsidiary of the Company whose
             assets or revenues (excluding inter-company receivables and
             revenues that would be eliminated upon consolidation in accordance
             with GAAP) are, at the time of determination, equal to or greater
             than 10% of the assets or revenues
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             (excluding inter-company receivables and revenues that would be
             eliminated on consolidation in accordance with GAAP), respectively,
             of the Company at such time.

             MTN means a debt instrument created by the Borrower in registered
             form, constituted by the MTN Deed, entitling the holder of the MTN
             to payment of certain money under the MTN Deed.

             MTN DEED means the A$ Domestic MTN Deed Poll by the Borrower dated
             on or about the date of this Deed.

             MTN HOLDER means a person entitled in accordance with the MTN Deed
             to an MTN.

             NOTEHOLDER means a holder of a PN or an MTN Holder.

             ORDINARY RESOLUTION has the meaning given in the MTN Deed.

             PERMITTED SECURITISATION OBLIGATIONS means obligations of the
             Company or any of its Subsidiaries incurred in connection with any
             securitisation or other asset-backed financing of Receivables;
             except that, if:

             (a)    there is recourse to the Company or any of its Subsidiaries
                    (other than a Special Purpose Subsidiary) for failure to pay
                    or otherwise perform any of those obligations;

             (b)    that failure arises as a result of credit defaults by the
                    debtors in respect of those Receivables; and

             (c)    that recourse is not limited to the Receivables and
                    Receivables Related Assets (or undivided or beneficial
                    interests in them) which are the subject of the
                    securitisation or other asset-backed financing,

             then those obligations will not be Permitted Securitisation
             Obligations to the extent that, in accordance with GAAP, they would
             be required to be included as a liability on a consolidated balance
             sheet of the Group.

             PERMITTED VENDOR FINANCING OBLIGATIONS means:

             (a)    any Guarantee Obligation of the Group in respect of Case
                    Vendor Financing, but only to the extent that the underlying
                    principal amount of the Indebtedness subject to the
                    Guarantee Obligation is secured or otherwise funded by the
                    Group with cash or other marketable instruments (including
                    pledges of deposit accounts, notes, bonds, certificates of
                    deposit or other documents or instruments); and

             (b)    any Guarantee Obligation of the Group in respect of Case
                    Vendor Financing where:

                    (i)    Case Corporation or any of its Subsidiaries or
                           Affiliates has a Guarantee Obligation in respect of
                           the same principal amount;

                    (ii)   the Company has a written agreement with Case
                           Corporation which states that Case Corporation will
                           fully indemnify the Company if the Company is called
                           on to provide funds in connection with the Guarantee
                           Obligation; and

                    (iii)  that agreement is enforceable by any MTN Holder or
                           the Agent.
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             PREFERRED SECURITIES means any preferred securities issued by a
             financing entity used exclusively to raise capital for the Company
             and which have the following structural characteristics:

             (a)    the financing entity lends the proceeds from the issue of
                    preferred securities to the Company in exchange for
                    subordinated debt securities (which are subordinated to all
                    Indebtedness of the Company of the type described in
                    paragraphs (a) and (b) of the definition of Indebtedness);

             (b)    the subordinated debt securities issued by the Company and
                    corresponding preferred securities issued by the financing
                    entity have a maturity of at least 10 years;

             (c)    interest payments on the subordinated debt securities may be
                    deferred at the Company's discretion; and

             (d)    neither the subordinated debt securities nor the
                    corresponding preferred securities contain cross default or
                    cross acceleration provisions to Indebtedness of the Company
                    of the type described in paragraphs (a) and (b) of the
                    definition of Indebtedness.

             PN means a short term promissory note of the Borrower drawn in
             accordance with the Bills of Exchange Act 1909 (Cth), issued under
             the I&P Agreement.

             PROGRAMME MANAGER means National Australia Bank Limited in its
             capacity as Programme Manager under the Dealership Agreement.

             RECEIVABLES means any right of payment from or on behalf of any
             obligor, whether constituting an account, chattel paper,
             instrument, general intangible or otherwise, arising from the
             financing by the Company or any of its Subsidiaries of property or
             services, and money due thereunder, security interests in the
             property and services financed thereby and any and all other
             related rights.

             RECEIVABLES RELATED ASSETS means in connection with any
             securitisation or other asset-backed financing of, or other sale,
             transfer or disposition of, Receivables:

             (a)    all rights arising under documentation governing or relating
                    to those Receivables (including rights in respect of Liens
                    securing those Receivables and other credit support in
                    respect of those Receivables);

             (b)    any proceeds of those Receivables and any locked boxes or
                    accounts in which those proceeds are deposited;

             (c)    spread accounts and other similar accounts (and any amounts
                    on deposit in them) established in connection with that
                    securitisation or asset-backed financing; and

             (d)    any warranty, indemnity, dilution and other intercompany
                    claim arising out of the documentation evidencing that
                    securitisation or asset-backed financing.

             REQUIREMENT OF LAW means, in relation to any person, the
             certificate of incorporation and by-laws or other organisational or
             governing documents of that person, and any law, treaty, rule,
             guideline or regulation or determination of an arbitrator or a
             court or other Governmental Agency, in each case applicable to or
             binding on that person or any of its material property or to which
             that person or any of its material property is subject.
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             RESTRICTED SUBSIDIARY means each Subsidiary of the Company other
             than Securitisation Subsidiaries and Subsidiaries of Securitisation
             Subsidiaries.

