<PAGE>

                                                                  CONFORMED COPY
                                                                 NEW SOUTH WALES
                                                              STAMP DUTY PAID $2
--------------------------------------------------------------------------------

                            BILL FACILITY AGREEMENT
                                        
--------------------------------------------------------------------------------

AGREEMENT dated                17 October                   1997 between:

1.    CASE CREDIT AUSTRALIA PTY LIMITED (ACN 069 132 396) incorporated in
      Victoria, with its principal place of business at 31-67 Kurrajong Avenue,
      St Marys, New South Wales (the BORROWER);

2.    EACH BANK OR FINANCIAL INSTITUTION named in the schedule (each, a
      PARTICIPANT); and

3.    NATIONAL AUSTRALIA BANK LIMITED (ACN 004 044 937) of Level 26, 255 George
      Street, Sydney as agent for the Participants (in this capacity, the
      AGENT).

RECITAL

The Borrower and the Guarantor have requested the Agent and the Participants to
provide the Borrower with a bill acceptance and discount facility of an amount
up to A$400,000,000.

IT IS AGREED as follows.

1.    DEFINITIONS AND INTERPRETATION

1.1   DEFINITIONS

      The following definitions apply unless the context requires otherwise.

      ACCOUNTS means profit and loss accounts, balance sheets and cashflow
      statements together with any statements, reports (including any directors'
      and auditors' reports) and notes attached to or intended to be read with
      any of them.

      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.

      ASSOCIATE of an entity means a RELATED PARTY as defined in s243F of the
      Corporations Law.
<PAGE>
 
                                                                          Page 2
--------------------------------------------------------------------------------

      AUTHORISATION includes:

      (a)   any consent, authorisation, registration, filing, lodgement,
            agreement, notarisation, certificate, permission, licence, approval,
            authority or exemption from, by or with a Government Agency; or

      (b)   in relation to anything which will be fully or partly prohibited or
            restricted by law if a Government Agency intervenes or acts in any
            way within a specified period after lodgement, filing, registration
            or notification, the expiry of that period without intervention or
            action.

      AUTHORISED OFFICER means:

      (a)   in respect of the Borrower, any director or secretary of the
            Borrower, the Treasurer of the Guarantor, or any person from time to
            time nominated as an Authorised Officer by the Borrower by a notice
            to the Agent accompanied by certified copies of signatures of all
            new persons so appointed; and

      (b)   in respect of the Agent or a Participant, any person whose title or
            acting title includes the word MANAGER or PRESIDENT or cognate
            expressions, or any secretary or director.

      BBR for a period is:

      (a)   the Reuters screen page BBSY bid rate for that period at about
            10.15am on the first day of that period, or if there is none, the
            rate selected by the Agent as equivalent; or

      (b)   in the case of a Participant's participation in any Same Day
            Segment, that Participant's bank bill rate for that period on the
            first day of that period.

      Rates will be rounded upward if necessary to 3 decimal places.

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

      BUSINESS DAY means a weekday on which banks are open for business in
      Sydney and Melbourne.

      CASE VENDOR FINANCING means financing which is provided by a person other
      than Case Corporation Pty Limited or any of its Subsidiaries or
      Affiliates, to a customer of Case Corporation Pty Limited or of any of its
      Subsidiaries or Affiliates.

      COMMITMENT in relation to a Participant for Tranche A means the amount
      against its name in column 3 of the schedule and for Tranche B means the
      amount against its name in column 4 of the schedule, as reduced or
      cancelled under this Agreement.

      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.

      DRAWDOWN DATE means the date on which any accommodation under this
      Agreement is or is to be drawn.

      DRAWDOWN NOTICE means a notice under clause 5.
<PAGE>
 
                                                                          Page 3
--------------------------------------------------------------------------------

      EVENT OF DEFAULT means any of the events specified in clause 17.1.

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

      FUNDING PERIOD means the term of the Bills comprising a Segment. That
      period commences on the Drawdown Date of that Segment and has a duration
      selected under clause 7.

      GOVERNMENT 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 Borrower and each of its Subsidiaries from time to time.
      GROUP MEMBER means any of them.

      GUARANTEE means any guarantee, indemnity, letter of comfort or other
      assurance against loss. It includes any obligation to be responsible for
      the solvency or financial condition of another party, or for payment of
      Indebtedness of another party, either directly or indirectly (for example,
      by acquiring the Indebtedness).

      GUARANTEE DEED POLL means the guarantee and negative pledge deed poll
      dated on or about the date of this Agreement by the Guarantor in favour
      of, among others, the Indemnified Parties.

      GUARANTEE OBLIGATION in relation to any person (the GUARANTEEING PERSON)
      means, without duplication, 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,

      in either case guaranteeing or in effect guaranteeing any Indebtedness,
      leases, dividends or other obligations (the PRIMARY OBLIGATIONS) of any
      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.
<PAGE>
 
                                                                          Page 4
--------------------------------------------------------------------------------

     It does not include endorsement of instruments for deposit or collection in
     the ordinary course of business or obligations in respect of trade
     liabilities incurred in the ordinary course of business and payable in
     accordance with customary practices.

     Without limiting any Guarantee given in respect of the Secured Money, 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 Borrower in good faith.

     GUARANTOR means Case Credit Corporation, a company incorporated in Delaware
     with its principal office at 233 Lake Street, Racine, Wisconsin, 53403,
     USA.

     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)    the discounted amount of 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 Interest Rate
            Agreements;

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

     (h)    if the person is the Borrower 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.

     Despite the above, Permitted Vendor Financing Obligations do not constitute
     Indebtedness under this definition.
<PAGE>
 
                                                                          Page 5
--------------------------------------------------------------------------------

     INDEMNIFIED PARTY means the Agent or a Participant.

     INTEREST RATE AGREEMENT means any interest rate protection agreement,
     interest rate future, interest rate option, interest rate cap or other
     interest rate hedge arrangement.

     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 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.

     MAJORITY PARTICIPANTS means Participants whose Commitments are two thirds
     or more of the sum of the Commitments.

     MARGIN:

     (a)    in respect of Tranche A, means:

            (ii)   until the first anniversary of the date of this Agreement,
                   0.185% per annum; and

            (iii)  afterwards, the same rate per cent per annum as applies from
                   time to time under paragraph (b);

     (b)    in respect of Tranche B, will vary depending on the long term debt
            rating of the Guarantor by Standard & Poors and Moody's Investors
            Service Pty Ltd and will be the figure which corresponds to the
            relevant long term debt rating below:

            LONG TERM DEBT RATING               MARGIN
            S&P/MOODY'S

            A/A2                                0.155%
            A-/A3                               0.170%               
            BBB+/Baa1                           0.200%               
            BBB/Baa2                            0.250%               
            BBB-/Baa3                           0.275%               
            BB+/Ba                              0.425%               
            BB/Baa2 or lower                    0.575% 

            Where the ratings of those agencies do not coincide, the Margin
            corresponding to the higher of those ratings will apply.

     MARKETABLE SECURITY has the meaning given in the Corporations Law, but also
     includes a document referred to in the exceptions to the definition of
     DEBENTURE in the Corporations Law.

     MATERIAL ADVERSE EFFECT means a material adverse effect on:

     (a)    the business, operations, property or condition (financial or
            otherwise) of the Group;
<PAGE>
 
                                                                          Page 6
--------------------------------------------------------------------------------

     (b)    the ability of the Borrower or the Guarantor to perform its
            obligations under this Agreement or any other Transaction Document;
            or

     (c)    the rights or remedies of the Agent or Participants under the
            Transaction Documents.

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

     PERMITTED SECURITISATION OBLIGATIONS means obligations of the Borrower 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 Borrower 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 the Receivables
            Related Assets (or undivided or beneficial interests in them) which
            are the subject of such securitisation or other asset-backed
            financing,

     then those obligations will not be considered Permitted Securitisation
     Obligations within the meaning of this definition to the extent that, in
     accordance with current accounting practice, the obligations would be
     required to be included as a liability on a consolidated balance sheet of
     the Group.

     PERMITTED VENDOR FINANCING OBLIGATIONS means 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).

     POTENTIAL EVENT OF DEFAULT means anything which with notice, time or both
     would become an Event of Default.

     PRINCIPAL OUTSTANDING means the total principal amount of all outstanding
     Segments.

     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 Borrower or any
     of its Subsidiaries of property or services, and money due under them,
     security interests in the property and services financed by them 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, the collective reference to:
<PAGE>
 
                                                                          Page 7
--------------------------------------------------------------------------------

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

     (b)    any proceeds of the 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.

     RELATED ENTITY means an entity which is related within the meaning of s50
     of the Corporations Law, but as if BODY CORPORATE includes any entity.

     RELEVANT COMPANY means:

     (a)   the Borrower or any of its Subsidiaries; or

     (b)   the Guarantor or another person who gives or creates a Guarantee or
           Lien which secures any Secured Money.

     REPAYMENT DATE means:

     (a)    for Tranche A, the date which is 364 days after the date of this
            Agreement or any later date agreed from time to time in accordance
            with clause 4.4; and

     (b)    for Tranche B, the fifth anniversary of the date of this Agreement.

     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 Government 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.

     REVOLVING CREDIT AGREEMENT means the revolving credit and guarantee
     agreement dated as of 23 August 1996 between the Guarantor as a Borrower,
     The Chase Manhattan Bank as Administrative Agent and the other Borrowers,
     Lenders, Co-Agents and Lead Managers named in it.

     SAME DAY SEGMENT means a Segment of Tranche A which is drawn on a SAME DAY
     BASIS as permitted by clause 5.2.

     SECURED MONEY means all money which the Borrower (whether alone or not) 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 not) for any reason
     whatever under or in connection with a Transaction Document.

     It includes money by way of principal, interest, fees, costs, indemnities,
     charges, duties or expenses or payment of liquidated or unliquidated
     damages under or in connection with a Transaction Document, or as a result
     of a breach of or default under or in connection with a Transaction
     Document.
<PAGE>
 
                                                                          Page 8
--------------------------------------------------------------------------------

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

     SEGMENT means all Bills accepted or to be accepted under this Agreement
     which comprise the same Tranche and have the same date and term and all
     loans taken to be made under clause 10.2 in relation to those Bills.

     SHARE of a Participant, in respect of a Segment, means the proportion of
     that Participant's participation in that Segment to the amount of the
     Segment. That proportion will be determined under clause 3.2.

     SPECIAL PURPOSE SUBSIDIARY means any wholly owned Subsidiary of the
     Borrower which is:

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

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

     SUBSIDIARY has the meaning given in the Corporations Law, but an entity
     will also be taken to be a Subsidiary of an entity if it is controlled by
     that entity (expressions used in this paragraph have the meanings given for
     the purposes of Parts 3.6 and 3.7 of the Corporations Law) and, without
     limitation:

     (a)    a trust may be a Subsidiary, for the purposes of which a unit or
            other beneficial interest will be regarded as a share; and

     (b)    an entity may be a Subsidiary of a trust if it would have been a
            Subsidiary if that trust were a corporation.

     SUPPORT AGREEMENT means the Support Agreement dated 10 January 1996 between
     Case Corporation and the Guarantor.

     TAX means any tax, levy, impost, deduction, charge, rate, duty, compulsory
     loan or withholding which is levied or imposed by a Government Agency, and
     any related interest, penalty, charge, fee or other amount.

     THRESHOLD AMOUNT means US$60,000,000.

     TRANCHE means Tranche A or Tranche B.

     TRANCHE A means financial accommodation provided or to be provided under
     this Agreement which is requested as Tranche A in the relevant Drawdown
     Notice.

     TRANCHE B means financial accommodation provided or to be provided under
     this Agreement which is requested as Tranche B in the relevant Drawdown
     Notice.

     TRANSACTION DOCUMENT means this Agreement, the Guarantee Deed Poll, any
     Bill, any Guarantee or Lien in respect of any of the Secured Money or a
     document or agreement entered into or provided under or in connection with,
     or for the purpose of amending or novating, any of the above. It includes a
     written undertaking by or to a party or its lawyers under or in relation to
     any of the above.
<PAGE>
 
                                                                          Page 9
--------------------------------------------------------------------------------

1.2   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 Agreement.

      (f)   A reference to a party to this Agreement or 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.

      (k)   A reference to DISCOUNTING a Bill includes selling it as agent for
            the Borrower.

      (l)   A reference to an ASSET includes any real or personal, present or
            future, tangible or intangible property or asset (including
            intellectual property) and any right, interest, revenue or benefit
            in, under or derived from the property or asset.

      (m)   All references to TIME are to Sydney time.

      (n)   A reference to an amount for which a person is CONTINGENTLY LIABLE
            includes an amount which that person may become actually or
            contingently liable to pay if a contingency occurs, whether or not
            that liability will actually arise.