             SECURED MONEY means all money which the Borrower (whether alone or
             with another person) is or at any time may become actually or
             contingently liable to pay to or for the account of an Indemnified
             Party (whether alone or with another person) for any reason
             whatever under or in connection with any Transaction Document.

             It includes, without limitation, money by way of principal,
             interest, fees, costs, guarantee, indemnities, charges, duties or
             expenses or payment of liquidated or unliquidated damages under or
             in connection with any Transaction Document or as a result of a
             breach of or default under or in connection with any Transaction
             Document.

             Where the Borrower would have been liable but for its Liquidation,
             it will be taken still to be liable.

             SECURITISATION SUBSIDIARY means a Subsidiary of the Company which
             is formed for the purpose of effecting one or more securitisation
             transactions and engaging in other activities reasonably related to
             them and none of whose indebtedness or any other obligations:

             (a)    are guaranteed by the Company or any Restricted Subsidiary;
                    or

             (b)    subjects any property or assets of the Company or any
                    Restricted Subsidiary, directly or indirectly, contingently
                    or otherwise, to any lien, other than pursuant to
                    representations, warranties and covenants (including those
                    related to servicing) entered into in the ordinary course of
                    business in connection with a securitisation transaction and
                    intercompany notes and other forms of capital or credit
                    support relating to the transfer or sale of Receivables or
                    asset-backed securities to that Securitisation Subsidiary
                    and customarily necessary or desirable in connection with
                    such transactions.

             SPECIAL PURPOSE SUBSIDIARY means any wholly owned Subsidiary of the
             Company (other than Case Credit Canada and the Borrower) which is:

             (a)    formed for the purpose of effecting a securitisation or
                    other asset-backed financing of Receivables and engaging in
                    other activities reasonably related to that; and

             (b)    structured as a BANKRUPTCY-REMOTE SUBSIDIARY in accordance
                    with customary practices in the asset-backed securitisation
                    market.

             SUBSIDIARY in relation to any person, means a corporation,
             partnership or other entity of which shares or stock or other
             ownership interests having ordinary voting power (other than stock
             or ownership interests which have such power only by reason of the
             happening of a contingency) to elect a majority of the board of
             directors or other managers of that corporation, partnership or
             other entity are at the time owned, or the management of which is
             otherwise controlled (directly or indirectly through one or more
             intermediaries, or both), by such person.

             THRESHOLD AMOUNT means US$60,000,000.

             TRANSACTION DOCUMENT means this Deed, the Bill Facility Agreement,
             any PN, any MTN, any Bill, the Dealership Agreement, the I&P
             Agreement, the MTN Deed or a document or agreement entered into or
             provided under, or for the purpose of amending, any of the above.

     1.2     DETERMINATION OF AMOUNT OF GUARANTEE OBLIGATION
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             The amount of any Guarantee Obligation of any GUARANTEEING PERSON
             will be taken to be the lower of:

             (a)    an amount equal to the stated or determinable amount of the
                    PRIMARY OBLIGATION in respect of which the Guarantee
                    Obligation is made; and

             (b)    the maximum amount for which the guaranteeing person may be
                    liable under the terms of the instrument embodying the
                    Guarantee Obligation,

             unless the primary obligation and the maximum amount for which the
             guaranteeing person may be liable are not stated or determinable,
             in which case the amount of the Guarantee Obligation will be the
             guaranteeing person's maximum reasonably anticipated liability in
             respect of it as determined by the Company in good faith.

             In this clause, words in italics have the meaning given in the
             definition of Guarantee Obligation.

     1.3     BENEFIT OF DEED

             (a)    This Deed is a deed poll given for the several benefit of
                    all Indemnified Parties from time to time. Each Indemnified
                    Party and any person claiming through an Indemnified Party
                    has the benefit of this Deed even though it is not a party
                    to, or is not in existence at the time of execution and
                    delivery of, this Deed.

             (b)    Subject to the Transaction Documents, each Indemnified Party
                    may separately enforce its rights under this Deed
                    independently of each other Indemnified Party. Nothing done
                    or omitted to be done in relation to this Deed by any
                    Indemnified Party in any way affects any other Indemnified
                    Party.

             (c)    The rights and remedies of the Lenders under this Deed are
                    also vested in, and may be exercised by, the Agent. Without
                    limitation, the Agent may make demands on behalf of the
                    Lenders.

     1.4     INTERPRETATION

             Headings are for convenience only and do not affect interpretation.
             The following rules apply unless the context requires otherwise.

             (a)    The singular includes the plural and the converse.

             (b)    A gender includes all genders.

             (c)    Where a word or phrase is defined, its other grammatical
                    forms have a corresponding meaning.

             (d)    A reference to a person, corporation, trust, partnership,
                    unincorporated body or other entity includes any of them.

             (e)    A reference to a clause, annexure or schedule is a reference
                    to a clause of, or annexure or schedule to, this Deed.
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             (f)    A reference to an Indemnified Party or a party to another
                    agreement or document includes the party's successors and
                    permitted substitutes or assigns.

             (g)    A reference to legislation or to a provision of legislation
                    includes a modification or re-enactment of it, a legislative
                    provision substituted for it and a regulation or statutory
                    instrument issued under it.

             (h)    A reference to WRITING includes a facsimile transmission and
                    any means of reproducing words in a tangible and permanently
                    visible form.

             (i)    A reference to CONDUCT includes an omission, statement or
                    undertaking, whether or not in writing.

             (j)    Mentioning anything after INCLUDE, INCLUDES or INCLUDING
                    does not limit what else might be included.

     1.5     CONSENT OF MTN HOLDERS

             A reference to CONSENT of the MTN Holders to any act, matter or
             thing is a reference to:

             (a)    consent of the MTN Holders by Extraordinary Resolution; or

             (b)    if Standard & Poors have unconditionally confirmed in
                    writing to the Programme Manager that the relevant act,
                    matter or thing can be done without effecting the ratings
                    outlook of the MTNs, then consent of the MTN Holders by
                    Ordinary Resolution.

     2.      GUARANTEE

     2.1     GUARANTEE

             The Company unconditionally and irrevocably guarantees the due and
             punctual payment of the Secured Money. The Company enters into this
             Deed for valuable consideration which includes the Indemnified
             Parties entering into the Transaction Documents at its request.

     2.2     PAYMENT

             (a)    Within 3 Business Days of demand made from time to time by
                    any Indemnified Party on or after expiry of any relevant
                    grace period applicable to the Borrower, the Company shall
                    pay to that Indemnified Party an amount equal to its Secured
                    Money then due and payable in the same manner and currency
                    as the Borrower is required to pay that Secured Money under
                    the relevant Transaction Document (or would have been but
                    for its Liquidation).

             (b)    An Indemnified Party may make multiple demands. A demand
                    need only specify the amount owing. It need not specify the
                    basis of calculation of that amount.

     2.3     NO DEDUCTION

             (a)    The Company will make all payments under this Deed without
                    set-off or counter claim and without deduction, except any
                    compulsory deduction for tax.
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             (b)    If the Company is obliged to make a deduction in respect of
                    any tax from any payment to be made for the account of any
                    Indemnified Party under this Deed:

                    (i)    it shall promptly pay the amount deducted to the
                           appropriate Governmental Agency; and

                    (ii)   it shall pay the Indemnified Party on the due date of
                           the payment any additional amounts necessary to
                           ensure that the Indemnified Party receives when due a
                           net amount (after payment of any tax in respect of
                           those additional amounts) in Australian dollars equal
                           to the full amount which it would have received had a
                           deduction not been made.

             (c)    The obligations of the Company under this clause survive the
                    repayment of the Secured Money and the termination of this
                    Deed.

     2.4     CURRENCY INDEMNITY

             The Company shall indemnify each Indemnified Party on demand
             against any deficiency which arises whenever for any reason
             (including as a result of a judgment or order or Liquidation but
             excluding default of any Indemnified Party):

             (a)    that Indemnified Party receives or recovers an amount due
                    from the Company in a currency (the PAYMENT CURRENCY) other
                    than Australian dollars; and

             (b)    the amount actually received or recovered by that
                    Indemnified Party when, in accordance with its normal
                    practices, it converts the Payment Currency into Australian
                    dollars is less than the relevant amount of Australian
                    dollars due.

     2.5     UNCONDITIONAL NATURE OF OBLIGATION

             Neither this Deed nor the obligations of the Company under this
             Deed will be affected by anything which but for this provision
             might operate to release, prejudicially affect or discharge them or
             in any way relieve the Company from any obligation. This includes
             the following:

             (a)    the grant to any person of any time, waiver or other
                    indulgence, or the discharge or release of any person;

             (b)    any transaction or arrangement that may take place between
                    any Indemnified Party and any person;

             (c)    the Liquidation of any person;

             (d)    any Indemnified Party becoming a party to or bound by any
                    compromise, moratorium, assignment of property, scheme of
                    arrangement, composition of debts or scheme of
                    reconstruction by or relating to any person;

             (e)    any Indemnified Party exercising or delaying or refraining
                    from exercising or enforcing any document or agreement or
                    any right, power or remedy conferred on it by law or by any
                    document or agreement;

             (f)    all or any part of any document or agreement held by any
                    Indemnified Party at any time or of any right, obligation,
                    power or remedy changing, ceasing or being transferred (this
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                    includes amendment, variation, novation, replacement,
                    rescission, invalidity, extinguishment, repudiation,
                    avoidance, unenforceability, frustration, failure, expiry,
                    termination, loss, release, discharge, abandonment or
                    assignment);

             (g)    the taking or perfection of any document or agreement or
                    failure to take or perfect any document or agreement;

             (h)    the failure by any person or any Indemnified Party to notify
                    the Company of any default by any person under any document
                    or agreement;

             (i)    any Indemnified Party obtaining a judgment against any
                    person for the payment of any Secured Money;

             (j)    any legal limitation, disability, incapacity or other
                    circumstance relating to any person;

             (k)    any change in any circumstance (including in the members or
                    constitution of any person);

             (l)    any document or agreement is not executed by any person, or
                    is not valid or binding on any person; or

             (m)    any increase in the Secured Money for any reason (including
                    as a result of anything referred to above),

             whether with or without the consent of the Company. None of the
             above paragraphs limits the generality of any other. A reference to
             ANY PERSON includes the Borrower. A reference to ANY DOCUMENT OR
             AGREEMENT includes this Deed or any other Transaction Document.