1.3   OUTSTANDING BILLS

      A reference to an OUTSTANDING BILL is to a Bill which has been accepted or
      discounted under this Agreement for which the Borrower has not paid the
      face amount or provided cash cover under this Agreement. This applies
      whether or not that Bill has matured, been presented for payment or been
      paid on presentation by the relevant Participant.
<PAGE>
 
                                                                         Page 10
--------------------------------------------------------------------------------

1.4   PRINCIPAL AMOUNT

      A reference to the PRINCIPAL AMOUNT of all or part of a Segment is to the
      sum of the face amount of the Bills comprising that Segment or part.

1.5   DOCUMENT OR AGREEMENT

      A reference to:

      (a)   an AGREEMENT includes a Lien, Guarantee, undertaking, deed,
            agreement or legally enforceable arrangement whether or not in
            writing;  and

      (b)   a DOCUMENT includes an agreement (as so defined) in writing or a
            certificate, notice, instrument or document.

      A reference to a specific agreement or document includes it as amended,
      novated, supplemented or replaced from time to time, except to the extent
      prohibited by this Agreement.

1.6   DETERMINATION, STATEMENT AND CERTIFICATE

      Except where otherwise provided in this Agreement any determination,
      statement or certificate by the Agent or an Authorised Officer of the
      Agent provided for in this Agreement is sufficient evidence unless proven
      wrong.

1.7   CURRENT ACCOUNTING PRACTICE

      A reference to CURRENT ACCOUNTING PRACTICE is to accounting principles and
      practices applying by law or otherwise generally accepted in Australia,
      consistently applied.

1.8   FAILURE TO NOTIFY

      Unless otherwise provided in this Agreement, failure by the Agent to give
      notice of anything to the Borrower or a Participant will not affect the
      obligations of the Borrower in any way.

2.    PURPOSE

      The Borrower shall use the net proceeds of all accommodation provided
      under this Agreement:

      (a)    to refinance its existing indebtedness;

      (b)    to provide liquidity support for the $1,000,000,000 promissory note
             and medium term note programme established for the Borrower under a
             dealership agreement dated on or about the date of this Agreement;
             and

      (c)    for its general corporate purposes,

      but for no other purpose.
<PAGE>
 
                                                                         Page 11
--------------------------------------------------------------------------------

3.    COMMITMENT

3.1   COMMITMENTS

      (a)   Subject to this Agreement each Participant agrees with the Borrower
            to accept and discount bills comprising its participation in each
            Segment.

      (b)   A Participant is not obliged to make, accept or discount Bills if as
            a result the total face amount of its participation in all
            outstanding Segments of a Tranche would exceed its Commitment for
            that Tranche.

3.2   ALLOCATION AMONG PARTICIPANTS

      (a)   Subject to this clause, the Participants shall participate in each
            Segment of a Tranche ratably according to their respective
            Commitments for that Tranche.

      (b)   Subject to paragraph (d), the Borrower may request any Participant
            to provide more than its ratable share of any Segment of Tranche A.
            Without limitation, it may request any Participant to provide the
            whole of that Segment. The Participant may, but is not obliged, to
            do so.

      (c)   If agreement is reached between the Borrower and a Participant
            under paragraph (b) they shall confirm it in writing and the
            Borrower shall promptly notify the Agent. A copy of that agreement
            must be attached to the Drawdown Notice for the Segment.

      (d)   No Participant is obliged to participate in a Segment of Tranche A
            for an amount less than its ratable share determined in accordance
            with paragraph (a).

      (e)   If a disproportionate drawing is made under paragraph (b) the
            Borrower will use its best endeavours to request further drawings
            so that the overall participation of each Participant in Tranche A
            accords with paragraph (a).

3.3   OBLIGATIONS SEVERAL

      The obligations and rights of each Participant under this Agreement are
      several and:

      (a)   failure of a Participant to carry out its obligations will not
            relieve any other Participant of its obligations;

      (b)   no Participant is responsible for the obligations of any other
            Participant or the Agent; and

      (c)   subject to the provisions of the Transaction Documents each
            Participant may separately enforce its rights under any Transaction
            Document.

3.4   ENFORCEMENT THROUGH AGENT

      Each Participant acknowledges that the rights and remedies of the
      Participants under the Transaction Documents are also vested in the Agent,
      and a Participant may not:
<PAGE>
 
                                                                         Page 12
--------------------------------------------------------------------------------

      (a)    exercise those rights and remedies unless the Agent has failed to
             exercise those rights and remedies within a reasonable time after
             the Majority Participants have instructed it to do so; or

      (b)    take any proceedings for the Liquidation of the Borrower, unless
             the Agent has given a notice under clause 17.2(a).

4.    CANCELLATION OF COMMITMENTS - REDUCTION OF PRINCIPAL
      OUTSTANDING

4.1   REPAYMENT DATES

      The Commitments for Tranche A and Tranche B will be cancelled
      automatically on the Repayment Date for the respective Tranches.

4.2   REDUCTION OF PRINCIPAL OUTSTANDING

      The Borrower shall reduce the Principal Outstanding to the extent
      necessary to ensure that it does not exceed at any time the sum of the
      Commitments.

4.3   VOLUNTARY EARLY CANCELLATION

      (a)   Subject to this clause, the Borrower may cancel all or part of the
            Commitments, whether for Tranche A or Tranche B or both at the same
            time, by giving at least 30 days' notice to the Agent.  That notice
            is irrevocable.

      (b)   The relevant amount of the Commitments are cancelled automatically
            on expiry of that notice.

      (c)   Partial cancellations must be in multiples of A$20,000,000 or any
            other amount approved by the Agent.

      (d)   Cancellations affecting utilised Commitments under this clause may
            only be made on the last day of the Funding Period of Segments of a
            total principal amount equal to the cancelled utilised Commitments.

4.4   EXTENSION OF TRANCHE A REPAYMENT DATE

      (a)    The Borrower may request an extension of the Repayment Date for
             Tranche A by a period of 364 days.

      (b)    If the Borrower wishes to make a request under paragraph (a) it
             must give the Agent notice of that request not less than 30 days
             and not more than 60 days before the Repayment Date.

      (c)    If the Participants:

             (i)    approve the requested extension, then the Repayment Date for
                    Tranche A will be considered to have been extended by a
                    period of 364 days; or

             (ii)   do not approve the requested extension, then the Repayment
                    Date for Tranche A will remain unchanged.
<PAGE>
 
                                                                         Page 13
--------------------------------------------------------------------------------

      (d)    The Borrower may make requests under paragraph (a) in relation to
             successive Repayment Dates but may not make more than one request
             in relation to any particular Repayment Date.

4.5   APPLICATION AGAINST COMMITMENTS

      Unless the Borrower specifies otherwise, cancellations under this clause
      will be applied first against undrawn Commitments and then against
      utilised Commitments.

4.6   ALLOCATION AMONG PARTICIPANTS
      Cancellations and reductions of Commitments and the Principal Outstanding
      under this clause in respect of a Tranche will be applied ratably among
      the Participants according to their applicable Commitments and
      participations in the Principal Outstanding.

4.7   NOTIFICATION

      The Agent shall notify each Participant promptly of any notice received by
      it under this clause and of the amount of that Participant's Commitment
      which is cancelled or reduced.

5.    DRAWDOWN NOTICES

5.1   WHEN NOTICE TO BE GIVEN

      (a)    To make a drawing the Borrower shall give to the Agent an
             irrevocable Drawdown Notice substantially in the form of annexure
             A, complying with clause 3.2(c) (to the extent it applies) and
             specifying among other things whether the Segment belongs to
             Tranche A or Tranche B and the amount and Funding Period of each
             Segment. 

      (b)    Subject to clause 5.2, that Drawdown Notice must be received by the
             Agent by 10.30am 2 Business Days before the proposed Drawdown Date
             (which must be a Business Day).

5.2   FUNDS DRAWN ON SAME DAY BASIS

      (a)    Subject to this Agreement, the Borrower may request any Segment of
             Tranche A on a SAME DAY BASIS. In that case the Drawdown Notice
             must specify that the Segment is drawn on that basis and must be
             received by the Agent by 2pm on the proposed Drawdown Date (which
             must be a Business Day).

      (b)    The total principal amount of all outstanding Same Day Segments
             must not exceed at any time A$50,000,000.

5.3   NOTIFICATION OF PARTICIPANTS

      The Agent shall notify each Participant promptly of the contents of each
      Drawdown Notice and the amount of each Participant's Share of each Segment
      requested.

6.    PRINCIPAL AMOUNT OF SEGMENTS
<PAGE>
 
                                                                         Page 14
--------------------------------------------------------------------------------

      The Borrower shall ensure that the principal amount of each Segment is a
      minimum of A$10,000,000 and a whole multiple of A$1,000,000 or the sum of
      the undrawn Commitments for the relevant Tranche, unless the Agent agrees
      otherwise.

7.    SELECTION OF FUNDING PERIODS

      (a)   Subject to this clause, the Borrower may only select Funding Periods
            of 1, 2, 3 and 6 months.

      (b)   The Borrower may select any other period which does not exceed 180
            days agreed by the Agent.

      (c)   Should a Funding Period end on a day which is not a Business Day,
            that Funding Period will be extended to the next Business Day in the
            same calendar month or, if none, the preceding Business Day.

      (d)   If a Funding Period of a number of months starts on a date in a
            month and there is no corresponding date in the month in which it is
            to end, it will end on the last Business Day of the latter month.

      (e)   No Funding Period may extend beyond the Repayment Date for the
            relevant Tranche.  The Borrower shall select Funding Periods so as
            to ensure that the Repayment Date for a Tranche coincides with the
            last day of Funding Periods of all outstanding Segments of that
            Tranche.

      (f)   If the Borrower fails to select Funding Periods complying with this
            clause the Agent may vary any Drawdown Notice to ensure compliance.

8.    PROCEDURE

8.1   PREPARATION OF BILLS

      If the Borrower requests a Segment, then:
 
      (a)   the Agent shall promptly notify the Participants; and

      (b)   each Participant shall prepare the Bills comprising the Segment to
            be drawn on it (if any) and sign them on behalf of the Borrower as
            drawer.

8.2   REQUIREMENTS OF BILLS

      Bills prepared under this clause must comply with the following.

      (a)   The total face amount of the Bills comprising a Segment must equal
            the principal amount requested in the relevant Drawdown Notice.

      (b)   Each Bill must:

             (i)    to the extent practicable, have a face amount of A$500,000
                    or any other amount specified by the Agent;
<PAGE>
 
                                                                         Page 15
--------------------------------------------------------------------------------

          (ii)   be expressed to be drawn by the Borrower on a Participant so
                 that the total face amount of the Bills drawn on each
                 Participant will equal its Share (if any) of the principal
                 amount of the relevant Segment;

          (iii)  have the Participant on which the Bill is drawn named as payee;
                 and

          (iv)   mature on the last day of the relevant Funding Period requested
                 in the relevant Drawdown Notice.

8.3   AUTHORITY OF PARTICIPANTS TO PREPARE BILLS

      The Borrower irrevocably and for value authorises each Participant to
      complete, perfect and deliver Bills under this clause. The Participants
      may act through their Authorised Officers.

8.4   RESTRICTION ON USE OF BILLS BY AGENT AND PARTICIPANTS

      Neither the Agent nor any Participant shall use or deal with any Bill
      delivered to it or prepared by it except in accordance with this clause.

8.5   NOTIFICATION OF BBR

      (a) By 2.30 pm on each Drawdown Date of a Same Day Segment each
          Participant who is required to participate in that Segment shall
          notify the Agent and the Borrower of BBR for that Participant's
          participation in that Segment.

      (b) By 11am on each Drawdown Date the Agent shall notify the Borrower and
          each Participant who is required to participate in the relevant
          Segment, of BBR for each Segment (other than a Same Day Segment) to be
          drawn or continued on that date.

      (c) Notification under this clause may be by telephone.

8.6   ACCEPTANCE AND DISCOUNT

      Subject to this Agreement, on each Drawdown Date each Participant shall:

      (a) accept the Bills drawn on it under this clause; and

      (b) discount or procure the discount of those Bills and pay to the Agent
          in immediately available funds by 12 noon an amount equal to the total
          face amount of those Bills less the sum of:

          (i)    a discount amount in respect of those Bills which would result
                 in a yield to maturity calculated at the applicable BBR for the
                 relevant Funding Period;

          (ii)   an acceptance fee equal to the applicable Margin on that
                 Drawdown Date, calculated on a daily basis on the total face
                 amount of those Bills from and including that Drawdown Date to
                 their maturity date; and

          (iii)  any applicable stamp duty or other Tax payable by the Agent or
                 that Participant in respect of those Bills or in respect of any
                 payment, receipt or crediting of an account contemplated by
                 this clause (including financial institutions duty).
<PAGE>
 
                                                                         Page 16
--------------------------------------------------------------------------------
     
      On receipt the Agent shall pay the proceeds to the account nominated by
      the Borrower in the relevant Drawdown Notice.

8.7   VARIATION OF PROCEDURES, SAME DAY SEGMENTS

      (a)    After consultation with the Borrower and the Participants, by
             notice to them the Agent may vary any of the times by which
             anything is to be done under this and the next clause for the
             purpose of ensuring the effective operation of the procedures
             contemplated by those clauses.