     2.6     PRINCIPAL AND INDEPENDENT OBLIGATION

             This clause is a principal obligation and shall not be treated as
             ancillary or collateral to any other right or obligation. The
             Company waives any requirement for demand on or notice to the
             Borrower.

     2.7     NO MARSHALLING

             No Indemnified Party is obliged to marshal or appropriate in favour
             of the Company or to exercise, apply or recover any Lien or
             guarantee (including any Transaction Document) now or in the future
             held by it or any of the funds or assets that it may be entitled to
             receive or have a claim on.

     2.8     NO COMPETITION

             Until the Secured Money has been irrevocably paid and discharged in
             full the Company shall not:

             (a)    be subrogated to any Indemnified Party or claim the benefit
                    of any Lien or guarantee now or in the future held by any
                    Indemnified Party for the payment of all or part of the
                    Secured Money;

             (b)    either directly or indirectly to prove in, claim or receive
                    the benefit of any distribution, dividend or payment arising
                    out of or relating to the Liquidation of the Borrower; or
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             (c)    unless otherwise required by an Indemnified Party, have or
                    claim any right of contribution or indemnity from the
                    Borrower or any other person who gives a guarantee or Lien
                    in respect of any Secured Money.

             The receipt of any distribution, dividend or other payment by an
             Indemnified Party out of or relating to that Liquidation will not
             prejudice the right of any Indemnified Party to recover the Secured
             Money by enforcement of this Deed.

     2.9     SUSPENSE ACCOUNT

             In the event of the Liquidation of the Borrower, the Company
             authorises each Indemnified Party:

             (a)    to prove for all moneys which the Company has paid under
                    this Deed for the account of the Indemnified Party; and

             (b)    to retain and to carry to a suspense account and to
                    appropriate at the discretion of the Indemnified Party any
                    dividends received in the Liquidation of the Borrower and
                    all other moneys received in respect of the Secured Money
                    (including those received under this clause),

             until the Indemnified Party has been paid in full in respect of the
             Secured Money.

     2.10    RESCISSION OF PAYMENT

             Whenever any of the following occurs for any reason (including
             under any law relating to Liquidation, fiduciary obligations or the
             protection of creditors):

             (a)    all or part of any transaction of any nature (including any
                    payment or transfer) made during the term of this Deed which
                    affects or relates in any way to the Secured Money is void,
                    set aside or voidable;

             (b)    any claim that anything contemplated by paragraph (a) is so
                    is upheld, conceded or compromised; or

             (c)    any Indemnified Party is required to return or repay any
                    money or asset received by it under any such transaction or
                    the equivalent in value of that money or asset,

             each Indemnified Party will immediately become entitled against the
             Company to all rights in respect of the Secured Money which it
             would have had if all or the relevant part of the transaction or
             receipt had not taken place. The Company shall indemnify each
             Indemnified Party on demand against any resulting loss, cost or
             expense. This clause continues after this Deed is discharged.

     2.11    INDEMNITY

             If any Secured Money (including moneys which would have been
             Secured Money if they were recoverable) is not recoverable from the
             Borrower for any reason the Company shall indemnify each
             Indemnified Party and shall pay that money to the relevant
             Indemnified Party within 3 Business Days of demand made from time
             to time by the Indemnified Party. The reason may include any legal
             limitation, disability, incapacity or thing affecting the Borrower.

             This applies whether or not:
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      (a)   any transaction relating to the Secured Money was void or illegal or
            has been subsequently avoided; or

      (b)   any matter or fact relating to that transaction was or ought to have
            been within the knowledge of any Indemnified Party.

2.12  CONTINUING GUARANTEE AND INDEMNITY

      This clause:

      (a)   is a continuing guarantee and indemnity;

      (b)   will not be taken to be wholly or partially discharged by the
            payment at any time of any Secured Money or by any settlement of
            account or other matter or thing; and

      (c)   remains in full force until the Secured Money has been paid in full
            and the Company has completely performed its obligations under this
            Deed.

2.13  VARIATIONS

      This clause covers the Secured Money as varied from time to time including
      as a result of:

      (a)   any amendment to, or waiver under, any Transaction Document; or

      (b)   the provision of further accommodation to the Borrower,

      and whether or not with the consent of or notice to the Company. This does
      not limit any other provision.

2.14  JUDGMENT

      A judgment obtained against the Borrower will be conclusive against the
      Company.

2.15  CONDITIONS PRECEDENT

      Any condition or condition precedent to the provision of financial
      accommodation is for the benefit of the Indemnified Parties and not the
      Company. Any waiver of or failure to satisfy such a condition or condition
      precedent will be disregarded in determining whether an amount is part of
      the Secured Money.

3.    EXPENSES

      (a)   The Company shall indemnify each Indemnified Party on demand against
            any liability, loss, cost or expense (including legal costs on a
            full indemnity basis) the Indemnified Party incurs in or as a result
            of the actual or contemplated enforcement of this Deed.

      (b)   The Company shall have no obligation under this clause to the extent
            that any liability, loss or expense arises solely from:

            (i)    the gross negligence or wilful misconduct of the Indemnified
                   Party (or any of its directors, officers, employees, agents,
                   affiliates or successors); or
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            (ii)   legal proceedings commenced against the Indemnified Party by
                   any security holder or creditor of the Indemnified Party
                   arising out of and based upon rights afforded any such
                   security holder or creditor solely in its capacity as such.