      (b)    In the case of any Same Day Segment anything which is to be done
             under this clause shall be done on the proposed Drawdown Date as
             soon as practicable after the Drawdown Notice is received.

9.    INDEMNITY AND CASH COVER

9.1   INDEMNITY

      The Borrower shall indemnify each Participant against all liabilities of
      that Participant as acceptor or endorser of Bills.

9.2   CASH COVER

      As between each Participant and the Borrower, the Borrower is primarily
      liable in respect of Bills accepted by that Participant. Accordingly:

      (a)   the liability of the Borrower with respect to any Bill will not be
            taken to have been discharged because that Participant becomes the
            holder of that Bill before, on or after its maturity;

      (b)   on the maturity date of the Bill the Borrower shall pay to the Agent
            for the account of that Participant an amount equal to the face
            amount of the Bill;  and

      (c)   that payment will be made:

            (i)    if, and to the extent that, by 12 noon on that date the
                   Borrower has requested a Same Day Segment, by 2.30 pm on that
                   date; or

            (ii)   otherwise by 12 noon on that date.

10.   ROLLOVER

10.1  NETTING OFF

      Where new Bills are to be drawn and accepted on the maturity date of old
      Bills, only the net amount as between the amounts payable on that date:

      (a)   by the Borrower under clause 9.2 for the account of a Participant;
            and

      (b)   by that Participant for the account of the Borrower under
            clause 8.6,
<PAGE>
 
                                                                         Page 17
--------------------------------------------------------------------------------

      need be paid.

10.2  OVERDRAFT IF NO ROLLOVER

      If:

      (a)   as a result of a condition precedent in clause 14.2 not being
            satisfied or waived a Participant does not provide its participation
            in a new Segment requested by the Borrower on the maturity of Bills
            accepted by that Participant; and

      (b)   the Agent has not exercised its powers under clause 17.2(a),

      the Borrower will not be obliged to provide cash cover under clause 9.2
      for the maturing Bills to the extent of the amount of cash cover that the
      Participant determines would have been provided out of the proceeds of its
      participation in the new Segment, had that condition precedent been
      satisfied. That amount will be taken to have been provided by the
      Participant as a loan:

      (c)   which is repayable:

            (i)    when the relevant condition precedent is satisfied and the
                   Borrower is able to draw a new Segment; or

            (ii)   if earlier, when that Participant's Commitment is cancelled
                   or reduced (to the extent necessary to ensure the
                   Participant's participation in the Principal Outstanding
                   does not exceed, in relation to any Tranche, its Commitment
                   for that Tranche); and

      (d)   on which the Borrower shall pay interest calendar monthly in
            arrears.  The interest will accrue from day to day at a rate equal
            to the applicable Margin plus the Participant's overdraft rate for
            overdrafts to commercial customers from time to time.

11.   FEES

11.1  FACILITY FEE

      A facility fee accrues as follows:

      (a)   for Tranche A, at 0.065% per annum on the daily amount of the
            Commitment of each Participant for Tranche A from the date of this
            Agreement; and

      (b)   for Tranche B, at a rate which will vary depending on the long term
            debt rating of the Guarantor by Standard & Poors and Moody's
            Investors Service Pty Ltd, calculated on the daily amount of the
            Commitment of each Participant for Tranche B from the date of this
            Agreement. That rate will be the figure which corresponds to the
            relevant long term debt rating below:

            LONG TERM DEBT RATING               RATE   
            S&P/MOODY'S                                              
                                                                      
            A/A2                                0.070%               
            A-/A3                               0.080%               
            BBB+/Baa1                           0.100%               
<PAGE>
 
                                                                         Page 18
--------------------------------------------------------------------------------

            BBB/Baa2                            0.125%     
            BBB-/Baa3                           0.175%     
            BB+/Ba                              0.250%     
            BB/Baa2 or lower                    0.300%      

      Where the ratings of those agencies do not coincide, the rate
      corresponding to the higher of those ratings will apply.

      11.2  CALCULATION AND PAYMENT     

      (a)   The facility fee is calculated on the actual number of days elapsed.

      (b)   The Borrower shall pay the facility fee in advance on the fifteenth
            Business Day of each calendar quarter and on the date of this
            Agreement calculated on the relevant Commitment as at the date of
            payment. It is not refundable.

11.3  AGENCY FEE

      The Borrower shall pay to the Agent for its own account an agency fee in
      the amount and at the times specified in a letter from the Agent to the
      Borrower,countersigned by the Borrower, dated on or about the date of this
      Agreement.

12.   PAYMENTS

12.1  MANNER

      The Borrower shall make all payments under any Transaction Document:

      (a)   by bank cheque delivered to the Agent at its address for service of
            notices or by transfer of immediately available funds to the account
            specified by the Agent from time to time, in either case, but
            subject to clause 9.2(c), by 12 noon on the due date; and

      (b)   without set-off or counterclaim and without any deduction for any
            present or future Taxes.

12.2  PAYMENT TO BE MADE ON BUSINESS DAY

      If any payment is due on a day which is not a Business Day, the due date
      will be the next Business Day in the same calendar month or, if none, the
      preceding Business Day.

12.3  DISTRIBUTION BY AGENT

      Unless any Transaction Document expressly provides otherwise, the Agent
      shall promptly distribute amounts received under any Transaction Document
      for the account of the Participants ratably among them.

12.4  APPROPRIATION WHERE INSUFFICIENT MONEYS AVAILABLE

      The Agent may appropriate amounts it receives as between principal,
      interest and other amounts then payable as it sees fit. This appropriation
      will override any made by the Borrower or the Guarantor. The Agent may
      appropriate amounts first in payment of amounts payable to it by way of
      indemnity or reimbursement.
<PAGE>
 
                                                                         Page 19
--------------------------------------------------------------------------------

12.5  UNANTICIPATED DEFAULT

      (a)   (ASSUMPTION AS TO PAYMENT) The Agent may assume that a party (the
            PAYER) due to make a payment for the account of another party (the
            RECIPIENT) makes that payment when due unless the Payer notifies the
            Agent at least 1 Business Day before the due date that the Payer
            will not be making the payment.

      (b)   (RELIANCE ON ASSUMPTION)  In reliance on that assumption, the Agent
            may make available to the Recipient on the due date an amount equal
            to the assumed payment.

      (c)   (RECOUPMENT)  If the Payer does not in fact make the assumed
            payment, the Recipient shall repay the Agent the amount on demand.
            The Payer will remain liable to make the assumed payment, but until
            the Recipient does repay the amount, the Payer's liability will be
            to the Agent in the Agent's own right.

      (d)   (INTEREST)  If the Payer is the Borrower any interest on the amount
            of the assumed payment accruing before recovery will belong to the
            Agent.  If the Payer is a Participant that Participant shall pay
            interest on the amount of the assumed payment at the rate determined
            by the Agent, in line with its usual practice, for advances of
            similar duration to financial institutions of the standing of the
            Participant.

12.6  ROUNDING

      In making any allocation or appropriation under any Transaction Document
      the Agent may round amounts to the nearest Australian dollar.

13.   CHANGES IN LAW

13.1  ADDITIONAL PAYMENTS

      Whenever any Indemnified Party determines that:

      (a)   the effective cost to the Indemnified Party of making, funding or
            maintaining its participation in any Segment or its Commitment is
            increased in any way;

      (b)   any amount paid or payable to the Indemnified Party or received or
            receivable by the Indemnified Party, or the effective return to the
            Indemnified Party or any of its holding companies, under or in
            respect of any Transaction Document is reduced in any way;

      (c)   the return of the Indemnified Party or any of its holding companies
            on the capital which is or becomes directly or indirectly allocated
            by the Indemnified Party or the holding company to any Segment or
            its Commitment is reduced in any way; or

      (d)   to the extent any relevant law, official directive or request
            relates to or affects its Commitment, any Segment or the Transaction
            Documents, the overall return on capital of the Indemnified Party or
            any of its holding companies is reduced in any way,

      as a result of any change in, any making of, or any change in the
      interpretation or application by any Government Agency of, any law,
      official directive or request, then:
<PAGE>
 
                                                                         Page 20
--------------------------------------------------------------------------------

      (e)   (when it has calculated the effect of the above and the amount to be
            charged to the Borrower under this clause) that Indemnified Party
            shall promptly notify the Borrower and provide reasonable details of
            the calculation; and

      (f)   on demand from time to time the Borrower shall pay for the account
            of that Indemnified Party the amount certified by an Authorised
            Officer of the Indemnified Party to be necessary to compensate the
            Indemnified Party or the relevant holding company (as the case may
            be) for the increased cost or the reduction.  If the amount to be
            charged to the Borrower exceeds A$1,000,000, the Borrower shall pay
            that amount within 5 days after demand.

            The Indemnified Party's right to demand compensation from the
            Borrower as contemplated by this clause is limited to a period of 60
            days after the Indemnified Party becomes actually aware of any of
            the circumstances described in paragraphs (a) to (d) above.

      Without limiting the above in any way, this clause applies:

      (g)   to any law, official directive or request with respect to Taxation
            (except Tax on overall net income) or reserve, liquidity, capital
            adequacy, special deposit or similar requirements;

      (h)   to official directives or requests which do not have the force of
            law where it is the practice of responsible bankers or financial
            institutions in the country concerned to comply with them; and

      (i)   where the increased cost or the reduction arises because the
            relevant Indemnified Party or any of its holding companies is
            restricted in its capacity to enter other transactions, or is
            required to make a payment, or forgoes or earns reduced interest or
            other return on any capital or on any sum calculated by reference in
            any way to the amount of any Segment, its Commitment or to any other
            sum paid or payable or received or receivable under any Transaction
            Document or allocates capital to any such sum.

      In this clause a SEGMENT includes any amount paid on maturity of a Bill
      and any loan taken to be made under clause 10.2.

13.2  MINIMISATION

      (a)   (NO DEFENCE)  If the relevant Indemnified Party and (if applicable)
            its holding company has acted in good faith it will not be a defence
            to any claim by the Indemnified Party under clause 13.1 that any
            cost, reduction or payment referred to in that clause could have
            been avoided.

      (b)   (NEGOTIATION)  At the request of the Borrower the Agent and any
            relevant Participant shall negotiate in good faith with the Borrower
            with a view to finding a way of minimising any cost, reduction or
            payment.

13.3  SURVIVAL OF OBLIGATIONS

      This clause survives the discharge of the Borrower's liabilities in
      relation to any relevant Segment and the termination of this Agreement.
<PAGE>
 
                                                                         Page 21
--------------------------------------------------------------------------------

13.4  CANCELLATION ON INCREASED COSTS

      (a)   Within 60 days after the Borrower receives a notice under clause
            13.1(e) the Borrower may notify the relevant Participant through the
            Agent that it wishes to cancel that Participant's Commitment and
            reduce the Principal Outstanding accordingly.

      (b)   The notification will be irrevocable.  The undrawn Commitment of the
            Participant will be cancelled immediately.  The utilised Commitments
            will be cancelled on the last day of the relevant Funding Period or
            Periods current when the notification is given.

14.   CONDITIONS PRECEDENT

14.1  CONDITIONS PRECEDENT TO FIRST DRAWDOWN NOTICE

      The right of the Borrower to give the first Drawdown Notice and the
      obligations of each Participant under this Agreement are subject to the
      condition precedent that the Agent receives all of the following in form
      and substance satisfactory to the Agent:

      (a)   (VERIFICATION CERTIFICATE)  a certificate in relation to the
            Borrower given by a director of the Borrower substantially in the
            form of annexure B with the attachments referred to and dated not
            earlier than 14 days before the first Drawdown Date;

      (b)   (TRANSACTION DOCUMENTS)  a duly executed counterpart of this
            Agreement and the Guarantee Deed Poll;

      (c)   (US OPINION) an opinion of a suitably qualified in-house lawyer of
            the Guarantor in relation to the Guarantor and the Guarantee Deed
            Poll, substantially in the form initialled by the Agent on or before
            the date of this Agreement;

      (d)   (BORROWER'S LAWYER'S OPINION) an opinion of Arthur Robinson &
            Hedderwicks in relation to the Borrower and this Agreement,
            substantially in the form initialled by the Agent on or before the
            date of this Agreement; and

      (e)   (RATING) evidence of the Guarantor's long term debt rating by
            Standard & Poors and Moody's Investors Service Pty Ltd.

14.2  CONDITIONS PRECEDENT TO EACH SEGMENT

      The obligation of each Participant to make, accept and discount Bills
      comprised in each Segment is subject to the further conditions precedent
      that:

      (a)   (REPRESENTATIONS TRUE)  the representations and warranties by the
            Borrower and the Guarantor in the Transaction Documents are true as
            at the date of the relevant Drawdown Notice and the relevant
            Drawdown Date as though they had been made at that date in respect
            of the facts and circumstances then subsisting, except that the
            representation by the Borrower in clause 15.1(f) and the
            representation by the Guarantor in clause 6.1(a) of the Guarantee
            Deed Poll will not be deemed to be repeated at each Drawdown Date;

      (b)   (NO DEFAULT)  no Event of Default or Potential Event of Default
            subsists at the date of the relevant Drawdown Notice and the
            relevant Drawdown Date or will result from the acceptance or
            discount of the Bills; and
<PAGE>
 
                                                                         Page 22
--------------------------------------------------------------------------------

      (c)   (AUTHORISATION)  all necessary Authorisations for the acceptance or
            discount of the Bills have been obtained.

15.   REPRESENTATIONS AND WARRANTIES

15.1  REPRESENTATIONS AND WARRANTIES

      The Borrower makes the following representations and warranties.

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

      (b)    (POWER) The Borrower 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 .

      (c)    (COMPLIANCE) The Borrower 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.

      (d)    (CORPORATE AUTHORISATIONS) The Borrower has the corporate power and
             authority to make, deliver and perform the Transaction Documents to
             which it is expressed to be a party and to borrow under this
             Agreement and has taken all necessary corporate action to authorise
             the borrowings on the terms of this Agreement and to authorise the
             execution, delivery and performance of the Transaction Documents to
             which it is expressed to be a party. No consent or authorisation
             of, filing with, notice to or other act by or in respect of, any
             Government Agency or any other person is required to be obtained or
             made by or on behalf of the Borrower in connection with the
             borrowings under this Agreement or with the execution, delivery,
             performance, validity or enforceability of the Transaction
             Documents to which the Borrower is expressed to be a party. This
             Agreement and each other Transaction Document to which the Borrower
             is expressed to be a party has been duly executed and delivered on
             behalf of the Borrower.

      (e)    (DOCUMENTS BINDING) This Agreement and each other Transaction
             Document to which the Borrower is expressed to be a party is a
             legal, valid and binding obligation of the Borrower enforceable
             against the Borrower 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.

      (f)    (ACCOUNTS)

             (i)    The Borrower's most recent consolidated audited Accounts
                    give a true and fair view of the matters with which they
                    deal.
<PAGE>
 
                                                                         Page 23
--------------------------------------------------------------------------------

             (ii)   There has been no subsequent change in its and its
                    Subsidiaries' state of affairs since the date to which the
                    Accounts relate which would reasonably be expected to have a
                    Material Adverse Effect.

             (iii)  Those Accounts comply with current accounting practice
                    except to the extent disclosed in them, and with all
                    applicable laws.

             (iv)   No Relevant Company has executed a Guarantee for the purpose
                    of obtaining an order under s313 of the Corporations Law or
                    an equivalent provision or for the purpose of complying with
                    any such order.

      (g)     (NO LEGAL BAR) The execution, delivery and performance of the
              Transaction Documents by the Borrower, the borrowings under this
              Agreement and the use of their proceeds did not and will not:

              (i)     violate any Requirement of Law or Contractual Obligation
                      of the Borrower or any Subsidiary of the Borrower in any
                      respect that would reasonably be expected to have a
                      Material Adverse Effect; or

              (ii)    result in, or require, the creation or imposition of any
                      Lien on any of its or their respective assets or
                      properties pursuant to any Requirement of Law or
                      Contractual Obligation.

      (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 Borrower nor any of its Subsidiaries is
              in default under any of its Contractual Obligations in any respect
              which would be reasonably expected to have a Material Adverse
              Effect. No Event of Default or Potential Event of Default has
              occurred and is continuing.

      (j)     (TAXES) All Taxes payable by the Borrower or any Subsidiary of the
              Borrower (or for which they could be liable) have been paid, other
              than:

              (i)    those not yet delinquent;

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

              (iii)  those the amount or validity of which are currently being
                     contested in good faith by appropriate proceedings
                     diligently conducted and with respect to which reserves in
                     conformity with current accounting practice have been
                     provided on the books of the Borrower or the Subsidiary )as
                     applicable).

      (k)     (NO MISREPRESENTATION) All information provided by it to the Agent
              and the Participants is true in all material respects at the date
              of this Agreement or, if later, when provided. Neither that
              information nor its conduct and the conduct of anyone on its
              behalf in relation to the transactions contemplated by the
              Transaction Documents, was or is materially misleading, by
              omission or otherwise.

      (l)     (TITLE)

                                   
<PAGE>
 
                                                                         Page 24
--------------------------------------------------------------------------------

              (i)    The Borrower is the sole beneficial owner of all material
                     assets included in its latest audited Accounts free of any
                     other third party right or interest whatever other than as
                     permitted by clause 16.1(j) .

              (ii)   None of its or another Group Member's assets is subject to
                     a Lien which is not permitted by clause 16.1(j).

      (m)     (CORPORATE TREE) The Guarantor is the sole beneficial owner of all
              shares in the Borrower.

15.2  RELIANCE ON REPRESENTATIONS AND WARRANTIES

      The Borrower acknowledges that the Agent and the Participants have entered
      the Transaction Documents in reliance on the representations and
      warranties in this clause.

16.   UNDERTAKINGS

16.1  GENERAL UNDERTAKINGS

      The Borrower undertakes to each Indemnified Party as follows, except to
      the extent that the Agent acting on the instructions of the Majority
      Participants consents.

      (a)     (FINANCIAL STATEMENTS) The Borrower will deliver to the Agent
              (with a copy for each Participant):

              (i)     as soon as practicable (but in any event within 120 days)
                      after the end of each fiscal year of the Borrower, 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 without a going
                      concern or like qualification or exception, or
                      qualification arising out of the scope of the audit, by
                      independent chartered accountants of nationally recognised
                      standing selected by the Borrower; and

              (ii)    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 Borrower, 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 Borrower 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 current accounting practice applied consistently
              throughout the periods reflected in them and with prior periods
              (except as approved by the reporting accountants or Authorised
              Officer, as the case may be, and disclosed in them).
<PAGE>
 
                                                                         Page 25
--------------------------------------------------------------------------------

      (b)    (CERTIFICATES AND OTHER INFORMATION) The Borrower will deliver to
             the Agent (with a copy for each Participant):

             (i)    concurrently with the delivery of the financial statements
                    referred to in paragraphs (a)(i) and (ii), a certificate of
                    an Authorised Officer of the Borrower which states that, to
                    the best of that person's knowledge, during the period
                    covered by those financial statements, the Borrower has
                    observed or performed all its covenants and other agreements
                    and satisfied every condition under this Agreement and the
                    other Transaction Documents to which it is a party, and that
                    the Authorised Officer has obtained no knowledge of any
                    Event of Default or Potential Event of Default except as
                    specified in the certificate;

             (ii)   no later than 30 days after they are filed with the
                    Securities and Exchange Commission or the Australian
                    Securities Commission or any successor or analogous
                    Government Agency, final copies of:

                    (A)    all financial statements and material reports which
                           the Borrower may make to those entities; and

                    (B)    all filings made by the Guarantor or the Borrower
                           with those entities with respect to the sale or
                           creation of indebtedness of the Guarantor or the
                           Borrower or with respect to any asset-backed
                           receivables transaction entered into by the Borrower
                           or any of its Subsidiaries (including registration
                           statements, prospectuses, offering memoranda and
                           amendments to them);

             (iii)  promptly after their delivery (but in any event within 10
                    days), copies of the financial statements of the Guarantor
                    delivered under section 10.1 of the Revolving Credit
                    Agreement, except that copies need not be delivered to any
                    Participant which has received copies under that section;
                    and

             (iv)   promptly, such additional financial and other information as
                    any Participant through the Agent may from time to time
                    reasonably request.

      (c)    (PAYMENT OBLIGATIONS) The Borrower will pay, discharge or otherwise
             satisfy at or before maturity or before they become delinquent, as
             the case may be, all its obligations of whatever nature except if:

             (i)    the amount or validity of the obligation is currently being
                    contested in good faith by appropriate proceedings, and
                    reserves in conformity with current accounting practice have
                    been provided in the books of the Borrower; or

             (ii)   failure to do so could not, in the aggregate, reasonably be
                    expected to have a Material Adverse Effect.

      (d)    (CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE) The Borrower
             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
             Authorisations, rights, privileges and franchises necessary or
             desirable in the normal conduct of its business. It will comply
             with all its Contractual Obligations and
<PAGE>
 
                                                                         Page 26
--------------------------------------------------------------------------------

             Requirements of Law except to the extent that failure to comply
             could not, in the aggregate, reasonably be expected to have a
             Material Adverse Effect.

      (e)    (MAINTENANCE OF PROPERTY AND INSURANCE) The Borrower will keep all
             property useful and necessary in its business in good working order
             and condition. It will maintain with financially sound and
             reputable insurance companies insurance on all its property, 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).

      (f)    (INSPECTION OF PROPERTY, BOOKS) The Borrower will keep proper books
             of record and account in which full, true and correct entries, in
             conformity with current accounting practice and all 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 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.

      (g)    (NOTICE) The Borrower will promptly (but in any event within 3
             days, or in the case of sub-paragraph (ii), 10 days, or in the case
             of sub-paragraph (iv), 30 days, in each case after an Authorised
             Officer of the Borrower becomes aware of it) notify the Agent of:

             (i)    the occurrence of any Event of Default or Potential Event of
                    Default;

             (ii)   any:

                    (A)    default or event of default under any Contractual
                           Obligation of the Borrower or any of its
                           Subsidiaries; or

                    (B)    litigation, arbitration, Tax claim, dispute or
                           administrative or other proceeding which may exist at
                           any time between the Borrower or any of its
                           Subsidiaries and a Government Agency,

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

             (iii)  any litigation, arbitration, Tax claim, dispute or
                    administrative or other proceeding affecting the Borrower or
                    any of its Subsidiaries (other than a claim for workers'
                    compensation) in which the amount involved is equal to or
                    greater than the Threshold Amount and is not covered by
                    insurance or in which injunctive or similar relief is
                    sought; and

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

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

      (h)    (LIMITATION ON FUNDAMENTAL CHANGES)
<PAGE>
 
                                                                         Page 27
--------------------------------------------------------------------------------

             (i)    Subject to paragraph (ii), the Borrower will not enter into
                    any merger, consolidation or amalgamation, transfer its
                    jurisdiction of incorporation 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.

             (ii)   An entity may be merged or consolidated with or into the
                    Borrower if the Borrower is the continuing or surviving
                    corporation or the Indebtedness under this Agreement is
                    assumed by the surviving corporation, and the Guarantee Deed
                    Poll is terminated or amended, with the approval of all
                    Participants.

      (i)    (LIMITATION ON LINES OF BUSINESS) The Borrower will not enter into
             any business, either directly or through any Subsidiary, other
             than:

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

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

             (iii)  other business, provided that the business of the Group
                    taken as a whole will be limited substantially to the
                    businesses described in sub-paragraphs (i) and (ii) above.

      (j)    (LIMITATION ON LIENS) The Borrower 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, which would cause the
             Guarantor to be in breach of any provision of the Guarantee Deed
             Poll.

      (k)    (GUARANTEE DEED POLL) The Borrower will not do anything which may
             cause the Guarantor to breach the undertakings given by it in the
             Guarantee Deed Poll and it will do everything necessary on its part
             to ensure that the Guarantor is able duly to perform those
             undertakings.

16.2  TERM OF UNDERTAKINGS

      Each undertaking in this clause continues from the date of this Agreement
      until the Secured Money is fully and finally repaid.

17.   EVENTS OF DEFAULT

17.1  EVENTS OF DEFAULT

      Each of the following is an Event of Default (whether or not it is in the
      control of any Relevant Company).

      (a)    (OBLIGATIONS UNDER TRANSACTION DOCUMENTS) A Relevant Company fails:

             (i)    to pay an amount payable by it under a Transaction Document
                    within 5 Business Days of the amount becoming due; or
<PAGE>
 
                                                                         PAGE 28
--------------------------------------------------------------------------------

             (ii)   to comply with any of its other obligations under a
                    Transaction Document and, if in the opinion of the Agent
                    that failure can be remedied within 21 Business Days, does
                    not remedy the failure within that period after notice in
                    writing from the Agent.

      (b)    (CROSS DEFAULT)

             (i)    Indebtedness of a Relevant Company totalling at least the
                    Threshold Amount or its equivalent:

                    (A) is not paid when due (or within an applicable grace
                        period); or

                    (B) becomes due and payable or capable of being declared due
                        and payable before its stated maturity or expiry;

             (ii)   a facility or obligation granted or owed by a person to a
                    Relevant Company to provide financial accommodation or to
                    acquire or underwrite Indebtedness totalling at least the
                    Threshold Amount or its equivalent is prematurely
                    terminated, except where the Relevant Company exercises an
                    optional right of termination in the absence of actual,
                    likely or threatened default or an event of default or
                    termination event, whatever called; or

             (iii)  an event of default as defined in the Revolving Credit
                    Agreement occurs and money owing under that agreement
                    becomes due and payable before its stated maturity or
                    expiry.