4.    DEFAULT INTEREST

      Interest will accrue each day on each amount which is due but unpaid under
      or in respect of this Deed, both before and after judgment. The Company
      will pay it on demand. The rate will be 1.5% per annum plus the Reuters
      BBSY bid rate for consecutive funding periods of one month, or if there is
      none, the rate reasonably selected by the Indemnified Party as equivalent.

5.    SET OFF

      (a)    Each Indemnified Party may apply any credit balance in any currency
             (whether or not matured) in any accounts of the Company with the
             Indemnified Party towards satisfaction of any sum then due and
             payable by the Company to the Indemnified Party under or in
             relation to this Deed. An Indemnified Party need not make the
             application.

      (b)    An Indemnified Party may exchange currencies to make that
             application.

      (c)    The Indemnified Party shall notify the Company as soon as
             reasonably practicable of any set-off and application under this
             clause.

6.    REPRESENTATIONS AND WARRANTIES

6.1   REPRESENTATIONS AND WARRANTIES

      The Company makes the following representations and warranties.

      (a)    (FINANCIAL CONDITION) The most recent balance sheet of the Group
             fairly presents in all material respects and in conformity with
             GAAP the financial position of the Group as at the date to which it
             relates. There has been no subsequent development or event which
             has had, or would be reasonably expected to have, a Material
             Adverse Effect.

      (b)    (STATUS) The Company and each Subsidiary of the Company is duly
             incorporated or organised and is validly existing as a corporation
             or other legal entity in good standing in the jurisdiction of its
             incorporation or organisation.

      (c)    (POWER) The Company and each of its Subsidiaries has the corporate
             or other power and authority to own, lease and operate its
             properties and to conduct the business in which it is currently
             engaged. Each of them is duly qualified to transact business as a
             foreign corporation or other legal entity and is in good standing
             or otherwise appropriately qualified in each jurisdiction where its
             ownership, leasing or operation of property or the conduct of its
             business requires such qualification, except to the extent that any
             failure to be so qualified and in good standing would not be
             reasonably expected to have a Material Adverse Effect.

      (d)    (COMPLIANCE) The Company and each of its Subsidiaries is in
             compliance with all applicable Requirements of Law except to the
             extent that failure to comply would not, in the aggregate, be
             reasonably expected to have a Material Adverse Effect.
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      (e)    (CORPORATE AUTHORISATIONS) Each of the Company and the Borrower has
             the power to enter into and perform its obligations under the
             Transaction Documents to which it is expressed to be a party and
             has taken all necessary corporate action to authorise the entry
             into and performance of those documents and to carry out the
             transactions contemplated by them. No consent or authorisation of,
             filing with, notice to or other act by or in respect of any
             Governmental Agency or any other person is required to be obtained
             or made by or on behalf of the Company or the Borrower in
             connection with the execution, delivery, performance, validity or
             enforceability of those Transaction Documents.

      (f)    (DOCUMENTS BINDING) Each Transaction Document to which the Borrower
             or the Company is expressed to be a party is a valid and binding
             obligation of that entity enforceable against it in accordance with
             its terms, subject to any necessary stamping and registration and
             to applicable bankruptcy, insolvency, reorganisation, moratorium or
             similar laws affecting the enforcement of creditors' rights
             generally and to general equitable principles.

      (g)    (NO LEGAL BAR) The execution, delivery and performance of the
             Transaction Documents by the Company or the Borrower did not and
             will not:

             (i)    result in, or require, the creation or imposition of any
                    Lien on any of the Company's or the Borrower's assets or
                    property pursuant to any Requirement of Law or Contractual
                    Obligation; or

             (ii)   violate any Contractual Obligation or any Requirement of Law
                    applicable to the Borrower or the Company in any respect
                    that would reasonably be expected to have a Material Adverse
                    Effect.

      (h)    (NO MATERIAL LITIGATION) No litigation, arbitration, tax claim,
             dispute or administrative or other proceeding is current or pending
             or, to its best knowledge, threatened, which would be reasonably
             expected to have a Material Adverse Effect.

      (i)    (NO DEFAULT) Neither the Company nor any of its Subsidiaries is in
             default under any of its Contractual Obligations in a respect which
             would be reasonably expected to have a Material Adverse Effect. No
             Event of Default has occurred and is continuing.

      (j)    (TAXES) All United States federal income tax returns and all other
             material tax returns which are required to be filed by or with
             respect to the Company or any of its Subsidiaries have been filed,
             and all taxes and assessments due and payable by any of them (or
             for which they could be liable) have been paid, other than:

             (i)    those which are not yet delinquent;

             (ii)   those which, if not paid, would not be reasonably expected
                    to have a Material Adverse Effect; and

             (iii)  those which are currently being contested in good faith by
                    appropriate proceedings diligently conducted and with
                    respect to which reserves in conformity with GAAP have been
                    provided for in the accounts of the relevant entity.
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             No material tax Lien (except those permitted by clause 8.2) has
             been filed with respect to any such tax, fee or other charge.

      (k)    (INVESTMENT COMPANY ACT) The Company is not an INVESTMENT COMPANY,
             or a company CONTROLLED by an INVESTMENT COMPANY, within the
             meaning of the Investment Company Act of 1940. The Company is not
             subject to regulation under any United States (Federal or State) or
             other Requirement of Law which limits its ability to incur
             indebtedness under this Deed.