             For the purpose of this paragraph (b) the term INDEBTEDNESS does
             not include:

             (iv)   Guarantee Obligations of any Subsidiary of the Borrower in
                    respect of Indebtedness of an Affiliate of the Borrower if
                    that Subsidiary owns no material assets other than equity
                    interests in the Affiliate and the Affiliate is not a
                    Subsidiary of the Borrower; and

             (v)    net liabilities in respect of Interest Rate Agreements
                    unless the holder or holders of that Indebtedness have
                    required that a termination payment in respect of the
                    Interest Rate Agreement be made.

      (c)    (ADMINISTRATION, WINDING UP, ARRANGEMENTS, INSOLVENCY ETC.)

             (i)    An administrator of the Borrower, a Material Subsidiary or
                    the Guarantor or another person who gives or creates a
                    Guarantee or Lien which secures any Secured Money (each a
                    RELATED COMPANY) is appointed.

             (ii)   Except for the purpose of a solvent reconstruction or
                    amalgamation previously approved by the Agent:

                    (A) an application or an order is made, proceedings are
                        commenced or a resolution is passed for:

                        (1) the winding up, dissolution or administration of a
                            Related Company; or
<PAGE>
 
                                                                         PAGE 29
--------------------------------------------------------------------------------

                        (2) a Related Company entering into an arrangement,
                            compromise or composition with or assignment for the
                            benefit of its creditors or a class of them,

                        other than an application or proceeding which is being
                        contested in good faith and which is withdrawn or set
                        aside within 21 days of first filing; or

                    (B) a Related Company ceases or suspends the conduct of all
                        or a substantial part of its business or disposes of a
                        substantial part of its assets.

             (iii)  A Related Company:

                    (A) is, or under legislation is presumed or taken to be,
                        insolvent (other than as the result of a failure to pay
                        a debt or claim the subject of a good faith dispute); or

                    (B) stops or suspends payment of all or a class of its
                        debts.

      (d)    (ENFORCEMENT AGAINST ASSETS)

             (i)    A Controller (as defined in the Corporations Law) or similar
                    officer is appointed to all or any of the assets and
                    undertaking of a Related Company and not removed (without
                    another being appointed in its place) within 21 days.

             (ii)   A distress, attachment or other execution is levied or
                    enforced over all or any of the assets and undertaking of a
                    Related Company and not withdrawn or discontinued within 21
                    days.

      (e)    (ANALOGOUS PROCESS) Anything analogous to anything referred to in
             paragraphs (c) or (d), or which has substantially similar effect,
             occurs with respect to a Related Company under any overseas law or
             any law which commences or is amended after the date of this A
             greement.

      (f)    (REDUCTION OF CAPITAL)  Without the prior consent of the Agent
             (which will not be unreasonably withheld), the Borrower:

             (i)    reduces its capital (including a purchase of its shares but
                    excluding a redemption of redeemable shares);

             (ii)   passes a resolution to reduce its capital or to authorise it
                    to purchase its shares or a resolution under s188(2) or
                    s205(10) of the Corporations Law or an equivalent provision;
                    or

             (iii)  applies to a court to sanction any such resolution or
                    reduction.

      (g)    (VITIATION OF DOCUMENTS)

             (i)    All or any material part of a Transaction Document is
                    terminated or is or becomes void, illegal, invalid,
                    unenforceable or of limited force and effect;
<PAGE>
 
                                                                         Page 30
--------------------------------------------------------------------------------

             (ii)   a party becomes entitled to terminate, rescind or avoid all
                    or a material part of a Transaction Document; or

             (iii)  a party other than the Agent or a Participant alleges or
                    claims that an event described in sub-paragraph (i) has
                    occurred or that it is entitled as described in sub-
                    paragraph (ii).

      (h)    (CONTROL OF BORROWER OR GUARANTOR) Without the prior consent of the
             Agent:

             (i)    the Borrower ceases to be a wholly owned subsidiary of the
                    Guarantor; or

             (ii)   the Guarantor ceases to be a wholly owned subsidiary of Case
                    Corporation.

      (i)    (SUPPORT AGREEMENT) An event described in paragraph (g) occurs in
             relation to the Support Agreement or the Support Agreement is
             amended in a material respect without the prior consent of the
             Agent.

17.2  CONSEQUENCES

      In addition to any other rights provided by law or any Transaction
      Document, at any time after an Event of Default (whether or not it is
      continuing) the Agent may and shall if the Majority Participants direct do
      all or any of the following:

      (a)    by notice to the Borrower declare all sums actually or contingently
             owing under this Agreement immediately due and payable, and the
             Borrower shall immediately pay the total face amount of all
             outstanding Bills, any amount taken to be lent under clause 10.2
             together with accrued interest and fees and all other sums;

      (b)    by notice to the Borrower cancel the Commitments;

      (c)    at the cost of the Borrower, appoint a firm of independent
             accountants or other experts to review and report to the Agent and
             the Participants on the affairs, financial condition and business
             of any Relevant Company.

             The Borrower will co-operate fully with the review and ensure that
             all officers and employees of each Relevant Company do the same.

17.3  CASH COVER FOR BILLS

      (a)    This clause applies to:

             (i)    any amount paid to the Agent for the account of a
                    Participant under clause 17.2(a) in respect of the liability
                    under any unmatured Bill or in respect of any other sum
                    contingently owing; and

             (ii)   interest credited under this clause,

             (the outstanding balance of which from time to time is the CASH
             COVER AMOUNT).
<PAGE>
 
                                                                         Page 31
--------------------------------------------------------------------------------

      (b)    (i)    The Participant shall apply the Cash Cover Amount in payment
                    of any amount payable under any Bill when it becomes due and
                    the obligation of the Borrower under clause 9.2 will be
                    reduced accordingly.

             (ii)   The Participant may at any time apply the Cash Cover Amount
                    in or towards satisfaction of any sum at any time payable by
                    the Borrower to the Participant under or in relation to any
                    Transaction Document.

      (c)    The Cash Cover Amount will accrue and be credited with interest at
             a rate and in a manner that the Participant determines would apply
             to deposits at call (or of any other term specified by the
             Participant) of a similar amount under its normal procedures.

      (d)    The Cash Cover Amount is only repayable by the Participant to the
             extent that on any day it exceeds the amount of the Secured Money
             (including the total face amount of the outstanding Bills and all
             amounts which are then or may subsequently become contingently
             owing). The Participant will promptly pay the Borrower any excess
             on demand.

18.   INTEREST ON OVERDUE AMOUNTS

18.1  ACCRUAL

      Interest accrues on each unpaid amount which is due and payable by the
      Borrower under or in respect of any Transaction Document (including
      interest payable under this clause):

      (a)    on a daily basis up to the date of actual payment from (and
             including) the due date or, in the case of an amount payable by way
             of reimbursement or indemnity, the date of disbursement or loss, if
             earlier;

      (b)    both before and after judgment (as a separate and independent
             obligation); and

      (c)    at the rate determined by the Agent to be the sum of 1.5% per annum
             plus the higher of:

             (i)    the rate (if any) applicable to the unpaid amount
                    immediately before the due date; and

             (ii)   the Agent's benchmark lending rate in respect of loans of
                    A$100,000 and over from time to time, plus the applicable
                    Margin.

18.2  PAYMENT

      The Borrower shall pay interest accrued under this clause on demand by the
      Agent and on the last Business Day of each calendar month.

19.   INDEMNITY AND COSTS

19.1  INDEMNITY

      The Borrower shall indemnify each Indemnified Party against any loss,
      cost, charge, liability or expense (including legal costs on a full
      indemnity basis) the Indemnified Party (or any officer or employee of the
      Indemnified Party) may sustain or incur as a direct or indirect result of:
<PAGE>
 
                                                                         Page 32
--------------------------------------------------------------------------------

      (a)    the occurrence of any Event of Default or Potential Event of
             Default;

      (b)    any actual or contemplated exercise, preservation or consideration
             of any right, power or remedy under any Transaction Document or any
             failure to exercise any right, power or remedy;

      (c)    any statement in, conduct relying on or omission or alleged
             omission from any information memorandum or loan proposal prepared
             or authorised by it, or any claim in respect of any of the above;

      (d)    a Segment requested in a Drawdown Notice not being provided for any
             reason (including failure to fulfil any condition precedent but
             excluding any default by the Indemnified Party which is claiming
             under this clause);

      (e)    the Indemnified Party incurring any liability on or in relation to
             any Bill; or

      (f)    the Indemnified Party or any Authorised Officer of the Indemnified
             Party acting on behalf of the Borrower under clause 8.3.

      Without limitation the indemnity will cover any amount determined by the
      relevant Participant to be incurred because of the liquidation or re-
      employment of deposits or other funds acquired or contracted for by the
      relevant Participant to fund or maintain any Segment or amount (including
      loss of margin) and because of the reversing or termination of any
      agreement or arrangement entered into by the relevant Participant to
      hedge, fix or limit its effective cost of funding or maintaining any
      Segment or amount.

19.2  COSTS

      The Borrower will pay the Agent's reasonable legal costs in relation to
      the preparation of the Transaction Documents and any amendments of, or
      consent or waiver under, them.

20.   CONTROL ACCOUNTS

      The accounts kept by the Agent constitute sufficient evidence, unless
      proven wrong, of the amount at any time due from the Borrower under this
      Agreement.

21.   STAMP DUTY

      Subject to clause 8.6(b)(iii), the Borrower will pay all stamp,
      transaction and other similar duties and charges in relation to the
      Transaction Documents and any transaction under them.

      This includes financial institutions duty and debits tax. The Borrower
      will also pay any fines and penalties unless they result from a failure by
      an Indemnified Party to lodge a document for stamping in sufficient time,
      having received from the Borrower the amount of stamp duty in good time.

22.   SET-OFF

      (a)    If an Event of Default subsists each Indemnified Party may apply
             any credit balance in any currency (whether or not matured) in any
             account of the Borrower with any branch of that Indemnified Party
             towards satisfaction of any sum then due and payable by it to that
             Indemnified Party under or in relation to any Transaction Document.
             No Indemnified Party need make the application.
<PAGE>
 
                                                                         Page 33
--------------------------------------------------------------------------------

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

23.   NO WAIVERS

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

24.   SEVERABILITY OF PROVISIONS

      Any provision of any Transaction Document 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 that Transaction Document nor
      affect the validity or enforceability of that provision in any other
      jurisdiction.

25.   SURVIVAL OF REPRESENTATIONS

      All representations and warranties in any Transaction Document survive the
      execution and delivery of the Transaction Documents and the provision of
      advances and accommodation.

26.   INDEMNITIES AND REIMBURSEMENT OBLIGATIONS

      Unless otherwise stated, each indemnity, reimbursement or similar
      obligation in any Transaction Document:

      (a)   is a continuing obligation;                                      
                                                                             
      (b)   is a separate and independent obligation;                        
                                                                             
      (c)   is payable on demand; and                                        
                                                                             
      (d)   survives termination or discharge of the relevant Transaction 
            Document. 

27.   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 Borrower any obligation
             under a Transaction Document; or

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

      is excluded from the Transaction Documents.

28.   CONSENTS AND OPINIONS

      Except where expressly stated any Indemnified Party may give or withhold,
      or give conditionally, approvals and consents, may be satisfied or
      unsatisfied, may form opinions, and may exercise rights, powers and
      remedies at its absolute discretion.
<PAGE>
 
                                                                         Page 34
--------------------------------------------------------------------------------

29.   ASSIGNMENTS

29.1  ASSIGNMENT BY BORROWER

      The Borrower may not assign or transfer any of its rights or obligations
      under this Agreement without the prior written consent of the Agent acting
      on the instructions of all Participants.

29.2  ASSIGNMENT BY PARTICIPANTS

      A Participant may assign or transfer all or any of its rights or
      obligations under the Transaction Documents at any time if:

      (a)    any necessary prior Authorisation is obtained;

      (b)    in the case of a transfer of obligations, the transfer is effected
             by a substitution in accordance with clause 29.3;

      (c)    the transferee or assignee is a Related Entity of the Participant
             or the Borrower has given its prior consent, which:

             (i)    it shall not withhold unreasonably; and

             (ii)   will be taken to have been given if no response is received
                    within 15 days of the request for consent; and

      (d)    the Commitment of any Participant will not, as a result of that
             assignment or transfer, be less than $10,000,000, or the Borrower
             has given its prior consent or has cancelled the Commitments to an
             extent such that satisfaction of this test is not practicable.

29.3  SUBSTITUTION CERTIFICATES

      (a)    If a Participant wishes to substitute a new bank or financial
             institution for all or part of its participation under this
             Agreement, it and the substitute shall in the Australian Capital
             Territory or outside Australia execute and deliver to the Agent 4
             counterparts of a certificate substantially in the form of annexure
             C.

      (b)    On receipt of the certificate, if the Agent has received the
             registration fee referred to in the certificate and is satisfied
             that the substitution complies with clause 29.2, it shall promptly:

             (i)    notify the Borrower;

             (ii)   countersign the counterparts on behalf of all other parties
                    to this Agreement;

             (iii)  enter the substitution in a register kept by it (which will
                    be conclusive); and

             (iv)   retain one counterpart and deliver the others to the
                    retiring bank or financial institution, the substitute bank
                    or financial institution and the Borrower.

      (c)    When the certificate is countersigned by the Agent, the retiring
             bank or financial institution will be relieved of its obligations
             and the substitute bank or financial institution will be bound by
             the Transaction Documents, as stated in the certificate.
<PAGE>
 
                                                                         Page 35
--------------------------------------------------------------------------------

      (d)    Each other party to this Agreement irrevocably authorises the Agent
             to sign each certificate on its behalf.

      (e)    Unless the Agent otherwise agrees, no substitution may be made
             while any Drawdown Notice is current.

29.4  DISCLOSURE

      A Participant may disclose to a proposed assignee, transferee or sub-
      participant information which relates to any Relevant Company or was
      furnished in connection with the Transaction Documents if it first obtains
      the consent of the Borrower (who shall not unreasonably withhold or delay
      that consent).

29.5  NO INCREASED COSTS

      Despite anything to the contrary in this Agreement, if a Participant
      assigns its rights under this Agreement, the Borrower will not be required
      to pay any net increase in the total amount of costs, Taxes, fees or
      charges which is a direct consequence of the assignment and of which the
      Participant or its assignee was aware or ought reasonably to have been
      aware on the date of the assignment. For this purpose only a substitution
      under clause 29.3 will be regarded as an assignment.

30.   RELATIONSHIP OF PARTICIPANTS TO AGENT

30.1  AUTHORITY

      (a)    Subject to clause 30.15 each Participant irrevocably appoints the
             Agent to act as its agent under the Transaction Documents. The
             Agent has all powers expressly delegated to it by the Transaction
             Documents together with all other powers reasonably incidental to
             those powers.

      (b)    The Agent has no duties or responsibilities except those expressly
             set out in the Transaction Documents.

30.2  INSTRUCTIONS; EXTENT OF DISCRETION

      (a)    In the exercise of all its rights, powers and discretions under the
             Transaction Documents the Agent shall act in accordance with the
             instructions (if any) of the Majority Participants or (where so
             specified) of all Participants.

      (b)    In the absence of those instructions, the Agent need not act but
             may act as it sees fit in the best interests of the Participants.

      (c)    Any action taken by the Agent under the Transaction Documents binds
             all the Participants.

      (d)    The Agent is not obliged to consult with the Participants before
             giving any consent, approval or agreement or making any
             determination under the Transaction Documents except where this
             Agreement expressly provides otherwise.

30.3  NO OBLIGATION TO INVESTIGATE AUTHORITY
<PAGE>
 
                                                                         Page 36
--------------------------------------------------------------------------------

      (a)    The Borrower need not enquire whether any instructions have been
             given to the Agent by all Participants or the Majority Participants
             or as to the terms of those instructions.

      (b)    As between the Borrower on the one hand and the Agent and the
             Participants on the other, all action taken by the Agent under the
             Transaction Documents will be taken to be authorised.

30.4  AGENT NOT A FIDUCIARY

      The Agent will not be taken to owe any fiduciary duty to any Participant,
      any Relevant Company or any other person except as expressly provided in a
      Transaction Document.

30.5  EXONERATION

      Neither the Agent nor any of its directors, officers, employees, agents,
      attorneys, Related Entities or successors is responsible to the
      Participants for, or will be liable (whether in negligence or on any other
      ground whatever) in respect of:

      (a)    any conduct relating to, contained in or relying on, any loan
             proposal or information memorandum, any Transaction Document or any
             document or agreement referred to in or received under any
             Transaction Document;

      (b)    the value, validity, effectiveness, genuineness, enforceability or
             sufficiency of any loan proposal or information memorandum, any
             Transaction Document or any other document or agreement;

      (c)    any failure by any Relevant Company to perform its obligations; or

      (d)    any action taken or omitted to be taken by it or them under any
             Transaction Document except in the case of its or their own wilful
             misconduct or gross negligence.

30.6  DELEGATION

      The Agent may employ agents and attorneys.

30.7  RELIANCE ON DOCUMENTS AND EXPERTS

      The Agent may rely on:

      (a)    any document (including any facsimile transmission, telegram or
             telex) it believes is genuine and correct; and

      (b)    advice and statements of lawyers, independent accountants and other
             experts selected by the Agent.

30.8  NOTICE OF TRANSFER

      The Agent may treat each Participant as the holder of the Participant's
      rights under the Transaction Documents until the Agent has received either
      a substitution certificate under this Agreement or a notice of assignment
      satisfactory to the Agent.

30.9  NOTICE OF DEFAULT
<PAGE>
 
                                                                         Page 37
--------------------------------------------------------------------------------

      (a)    The Agent will be taken not to have knowledge of the occurrence of
             an Event of Default or Potential Event of Default unless the Agent
             has received notice from a Participant or Relevant Company stating
             that an Event of Default or Potential Event of Default has occurred
             and describing it.

      (b)    If the Agent receives notice or the officers of the Agent having
             day to day responsibility for the transaction become aware that an
             Event of Default has occurred, the Agent shall notify the
             Participants, subject to clause 30.14(c).

30.10 AGENT AS PARTICIPANT AND BANKER

      (a)    The Agent in its capacity as a Participant has the same rights and
             powers under the Transaction Documents as any other Participant. It
             may exercise them as if it were not acting as the Agent.

      (b)    The Agent may engage in any kind of business with any Relevant
             Company as if it were not the Agent. It may receive consideration
             for services in connection with any Transaction Document and
             otherwise without having to account to the Participants.

30.11 INDEMNITY TO AGENT

      (a)    The Participants shall indemnify the Agent (to the extent not
             reimbursed by any Relevant Company under any Transaction Document)
             ratably in accordance with their respective Commitments against any
             loss, cost, liability, expense or damage the Agent may sustain or
             incur directly or indirectly under or in relation to the
             Transaction Documents.

      (b)    No Participant is liable under this sub-clause for any of the above
             to the extent that they arise from the Agent's wilful misconduct or
             gross negligence.

      (c)    The Borrower shall indemnify each Participant against any amount
             paid under paragraph (a). This does not limit its liability under
             any other provision.

30.12 INDEPENDENT INVESTIGATION OF CREDIT

      Each Participant confirms that it has made and will continue to make,
      independently and without reliance on the Agent or any other Participant:

      (a)    its own investigations into the affairs of the Relevant Companies;
             and

      (b)    its own analyses and decisions whether to take or not take action
             under any Transaction Document.

30.13 NO MONITORING

      The Agent is not required to keep itself informed as to the compliance by
      any Relevant Company with any Transaction Document or any other document
      or agreement or to inspect any property or book of any Relevant Company.

30.14 INFORMATION
<PAGE>
 
                                                                         Page 38
--------------------------------------------------------------------------------

      (a)    The Agent shall promptly provide each Participant a copy of each
             notice, report and other document which is provided to the Agent in
             sufficient copies for the Participants under the Transaction
             Documents.

      (b)    The Borrower authorises the Agent to provide any Participant with
             any information concerning any Relevant Company's affairs,
             financial condition or business which may otherwise come into the
             possession of the Agent. The Agent need not do so.

      (c)    The Agent is not obliged to disclose any information relating to
             any Relevant Company if in the opinion of the Agent (on the basis
             of the advice of its legal advisers) disclosure would or might
             breach a law or a duty of secrecy or confidence.

30.15 REPLACEMENT OF AGENT

      (a)    Subject to the appointment of a successor Agent as provided in this
             clause:

             (i)    the Agent may resign at any time by giving not less than 30
                    days notice to the Participants and to the Borrower; and

             (ii)   all the Participants (other than the Agent) together may
                    remove the Agent from office by giving not less than 30 days
                    notice to the Borrower and the Agent.

      (b)    On notice of resignation or removal the Majority Participants have
             the right to appoint a successor Agent approved by the Borrower and
             who accepts the appointment.

      (c)    If no successor Agent is appointed within 30 days after notice, the
             retiring Agent may on behalf of the Participants appoint a
             successor Agent approved by the Borrower and who accepts the
             appointment.

      (d)    On its appointment the successor Agent will have all the rights,
             powers and obligations of the retiring Agent. The retiring Agent
             will be discharged from its rights, powers and obligations.

      (e)    The retiring Agent shall execute and deliver all documents or
             agreements which are necessary or in its opinion desirable to
             transfer to the successor Agent each Lien and Guarantee held by the
             retiring Agent in relation to the Secured Money or to effect the
             appointment of the successor Agent.

      (f)    After any retiring Agent's resignation or removal, this clause will
             continue in effect in respect of anything done or omitted to be
             done by it while it was acting as Agent.

      (g)    The Borrower shall not unreasonably withhold its approval of any
             proposed successor Agent. It shall respond as soon as practicable
             to any request for approval.

      (h)    The Borrower need not pay the cost of the appointment of a
             successor Agent under this clause.

30.16 AMENDMENT OF TRANSACTION DOCUMENTS

      Each Participant authorises the Agent to agree with the other parties to
      any Transaction Document to amend any Transaction Document if:
<PAGE>
 
                                                                         Page 39
--------------------------------------------------------------------------------

      (a)    the amendment will not increase the Commitments or other
             obligations of the Participants, change the dates or amounts of
             payment of any of the Secured Money or amend this sub-clause or any
             provision under which the agreement or instructions of all
             Participants or the Majority Participants are required; and

      (b)    (i)    the Agent is satisfied that the amendment is made to correct
                    a manifest error or an error of a minor nature or that the
                    amendment is of a formal or technical nature only; or

             (ii)   the Majority Participants have, on request by the Agent,
                    notified the Agent of their agreement to the amendment.

      Each Participant will be bound by any amendment so agreed to by the Agent
      as if it were party to the relevant amendment agreement.

31.   PROPORTIONATE SHARING

31.1  SHARING

      Whenever any Participant receives or recovers any money in respect of any
      sum due from a Relevant Company under a Transaction Document in any way
      (including by set- off) except through distribution by the Agent under
      this Agreement:

      (a)    the Participant shall immediately notify the Agent;

      (b)    the Participant shall immediately pay that money to the Agent
             (unless the Agent directs otherwise);

      (c)    the Agent shall treat the payment as if it were a payment by the
             Relevant Company on account of all sums then payable to the
             Indemnified Parties; and

      (d)    (i)    the payment or recovery will be taken to have been a payment
                    for the account of the Agent and not to the Participant for
                    its own account, and to that extent the liability of the
                    Relevant Company to the Participant will not be reduced by
                    the recovery or payment, other than to the extent of any
                    distribution received by the Participant under paragraph
                    (c); and

             (ii)   (without limiting sub-paragraph (i)) immediately on the
                    Participant making or becoming liable to make a payment
                    under paragraph (b), the Borrower shall indemnify the
                    Participant on demand against the payment to the extent that
                    (despite sub-paragraph (i)) its liability has been
                    discharged by the recovery or payment.

      If the Participant is required to disgorge or unwind all or part of the
      relevant recovery or payment then the other Participants shall repay to
      the Agent for the account of the Participant the amount necessary to
      ensure that all the Participants share ratably in the amount of the
      recovery or payment retained. Paragraphs (c) and (d) above apply only to
      the retained amount.

31.2  REFUSAL TO JOIN IN ACTION
<PAGE>
 
                                                                         Page 40
--------------------------------------------------------------------------------

      A Participant who does not accept an invitation to join an action against
      the Borrower or the Guarantor or does not share in the costs of the action
      (in each case having been given a reasonable opportunity to do so) is not
      entitled to share in any amount so recovered.

31.3  SHARING WHEN BILLS REPAID DIRECTLY

      Whenever:

      (a)    a Bill is honoured by another party or cancelled or (except through
             payment) discharged; or

      (b)    the Secured Money is reduced in any manner except through a payment
             under this Agreement,

      resulting in a greater reduction in the proportion by which a
      Participant's participation in the outstanding Bills or the Secured Money
      is reduced than that of the Participant whose participation is reduced by
      the smallest proportion (except as a result of any rounding or adjustment
      of amounts made by the Agent under this Agreement):

      (c)    the Participant shall promptly notify the Agent;

      (d)    the Participant shall promptly pay to the Agent an amount equal to
             the amount of the excess (unless the Agent directs otherwise);

      (e)    the Participant's participation in the outstanding Bills will be
             taken to be increased by an amount equal to the payment;

      (f)    the Agent shall treat the payment as if it were a payment by the
             Borrower on account of the outstanding Bills;  and

      (g)    on the Participant making or becoming liable to make the payment
             under paragraph (d) the Borrower shall indemnify that Participant
             against that payment.

      If all or part of the relevant transaction which had that result is
      subsequently rescinded or must otherwise be restored, and as a result the
      Participant's Bill is called on, the Participants shall repay to the Agent
      for the account of the Participant the amount which is necessary to ensure
      that all the Participants' participations in the outstanding Bills have
      been reduced proportionately.

32.   AGENT DEALINGS

      Except where expressly provided otherwise:

      (a)    all correspondence under or in relation to the Transaction
             Documents between a Participant on the one hand, and the Borrower
             on the other, will be addressed to the Agent; and

      (b)    the Participants and the Borrower severally agree to deal with and
             through the Agent in accordance with this Agreement.