6.2   RELIANCE ON REPRESENTATIONS AND WARRANTIES

      The Company acknowledges that each Indemnified Party will enter into the
      Transaction Documents in reliance on the representations and warranties in
      this clause.

7.    AFFIRMATIVE COVENANTS

      The Company undertakes to each Indemnified Party as follows, except to the
      extent that the Agent and the MTN Holders consent.

7.1   FINANCIAL STATEMENTS

      The Company will deliver to the Agent (with a copy for each Lender) and
      the Programme Manager (with a copy for each Dealer):

      (a)    as soon as practicable (but in event within 120 days) after the end
             of each fiscal year of the Company, a copy of the consolidated
             balance sheet of the Group as at the end of that year and the
             related consolidated statements of income and retained earnings and
             of cash flows for that year, setting out in each case in
             comparative form the figures for the previous year, reported on in
             accordance with clause 7.2(a); and

      (b)    as soon as practicable (but in any event within 60 days) after the
             end of each of the first 3 quarterly periods of each fiscal year of
             the Company, the unaudited consolidated balance sheet of the Group
             as at the end of that quarter and the related unaudited
             consolidated statements of income and retained earnings and of cash
             flows for that quarter and for the portion of the fiscal year
             through to the end of that quarter, setting out in comparative form
             the figures for the previous year, certified by an Authorised
             Officer of the Company as being fairly stated in all material
             respects (subject to normal year-end audit adjustments).

      All those financial statements must be complete and correct in all
      material respects and must be prepared in reasonable detail and in
      accordance with GAAP applied consistently throughout the periods reflected
      in them and with prior periods (except as approved by the reporting
      accountants or Authorised Officer, as applicable, and disclosed in them).

7.2   CERTIFICATES AND OTHER INFORMATION

      The Company will deliver to the Agent (with a copy for each Lender) and
      the Programme Manager (with a copy for each Dealer):

      (a)    concurrently with the delivery of the financial statements referred
             to in clause 7.1(a), a certificate of independent certified public
             accountants of nationally recognised standing selected by the
             Company:
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             (i)    reporting on those financial statements without a GOING
                    CONCERN or like qualification or exception or qualification
                    arising out of the scope of the audit; and

             (ii)   stating that, after making the examination necessary for the
                    report, no knowledge was obtained of any Event of Default,
                    except as specified in the certificate;

      (b)    concurrently with the delivery of the financial statements referred
             to in clauses 7.1(a) and 7.1(b), a certificate of an Authorised
             Officer of the Company which:

             (i)    states that during the period covered by those financial
                    statements, the Company has, to the best of that person's
                    knowledge, observed or performed all its covenants and other
                    agreements under this Deed, and that the Authorised Officer
                    has no knowledge of any Event of Default except as specified
                    in the certificate; and

             (ii)   sets out in reasonable detail the calculations required to
                    determine compliance with clause 8.1;

      (c)    no later than 30 days after they are filed with the Securities and
             Exchange Commission or any successor or analogous Governmental
             Agency, final copies of all financial statements and material
             reports which the Company may make to, or file with those entities
             and final copies of all filings made by the Company with those
             entities in connection with the sale of indebtedness of the Company
             to the public or in connection with any asset-backed receivables
             transaction entered into by the Company or its Subsidiaries
             (including registration statements and prospectuses and amendments
             to them); and

      (d)    promptly, such additional financial and other information as the
             Agent or the Programme Manager may from time to time reasonably
             request.

7.3   PAYMENT OF OBLIGATIONS

      The Company will pay, discharge or otherwise satisfy at or before maturity
      or before they become delinquent, all its obligations of whatever nature
      except where:

      (a)    the amount or validity of the obligation is currently being
             contested in good faith by appropriate proceedings and reserves in
             conformity with GAAP have been provided in its accounts; or

      (b)    failure to do so could not, in the aggregate, have a Material
             Adverse Effect and would not subject any of its property to a Lien
             not permitted by clause 8.2.

7.4   CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE

      The Company will continue to engage in business of the same general type
      as now conducted by it and preserve, renew and keep in full force its
      corporate existence and take all reasonable action to maintain all rights,
      privileges and franchises necessary or desirable in the normal conduct of
      its business. It will comply with all its Contractual Obligations and
      Requirements of Law except to the 
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      extent that failure to comply could not, in the aggregate, reasonably be
      expected to have a Material Adverse Effect.

7.5   MAINTENANCE OF PROPERTY AND INSURANCE

      The Company will keep all property useful and necessary in its business in
      good working order and condition. It will maintain insurance on all its
      property, with financially sound and reputable insurance companies, for at
      least such amounts and against at least such risks as are usually insured
      against in the same general area by companies engaged in the same or
      similar business (including, in any event, public liability, product
      liability and business interruption insurance).

7.6   INSPECTION OF PROPERTY, BOOKS

      The Company will keep proper books of record and account in which full,
      true and correct entries, in conformity with GAAP and all applicable
      Requirements of Law, will be made of all dealings and transactions in
      relation to its business and activities. It will allow representatives of
      the Agent and the Programme Manager to visit and inspect any of its
      property and examine any of its books and records at any reasonable time
      and with reasonable prior notice and it will allow them to discuss the
      business, operations, property and financial and other condition of the
      Group with its employees, officers and accountants.