33.   NOTICES
<PAGE>
 
                                                                         Page 41
--------------------------------------------------------------------------------

      All notices, requests, demands, consents, approvals, agreements or other
      communications to or by a party to this Agreement:

      (a)    must be in writing;

      (b)    must be signed by an Authorised Officer of the sender; and

      (c)    will be taken to be duly given or made:

             (i)    (in the case of delivery in person or by post or facsimile
                    transmission) when delivered, received or left at the
                    address of the recipient shown in this Agreement or to any
                    other address which it may have notified the sender; or

             (ii)   (in the case of a telex) on receipt by the sender of the
                    answerback code of the recipient at the end of transmission,

             but if delivery or receipt is on a day on which business is not
             generally carried on in the place to which the communication is
             sent or is later than 4pm (local time), it will be taken to have
             been duly given or made at the commencement of business on the next
             day on which business is generally carried on in that place.

34.   AUTHORISED OFFICERS

      The Borrower irrevocably authorises each Indemnified Party to rely on a
      certificate by any person purporting to be its director or secretary as to
      the identity and signatures of its Authorised Officers. The Borrower
      warrants that those persons have been authorised to give notices and
      communications under or in connection with the Transaction Documents.

35.   GOVERNING LAW AND JURISDICTION

      This Agreement is governed by the laws of New South Wales. The Borrower
      submits to the non-exclusive jurisdiction of courts exercising
      jurisdiction there.

36.   COUNTERPARTS

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

37.   ACKNOWLEDGEMENT BY BORROWER

      The Borrower confirms that:

      (a)    it has not entered into this Agreement in reliance on, or as a
             result of, any conduct of any kind of or on behalf of any
             Indemnified Party or any Related Entity of any Indemnified Party
             (including any advice, warranty, representation or undertaking);
             and

      (b)    neither any Indemnified Party nor any Related Entity of any
             Indemnified Party is obliged to do anything (including disclose
             anything or give advice),

      except as expressly set out in the Transaction Documents.
<PAGE>
 
                                                                         Page 42
--------------------------------------------------------------------------------

EXECUTED in Sydney.

Each attorney executing this Agreement states that he has no notice of
revocation or suspension of his power of attorney.
<PAGE>
 
                                                                         Page 43
--------------------------------------------------------------------------------

BORROWER



SIGNED on behalf of               )
CASE CREDIT AUSTRALIA             )
PTY LIMITED                       )
by its attorney                   )
in the presence of:               )     /s/Peter Hong (sgd)
                                        ----------------------------------------
                                        Signature

/s/Andrew Mohr (sgd)                       PETER HONG
----------------------------------      ---------------------------------------
Witness                                 Print name


   ANDREW MOHR
----------------------------------
Print name



AGENT



SIGNED on behalf of               )
NATIONAL AUSTRALIA BANK LIMITED   )
by its attorney                   )
in the presence of:               )     /s/M A Harvey (sgd)
                                        ----------------------------------------
                                        Signature

/s/M Baird (sgd)                           M A HARVEY
----------------------------------      ----------------------------------------
Witness                                 Print name


   MICHAEL BAIRD
----------------------------------
Print name                                                                      
<PAGE>
 
                                                                         Page 44
--------------------------------------------------------------------------------

PARTICIPANTS



SIGNED on behalf of               )
NATIONAL AUSTRALIA BANK LIMITED   )
by its attorney                   )
in the presence of:               )     /s/M A Harvey (sgd)
                                        ----------------------------------------
                                        Signature

/s/M Baird (sgd)                           M A HARVEY
----------------------------------      ----------------------------------------
Witness                                 Print name


   MICHAEL BAIRD
----------------------------------
Print name                                                                      



SIGNED on behalf of               )
CREDIT SUISSE FIRST BOSTON        )
by its attorney                   )
in the presence of:               )     /s/M Tierney (sgd)
                                        ----------------------------------------
                                        Signature

/s/T Hazelwood (sgd)                       MICHAEL TIERNEY
----------------------------------      ----------------------------------------
Witness                                 Print name


   TRICIA HAZELWOOD
----------------------------------
Print name



SIGNED for and on behalf of       )
UBS AUSTRALIA LIMITED             )
by its authorised signatories     )
in the presence of:               )


/s/Colin Roden (sgd)                  /s/L Burger (sgd)
-----------------------------------   ------------------------------------------
Signature                             Signature

   COLIN RODEN                           LINDA BURGER
----------------------------------    ------------------------------------------
Print name                            Print name

First VP                                 VP
----------------------------------    ------------------------------------------
Office Held                           Office Held



SIGNED on behalf of               )
<PAGE>
 
                                                                         Page 45
--------------------------------------------------------------------------------

ROYAL BANK OF CANADA              )
by its attorney                   )
in the presence of:               )   /s/J R Secker (sgd)
                                      ------------------------------------------
                                      Signature

/s/ P Squires (sgd)                      JOHN RICHMOND SECKER
----------------------------------    ------------------------------------------
Witness                               Print name


    PHILLIP E SQUIRES
----------------------------------    
Print name



SIGNED on behalf of               )
STANDARD CHARTERED BANK           )
AUSTRALIA LIMITED                 )
by its attorney                   )
in the presence of:               )   /s/M Abell (sgd)
                                      ------------------------------------------
                                      Signature

/s/G D Smith (sgd)                       MARK ABELL
----------------------------------    ------------------------------------------
Witness                               Print name


   GLENN DOUGLAS SMITH
----------------------------------    
Print name



SIGNED on behalf of               )
FUJI INTERNATIONAL FINANCE        )
(AUSTRALIA) LIMITED               )
by its attorney                   )
in the presence of:               )   /s/P Akers (sgd)
                                      ------------------------------------------
                                      Signature

/s/M Abell (sgd)                         PAUL AKERS
----------------------------------    ------------------------------------------
Witness                               Print name


   MARK ABELL
----------------------------------    
Print name
<PAGE>
 
                                                                         Page 46
--------------------------------------------------------------------------------

SIGNED on behalf of               )
THE FIRST NATIONAL BANK OF        )
CHICAGO by its authorised         )
signatories in the presence of:   )



/s/ Simes (sgd)                       /s/Paul Shinkfield (sgd)
----------------------------------    ------------------------------------------
Witness                               Signature


  ERICA SIMES                            PAUL SHINKFIELD
----------------------------------    ------------------------------------------
Print name                            Print name


                                         FIRST VICE PRESIDENT
__________________________________    ------------------------------------------
Office held                           Office held



SIGNED on behalf of               )
BA AUSTRALIA LIMITED              )
by its attorney                   )
in the presence of:               )   /s/A Cougle (sgd)
                                      ------------------------------------------
                                      Signature

/s/E Simes (sgd)                         ADAM COUGLE
----------------------------------    ------------------------------------------
Witness                               Print name


   ERICA SIMES
----------------------------------    
Print name
<PAGE>
 
                                                                         Page 47
--------------------------------------------------------------------------------

                                   SCHEDULE


                                 PARTICIPANTS

<TABLE>
<CAPTION>
      1                             2                    3             4     
LEAD MANAGERS                  ADDRESS FOR            TRANCHE A     TRANCHE B
CORRESPONDENCE                 COMMITMENT             COMMITMENT               
                                                       (A)$          (A$) 
<S>                            <C>                    <C>           <C>        
National Australia Bank Ltd    Level 25,              42,500,000    127,500,000
(ACN 004 044 937)              255 George Street                               
                               SYDNEY NSW 2000                                 
                                                                               
Credit Suisse First Boston     Level 14,               
(ARBN 061 700 712)             101 Collins Street     12,500,000     37,500,000
                               MELBOURNE VIC 3000                              
                                                                               
UBS Australia Limited          Level 4,                                        
(ACN 003 059 461)              7 Macquarie Place      12,500,000     37,500,000
                               SYDNEY NSW 2000                                 
                                                                               
MANAGERS                                                                       
                                                                               
Royal Bank of Canada           Level 7                 8,750,000     26,250,000
(ARBN 076 940 880)             Challis House                                   
                               4 Martin Place                                  
                               SYDNEY  NSW  2000                               
                                                                               
Standard Chartered Bank        Level 11                7,500,000     22,500,000
Australia Limited              345 George Street                               
(ACN 008 282 897)              SYDNEY  NSW  2000                               
                                                                               
Fuji International             Level 28                5,000,000     15,000,000
Finance (Australia)            Maritime Centre                                 
Limited                        201 Kent Street                                 
(ACN 002 977 111)              SYDNEY  NSW  2000                               
                                                                               
The First National Bank        Level 32                5,000,000     15,000,000
of Chicago                     60 Margaret Street                              
(ARBN 065 752 918)             SYDNEY  NSW  2000                               
                                                                               
BA Australia Limited           Level 18                6,250,000     18,750,000
(ACN 004 617 341)              135 King Street
                               SYDNEY  NSW  2000
</TABLE>
<PAGE>
 
                                                                         Page 48
--------------------------------------------------------------------------------

                                  ANNEXURE A

                                DRAWDOWN NOTICE

To:   [AGENT]

            CASE CREDIT AUSTRALIA PTY LTD - DRAWDOWN NOTICE NO. [*]

We refer to the Bill Facility Agreement dated [*] 1997 (the FACILITY AGREEMENT).

Under clause 5 of the Facility Agreement we give you irrevocable notice as
follows:

(1)   we wish to draw on [*] 19[*] (the DRAWDOWN DATE) [on a same day basis];
      [NOTE:__DATE IS TO BE A BUSINESS DAY.]

(2)   the total principal amount to be drawn is [*];
      [NOTE:__AMOUNT TO COMPLY WITH THE LIMITS IN CLAUSE 3.]

(3)   particulars of each Segment are as follows:

      PRINCIPAL AMOUNT            FUNDING PERIOD                      TRANCHE



[NOTE:__AMOUNTS TO COMPLY WITH CLAUSE [6] AND LENGTH OF FUNDING PERIOD TO COMPLY
WITH CLAUSE [7].]

(4)   we request that the proceeds be remitted to account number [*] at [*];
      [NOTE:__THE ACCOUNT(S) TO BE COMPLETED ONLY IF FUNDS NOT REQUIRED IN
      REPAYMENT OF ANY PREVIOUS SEGMENT(S).]

(5)   we represent and warrant on behalf of the Borrower that:

      (a)    [(except as disclosed in paragraph (c)] the representations and
             warranties in the Facility Agreement are true as though they had
             been made at the date of this Drawdown Notice and the Drawdown Date
             specified above in respect of the facts and circumstances then
             subsisting, except that no representation is made by the Borrower
             under clause 15.1(f)(ii) of the Facility Agreement; [and]

      (b)    [(except as disclosed in paragraph (c)] no Event of Default or
             Potential Event of Default is subsisting or will result from the
             drawing; [and]

      [(c)   details of the exceptions to paragraphs (a) and (b) are as follows:
             [*], and we [have taken/propose] the following remedial action
             [*][./; and]
      [NOTE:__INCLUSION OF A STATEMENT UNDER PARAGRAPH (B) SHALL NOT PREJUDICE
      THE CONDITIONS PRECEDENT IN THE AGREEMENT.]

(6)   we request that each [relevant] Participant prepare, complete, sign and
      deliver the Bills to be comprised in [each/the] Segment on our behalf;

[(7)  we attach a copy of the agreement related to this Drawdown Notice as
      required by clause 3.2 of the Facility Agreement.]
<PAGE>
 
                                                                         Page 49
--------------------------------------------------------------------------------

Definitions in the Facility Agreement apply in this Drawdown Notice.


On behalf of CASE CREDIT AUSTRALIA PTY LIMITED


By:                        [Authorised Officer]


DATED                                    19[*]
<PAGE>
 
                                                                         Page 50
--------------------------------------------------------------------------------

                                  ANNEXURE B

                           VERIFICATION CERTIFICATE

To:  [AGENT] for itself and as Agent for the Participants under the Facility
Agreement defined below, and its respective substitutes and assigns.


                                 [*] FACILITY

I [*] am a director of Case Credit Australia Pty Limited of [*] (the COMPANY).

I refer to the Bill Facility Agreement (the FACILITY AGREEMENT) dated [*] 1997
between the Company as Borrower, National Australia Bank Limited as Agent and
the Participants named in it.

Definitions in the Facility Agreement apply in this Certificate.

I CERTIFY as follows.

1.    Attached to this Certificate are complete and up to date copies of:

      (a)    the memorandum and articles of association of the Company (marked
             A);

      (b)    a duly registered power of attorney granted by the Company for the
             execution of each Transaction Document to which it is expressed to
             be a party (marked B). That power of attorney has not been revoked
             or suspended by the Company and remains in full force and effect;
             and

      (c)    the Revolving Credit Agreement and the Support Agreement (marked C
             and D respectively).

2.    The following are signatures of the Authorised Officers of the Company.


      NAME                 POSITION            SIGNATURE                      
                                                                              
      *                    *                   ________________________________ 
                                                                              
      *                    *                   ________________________________
                                                                              
      *                    *                   ________________________________
<PAGE>
 
                                                                         Page 51
--------------------------------------------------------------------------------

Signed: _______________________________
        Director


        _______________________________   
        Print name


DATED                      1997
<PAGE>
 
                                                                         Page 52
--------------------------------------------------------------------------------

                                  ANNEXURE C

                           SUBSTITUTION CERTIFICATE

                         for a Participation of A$[*]


relating to the Bill Facility Agreement (the FACILITY AGREEMENT) dated [*] 1997
between Case Credit Australia Pty Limited as Borrower, National Australia Bank
Limited as Agent and the Participants named in that agreement between:

1.    [NAME] (the SUBSTITUTE PARTICIPANT);

2.    [NAME] (the RETIRING PARTICIPANT); and

3.    [*] (the AGENT) for itself and on behalf of the other parties to the
      Facility Agreement.


IT IS AGREED as follows.

1.    DEFINITIONS

1.1   In this Certificate definitions in the Facility Agreement and the
      following definitions apply unless the context requires otherwise.

      SUBSTITUTED PARTICIPATION means the Commitment of the Retiring Participant
      [and the participation in the outstanding Bills drawn under that
      Commitment] [in respect of the following Segments:] [NOTE:__TO BE INSERTED
      IF ONLY PART OF PARTICIPATION IS BEING SUBSTITUTED.]

      DATE           FUNDING PERIOD            AMOUNT OF                 TRANCHE
                                               PARTICIPATION



      amounting to a principal amount of A$[*].

      SUBSTITUTION DATE means the date of countersignature of this Certificate
      by the Agent [or [*] whichever is the later]. [NOTE:__INSERT ANY OTHER
      DATE OR DATES AS APPROPRIATE.]

1.2   Clause 1.2 of the Facility Agreement applies to this Certificate.

2.    SUBSTITUTION

2.1   RELEASE OF RETIRING PARTICIPANT

      The Retiring Participant will cease to be entitled to and bound by its
      rights and obligations as a Participant under the Transaction Documents
      [relating to the Substituted Participation] [NOTE:__INSERT IF ONLY PART OF
      COMMITMENT ASSUMED] with effect from and including the
<PAGE>
 
                                                                         Page 53
--------------------------------------------------------------------------------

      Substitution Date. It will remain entitled to and bound by rights and
      obligations which accrue up to the Substitution Date.

2.2   ASSUMPTION BY SUBSTITUTE PARTICIPANT

      With effect from and including the Substitution Date:

      (a)    the Substitute Participant and each of the parties to the Facility
             Agreement will assume obligations towards each other and acquire
             rights against each other which are identical to the rights and
             obligations which cease under clause 2.1, except to the extent the
             obligations so assumed and rights so acquired relate to the
             identity of or location of the Substitute Participant and not to
             the identity of or location of the Retiring Participant; and

      (b)    the Substitute Participant will be taken to be a party to the
             Facility Agreement as a Participant with a Commitment [and
             participation in the Principal Outstanding] equal to the
             Substituted Participation.

3.    INDEPENDENT ASSESSMENT BY SUBSTITUTE PARTICIPANT

      Without limiting the generality of clause 2 the Substitute Participant
      agrees as specified in clauses 30.5 (EXONERATION) and 30.12 (INDEPENDENT
      INVESTIGATION OF CREDIT) of the Facility Agreement. Those clauses apply
      (subject to any agreement to the contrary) as if references to the Agent
      included the Retiring Participant. This Certificate is a Transaction
      Document for the purposes of the Facility Agreement.

4.    PAYMENTS

      From and including the Substitution Date the Agent shall make all payments
      due under the Transaction Documents in relation to the Substituted
      Participation to the Substitute Participant. The Retiring Participant and
      the Substitute Participant will make directly between themselves those
      payments and adjustments which they agree with respect to accrued
      interest, fees, costs and other amounts attributable to the Substituted
      Participation before the Substitution Date.

5.    OUTSTANDING BILLS

      (a)    For the purpose of the Facility Agreement the Substitute
             Participant will be taken to have accepted any outstanding Bills
             accepted by the Retiring Participant included in the Substituted
             Participation. The Substitute Participant shall indemnify
             unconditionally the Retiring Participant against any liability of
             the Retiring Participant as acceptor of the Bills.

      (b)    The indemnity of the Borrower under clause 9 of the Facility
             Agreement extends to any liability of the Substitute Participant
             under this clause.

6.    WARRANTY

      The Retiring Participant and the Substitute Participant jointly and
      severally represent and warrant to the other parties that clause 29.2(c)
      and (d) of the Facility Agreement has been complied with in relation to
      the Substitute Participant.

7.    NOTICES
<PAGE>
 
                                                                         Page 54
--------------------------------------------------------------------------------

      For the purpose of the Facility Agreement, the address for correspondence
      of the Substitute Participant is the address set out below.

8.    REGISTRATION FEE

      A registration fee of A$750 is payable to the Agent on delivery of this
      Certificate to the Agent.

9.    LAW

      This Certificate is governed by the laws of [*].


Signed by the authorised representatives of the parties in the Australian
Capital Territory.


THE RETIRING PARTICIPANT

[NAME]



by: ________________________________ 



THE SUBSTITUTE PARTICIPANT

[NAME]


by: ________________________________ 


Address for correspondence:
[Telex No.]


Countersigned by an Authorised Officer of the Agent for itself and for the other
parties to the Facility Agreement.


THE AGENT

[NAME]


by: ________________________________ 
<PAGE>
 
                                                                  CONFORMED COPY
                                                                 NEW SOUTH WALES
                                                              STAMP DUTY PAID $2


                       CASE CREDIT AUSTRALIA PTY LIMITED

                                  (Borrower)



 
                      __________________________________

                            BILL FACILITY AGREEMENT

                      __________________________________
                                       



                       A$400,000,000 SYNDICATED FACILITY

                     GUARANTEED BY CASE CREDIT CORPORATION

                                - ARRANGED BY -
                        NATIONAL AUSTRALIA BANK LIMITED
<PAGE>
 
________________________________________________________________________________

                       T A B L E   O F   C O N T E N T S
                                        
________________________________________________________________________________

<TABLE>
<S>                                                                        <C> 
1.   DEFINITIONS AND INTERPRETATION                                          1
                                                               
     1.1  Definitions                                                        1
     1.2  Interpretation                                                     8
     1.3  Outstanding Bills                                                  9
     1.4  Principal amount                                                   9
     1.5  Document or agreement                                              9
     1.6  Determination, statement and certificate                           9
     1.7  Current accounting practice                                        9
     1.8  Failure to notify                                                  9
                                                               
2.   PURPOSE                                                                10
                                                                             
3.   COMMITMENT                                                             10
                                                               
     3.1  Commitments                                                       10
     3.2  Allocation among Participants                                     10
     3.3  Obligations several                                               10
     3.4  Enforcement through Agent                                         11
                                                               
4.   CANCELLATION OF COMMITMENTS - REDUCTION OF PRINCIPAL                   11
                                                                             
     4.1  Repayment Dates                                                   11
     4.2  Reduction of Principal Outstanding                                11
     4.3  Voluntary early cancellation                                      11
     4.4  Extension of Tranche A Repayment Date                             11
     4.5  Application against Commitments                                   12
     4.6  Allocation among Participants                                     12
     4.7  Notification                                                      12
                                                                             
5.   DRAWDOWN NOTICES                                                       12
                                                                             
     5.1  When notice to be given                                           12
     5.2  Funds drawn on same day basis                                     12
     5.3  Notification of Participants                                      12
                                                                             
6.   PRINCIPAL AMOUNT OF SEGMENTS                                           12
                                                                              
7.   SELECTION OF FUNDING PERIODS                                           13
                                                                              
8.   PROCEDURE                                                              13
                                                                             
     8.1  Preparation of Bills                                              13
     8.2  Requirements of Bills                                             13
     8.3  Authority of Participants to prepare Bills                        14
     8.4  Restriction on use of Bills by Agent and Participants             14
     8.5  Notification of BBR                                               14
     8.6  Acceptance and discount                                           14
     8.7  Variation of procedures, Same Day Segments                        14
</TABLE> 
<PAGE>
 
                                                                         Page ii
--------------------------------------------------------------------------------

<TABLE> 
<S>                                                                         <C> 
9.  INDEMNITY AND CASH COVER                                                15
                                                                             
     9.1  Indemnity                                                         15
     9.2  Cash cover                                                        15
                                                                             
10.  ROLLOVER                                                               15
                                                                             
     10.1  Netting off                                                      15
     10.2  Overdraft if no rollover                                         15
                                                                             
11.  FEES                                                                   16
                                                                             
     11.1  Facility fee                                                     16
     11.2  Calculation and payment                                          16
     11.3  Agency fee                                                       16
                                                                             
12.  PAYMENTS                                                               17
                                                                             
     12.1  Manner                                                           17
     12.2  Payment to be made on Business Day                               17
     12.3  Distribution by Agent                                            17
     12.4  Appropriation where insufficient moneys available                17
     12.5  Unanticipated default                                            17
     12.6  Rounding                                                         17
                                                                             
13.  CHANGES IN LAW                                                         18
                                                                             
     13.1  Additional payments                                              18
     13.2  Minimisation                                                     19
     13.3  Survival of obligations                                          19
     13.4  Cancellation on increased costs                                  19
                                                                              
14.  CONDITIONS PRECEDENT                                                   19
                                                                              
     14.1  Conditions precedent to first Drawdown Notice                    19
     14.2  Conditions precedent to each Segment                             20
                                                                             
15.  REPRESENTATIONS AND WARRANTIES                                         20
                                                                              
     15.1  Representations and warranties                                   20
     15.2  Reliance on representations and warranties                       22
                                                                              
16.  UNDERTAKINGS                                                           22
                                                                             
     16.1  General undertakings                                             22
     16.2  Term of undertakings                                             25
                                                                             
17.  EVENTS OF DEFAULT                                                      26
                                                                             
     17.1  Events of Default                                                26
     17.2  Consequences                                                     28
</TABLE> 
<PAGE>
 
                                                                        Page iii
--------------------------------------------------------------------------------

<TABLE>                                                                      
<S>                                                                         <C>
     17.3  Cash cover for Bills                                             28
                                                                             
18.  INTEREST ON OVERDUE AMOUNTS                                            29
                                                                             
     18.1  Accrual                                                          29
     18.2  Payment                                                          29
                                                                             
19.  INDEMNITY AND COSTS                                                    29
                                                                             
     19.1  Indemnity                                                        29
     19.2  Costs                                                            30
                                                                             
20.  CONTROL ACCOUNTS                                                       30
                                                                             
21.  STAMP DUTY                                                             30
                                                                             
22.  SET-OFF                                                                30
                                                                             
23.  NO WAIVERS                                                             31
                                                                             
24.  SEVERABILITY OF PROVISIONS                                             31
                                                                             
25.  SURVIVAL OF REPRESENTATIONS                                            31
                                                                             
26.  INDEMNITIES AND REIMBURSEMENT OBLIGATIONS                              31
                                                                             
27.  MORATORIUM LEGISLATION                                                 31
                                                                             
28.  CONSENTS AND OPINIONS                                                  31
                                                                             
29.  ASSIGNMENTS                                                            31
                                                                             
     29.1  Assignment by Borrower                                           31
     29.2  Assignment by Participants                                       32
     29.3  Substitution certificates                                        32
     29.4  Disclosure                                                       33
     29.5  No increased costs                                               33
                                                                             
30.  RELATIONSHIP OF PARTICIPANTS TO AGENT                                  33
                                                                             
     30.1  Authority                                                        33
     30.2  Instructions; extent of discretion                               33
     30.3  No obligation to investigate authority                           33
     30.4  Agent not a fiduciary                                            34
     30.5  Exoneration                                                      34
     30.6  Delegation                                                       34
     30.7  Reliance on documents and experts                                34
     30.8  Notice of transfer                                               34
     30.9  Notice of default                                                34
     30.10 Agent as Participant and banker                                  35
     30.11 Indemnity to Agent                                               35
     30.12 Independent investigation of credit                              35
</TABLE> 
<PAGE>
 
                                                                         Page iv
--------------------------------------------------------------------------------

<TABLE> 
<S>                                                                         <C>
     30.13  No monitoring                                                   35
     30.14  Information                                                     35
     30.15  Replacement of Agent                                            36
     30.16  Amendment of Transaction Documents                              36
                                                                             
31.  PROPORTIONATE SHARING                                                  37
                                                                             
     31.1  Sharing                                                          37
     31.2  Refusal to join in action                                        37
     31.3  Sharing when Bills repaid directly                               37
                                                                             
32.  AGENT DEALINGS                                                         38
                                                                             
33.  NOTICES                                                                38
                                                                             
34.  AUTHORISED OFFICERS                                                    39
                                                                             
35.  GOVERNING LAW AND JURISDICTION                                         39
                                                                             
36.  COUNTERPARTS                                                           39
                                                                             
37.  ACKNOWLEDGEMENT BY BORROWER                                            39
</TABLE>