7.7   NOTICE

      The Company will promptly (but in any event no later than 3 days, or in
      the case of paragraph (b), 10 days or in the case of paragraph (d), 30
      days, in each case after an Authorised Officer of the Company knows of it)
      give notice to the Agent and the Programme Manager of:

      (a)    the occurrence of any Event of Default;

      (b)    any:

             (i)    default or event of default under any Contractual Obligation
                    of the Company or any of its Subsidiaries; or

             (ii)   litigation, investigation or proceeding which may exist at
                    any time between the Company or any of its Subsidiaries and
                    a Governmental Agency,

             which, in either case, if not cured or if adversely determined, as
             applicable, could have a Material Adverse Effect;

      (c)    any litigation or proceeding affecting the Company or any of its
             Subsidiaries where the amount involved is the Threshold Amount or
             more and not covered by insurance or where injunctive or similar
             relief is sought; and

      (d)    any development or event which has had or could reasonably be
             expected to have a Material Adverse Effect.

      Each notice under this clause shall be accompanied by a statement of an
      Authorised Officer of the Company setting out details of the event
      referred to in it and any remedial action taken or proposed.

7.8   SUBSIDIARIES
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      The Company will ensure that each of its Material Subsidiaries complies
      with clauses 7.3 to 7.7 inclusive as if binding on each of them and as if
      references to IT or THE COMPANY were to the Material Subsidiary.

8.    NEGATIVE COVENANTS

      The Company undertakes to each Indemnified Party as follows, except to the
      extent that the Agent and the MTN Holders consent.

8.1   FINANCIAL CONDITION, RATIOS

      (a)    The Company will ensure that the ratio of Case Credit Debt to
             Consolidated Net Worth of the Company is never greater than 8.00 to
             1.00.

      (b)    The Company will ensure that the Fixed Charge Ratio for any period
             of four consecutive fiscal quarters ending on the last day of any
             fiscal quarter of the Company is never less than 1.10 to 1.00.

8.2   LIMITATION ON LIENS

      The Company will not, and it will ensure that each of its Subsidiaries
      will not, create, incur, assume or suffer to exist any Lien on any of its
      property, assets or revenue, whether now owned or acquired later, other
      than:

      (a)    Liens for taxes not yet due and payable or which are being
             contested in good faith by appropriate proceedings, provided it has
             set aside adequate reserves in conformity with GAAP;

      (b)    Liens consisting of pledges or deposits in connection with workers'
             compensation, unemployment insurance and other social security
             legislation and deposits securing liability to insurance carriers
             under insurance or self-insurance arrangements;

      (c)    Liens consisting of rights of lessees under leases, easements,
             rights-of-way, restrictions and other similar encumbrances incurred
             in the ordinary course of business which, in the aggregate, are not
             substantial in amount and which do not in any case materially
             detract from the value of the property or materially interfere with
             the ordinary conduct of its business;

      (d)    Liens consisting of deposits to secure the performance of leases
             (other than Financing Leases), statutory obligations, surety and
             appeal bonds and other obligations of a like nature incurred in the
             ordinary course of its business;

      (e)    Liens created by the Company in favour of itself;

      (f)    Liens granted pursuant to any securitisation or other asset-based
             financing of Receivables and Receivables Related Assets, and which
             cover only Receivables and Receivables Related Assets or any
             undivided or beneficial ownership interest in any Receivables or
             Receivables Related Assets;

      (g)    Liens in existence on the date of this Deed and listed in the
             schedule, provided that:
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             (i)    no such Lien is extended to cover any additional property
                    after the date of this Deed (except to the extent required
                    by the terms of the Indebtedness secured by the Lien, or by
                    any other agreement governing the Lien, as those terms are
                    in effect on the date of this Deed);

             (ii)   no such Lien secures any Indebtedness or other obligations
                    other than Indebtedness or obligations secured by it on the
                    date of this Deed and refinancings, refundings, renewals or
                    extensions of that Indebtedness or obligation; and

             (iii)  the amount of Indebtedness or other obligations secured by
                    the Lien is not increased;

      (h)    Liens on assets of Subsidiaries of the Company which become
             Subsidiaries after the date of this Deed or Liens on assets
             acquired by the Company or any of its Subsidiaries after the date
             of this Deed, provided that:

             (i)    the Liens were in existence at the time the Subsidiary
                    became a Subsidiary or at the time the assets were acquired;
                    and

             (ii)   the Liens were not created in contemplation of the
                    transaction pursuant to which the Subsidiary became a
                    Subsidiary or in contemplation of the acquisition of those
                    assets; and

      (i)    in addition to Liens permitted by paragraphs (a) to (h) of this
             clause, Liens on assets of the Company or any of its Subsidiaries
             securing Indebtedness of the Company or such Subsidiary, provided
             that the aggregate principal amount of all Indebtedness secured by
             such Liens, plus the aggregate outstanding amount of all
             Attributable Debt in respect of all sale and leaseback transactions
             to which the Company or any Restricted Subsidiary is a party, does
             not exceed at the time such Liens are granted an amount equal to
             the sum of:

             (i)    US$20,000,000; and

             (ii)   5% of Consolidated Net Tangible Assets of the Group.

             In calculating the amount of Attributable Debt permitted under this
             paragraph, there shall be excluded all Attributable Debt in respect
             of sale and leaseback transactions relating to assets of
             Subsidiaries of the Company which become Subsidiaries after the
             date of this Deed if those transactions were in existence at the
             time the Subsidiary became a Subsidiary and were not created in
             contemplation of the transaction pursuant to which the Subsidiary
             became a Subsidiary.

8.3   LIMITATION ON FUNDAMENTAL CHANGES

      (a)    Subject to paragraph (b), the Company will not enter into any
             merger, consolidation or amalgamation, or liquidate, wind up or
             dissolve itself (or suffer any liquidation or dissolution), or
             convey, sell, lease, assign, transfer or otherwise dispose of, all
             or substantially all of its property, business or assets.

      (b)    An entity may be merged or consolidated with or into the Company
             if:
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             (i)    the Company is the continuing or surviving corporation; or

             (ii)   the Indebtedness under this Deed is assumed by the surviving
                    corporation with the approval of the Agent and the MTN
                    Holders by Extraordinary Resolution.

8.4   LIMITATION ON LINES OF BUSINESS

      The Company will not enter into any business, either directly or through
      any Subsidiary, other than:

      (a)    the financing of Receivables of Case Corporation, its Subsidiaries
             and their dealers and customers;

      (b)    other financial services related to the agricultural and
             construction business; and

      (c)    other business, if the business of the Group taken as a whole is
             limited substantially to the businesses described in paragraphs (a)
             and (b) above.

9.    NO WAIVER

      No failure to exercise a power, and no delay in exercising a power,
      operates as a waiver. Waivers must be in writing.

10.   SEVERABILITY OF PROVISIONS

      Any provision of this Deed which is prohibited or unenforceable in any
      jurisdiction is ineffective as to that jurisdiction to the extent of the
      prohibition or unenforceability. That does not invalidate the remaining
      provisions of this Deed nor affect the validity or enforceability of that
      provision in any other jurisdiction.

11.   SURVIVAL OF REPRESENTATIONS

      All representations and warranties in this Deed survive its execution and
      delivery.

12.   INDEMNITY AND REIMBURSEMENT OBLIGATIONS

      Unless otherwise stated, each indemnity, reimbursement or similar
      obligation in this Deed:

      (a)    is a continuing obligation;

      (b)    is a separate and independent obligation;

      (c)    is payable on demand; and

      (d)    survives termination or discharge of this Deed.

13.   MORATORIUM LEGISLATION

      To the full extent permitted by law all legislation which at any time
      directly or indirectly:

      (a)   lessens, varies or affects in favour of the Company any obligation
            under this Deed; or
<PAGE>
 
                                                                         Page 24

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      (b)   delays, prevents or prejudicially affects the exercise by an
            Indemnified Party of any right, power or remedy conferred by this
            Deed,

      is excluded from this Deed.

14.   ACKNOWLEDGMENT BY COMPANY

      The Company confirms that:

      (a)    it has not entered into this Deed in reliance on, or as a result
             of, any statement or conduct of any kind of or on behalf of any
             Indemnified Party (including, without limitation, any advice,
             warranty, representation or undertaking); and

      (b)    no Indemnified Party is obliged to do anything (including, without
             limitation, disclose anything or give advice), except as expressly
             set out in the Transaction Documents or in writing duly signed by
             or on behalf of that Indemnified Party.

15.   GOVERNING LAW

      This Deed is governed by the laws of New South Wales.

16.   JURISDICTION

16.1  JURISDICTION

      With respect to any legal action or proceedings which may be brought at
      any time with respect to this Deed (each a RELEVANT ACTION) the Company
      irrevocably:

      (a)    submits to and accepts, for itself and in respect of its assets,
             generally and unconditionally the non-exclusive jurisdiction of all
             courts exercising jurisdiction in New South Wales; and

      (b)    waives any present or future objection to the venue and any present
             or future claim that the Relevant Action, if brought in New South
             Wales, has been brought in an inconvenient forum.

16.2  PROCESS AGENTS

      (a)    The Company irrevocably:

             (i)    nominates the Borrower as its agent to receive service of
                    process or other documents in any Relevant Action; and

             (ii)   agrees that service on that agent or any other person
                    appointed under paragraph (b) will be sufficient service on
                    it.

      (b)    The Company shall ensure that the process agent remains authorised
             to accept service on its behalf. If any process agent ceases to
             have an office in the place specified, the Company shall ensure
             that at all times there is another person in that place to receive
             process on its behalf. It shall promptly notify the Agent and the
             Programme Manager of the appointment of that other person.
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17.   COUNTERPARTS

      This Deed may be executed in any number of counterparts. All of
      counterparts together will be taken to constitute the one instrument.
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                                   SCHEDULE

                                EXISTING LIENS
                                (Clause 8.2(g))


                                     None.
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                                                                         Page 27

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EXECUTED as a deed poll.

Each attorney executing this Deed states that he has no notice of revocation or
suspension of his power of attorney.



SIGNED SEALED AND DELIVERED          )
for and on behalf of                 )
CASE CREDIT CORPORATION              )
by its attorney in                   )
the presence of:                     )         /s/ Peter Hong (sgd)
                                               -----------------------
                                               Attorney


                                                   PETER HONG
                                               -----------------------
                                               Print name

/s/ Andrew Mohr (sgd)
------------------------
Witness


    ANDREW MOHR
------------------------
Print name
<PAGE>
 
                                                            CONFORMED COPY


                            CASE CREDIT CORPORATION
                         


                     -------------------------------------

                     DEED OF GUARANTEE AND NEGATIVE PLEDGE
                                     
                     -------------------------------------