<PAGE>
 
                               SECOND AMENDMENT


          SECOND AMENDMENT, dated as of August 25, 1997 (this "Second
Amendment"), to the Credit Agreement, dated as of August 23, 1996 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among CASE CREDIT CORPORATION, a Delaware corporation (the "U.S. Borrower"),
each FOREIGN SUBSIDIARY BORROWER (as therein defined) (together with the U.S.
Borrower, the "Borrowers"), the Co-Agents named on the signature pages thereof
(the "Co-Agents"), the Lead Managers named on the signature pages thereof (the
"Lead Managers"), the several banks and other financial institutions from time
to time parties thereto (the "Lenders") and THE CHASE MANHATTAN BANK, a New York
banking corporation (as therein defined, the "Administrative Agent"), as
administrative agent for the Lenders thereunder.


                             W I T N E S S E T H:
                             ------------------- 


          WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrowers; and

          WHEREAS, the Borrowers have requested, and, upon this Second Amendment
becoming effective, the Majority Lenders have agreed, that certain provisions of
the Credit Agreement be amended in the manner provided for in this Second
Amendment;

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          1.   Defined Terms. Terms defined in the Credit Agreement and not
otherwise defined herein shall have the meanings given to them in the Credit
Agreement.

          2.   Amendments to Section 1 of the Credit Agreement. Subsection 1.1
of the Credit Agreement is amended by (a) deleting in their entirety the
definitions of "Case Credit Debt" and "Indebtedness" contained therein and (b)
inserting the following new definitions in the appropriate alphabetical order:

               "Case Credit Debt": as at any date of determination with respect
          to the U.S. Borrower and its Consolidated Subsidiaries, an amount
          equal to the excess of (a) the sum (without duplication) of (i) all
          Indebtedness (other than Indebtedness referred to in clauses (e)
          through (h) of the definition thereof) of the U.S. Borrower and its
          Consolidated Subsidiaries which in accordance with
<PAGE>

                                                                              2
 
          GAAP would be included as a liability on a consolidated balance sheet
          (excluding the notes thereto) of the U.S. Borrower and its
          Consolidated Subsidiaries as at such date, (ii) all Guarantee
          Obligations of the U.S. Borrower and its Consolidated Subsidiaries in
          respect of Indebtedness (other than Indebtedness referred to in
          clauses (e) through (h) of the definition thereof) as at such date and
          (iii) all obligations of the U.S. Borrower or any of its Subsidiaries
          incurred in connection with any securitization or other asset-backed
          financing of Receivables as at such date to the extent such
          obligations are excluded from the definition of Permitted
          Securitization Obligations as at such date by operation of the proviso
          to the definition thereof, minus (b) to the extent included in clause
          (a) above, the sum (without duplication) of (A) Guarantee Obligations
          of the U.S. Borrower or any of its Subsidiaries in respect of
          Indebtedness of Subsidiaries of the U.S. Borrower and (B) Permitted
          Securitization Obligations as at such date; provided, that Case Credit
          Debt shall in any event exclude Excluded Credit Card Guarantee
          Obligations and Case Subordinated Debt.

               "Case Subordinated Debt": any Indebtedness of the U.S. Borrower
          or any of its Consolidated Subsidiaries to Case or any of its
          Consolidated Subsidiaries (other than Case Credit and its Consolidated
          Subsidiaries) which is subordinated pursuant to subordination
          provisions in substantially the form of Annex A to the Second
          Amendment, dated as of August 25, 1997, to this Agreement.

               "Case Vendor Financing": financing which is provided by a Person
          other than Case or one of its Subsidiaries or Affiliates to a customer
          of Case or one of its Subsidiaries or Affiliates.

               "Indebtedness": of any Person at any date, without duplication,
          (a) all indebtedness of such 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
          such Person which is evidenced by a note, bond, debenture or similar
          instrument, (c) all obligations of such Person as lessee under
          Financing Leases, (d) all obligations of such Person in respect of
          acceptances issued or created for the account of such Person, (e) all
          liabilities secured by any Lien on any property owned by such Person
          even though such Person has not assumed or otherwise become liable for
          the payment thereof, (f) all net liabilities of such Person in respect
          of Interest Rate Agreements, (g) all Guarantee Obligations in respect
          of Indebtedness referred to in clauses (a) through (f) (or any of
          them) of this definition and (h) if such Person is the U.S. Borrower
          or any of its Subsidiaries, all obligations of the U.S. Borrower or
          any such Subsidiary incurred in connection with any securitization or
          other asset-
<PAGE>
                                                                              3
 
          backed financing of Receivables to the extent such obligations are
          excluded from the definition of Permitted Securitization Obligations
          by operation of the proviso to the definition thereof; provided,
          however, notwithstanding the foregoing, Permitted Vendor Financing
          Obligations shall not constitute Indebtedness under this definition.

               "Permitted Vendor Financing Obligations": any Guarantee
          Obligation of the U.S. Borrower or its Consolidated Subsidiaries in
          respect of Case Vendor Financing, but only to the extent that the
          underlying principal amount of Indebtedness subject to such Guarantee
          Obligation is secured or otherwise funded by the U.S. Borrower or its
          Consolidated Subsidiaries with cash or other marketable instruments
          (including, without limitation, pledges of deposit accounts, notes,
          bonds certificates of deposit, or other documents or instruments
          evidencing such funds).

               "Threshold Amount":  U.S.$60,000,000.

          3.   Amendment to Section 10 of the Credit Agreement. Subsection
10.7(c) of the Credit Agreement is amended by deleting the phrase "$60,000,000
or more" contained therein and inserting in lieu thereof the phrase "equal to or
greater than the Threshold Amount".

          4.   Amendment to Section 11 of the Credit Agreement. Subsection 11.2
of the Credit Agreement is amended by (a) deleting the word "and" at the end of
paragraph (h) thereof, (b) relettering paragraph (i) thereof to become paragraph
(j) thereof and by deleting the phrase "paragraphs (a) through (h)" contained in
such paragraph (j) in its entirety and inserting in lieu thereof the phrase
"paragraphs (a) through (i)" and (c) inserting the following new paragraph (i)
thereto:

               (i)  Liens on funds (including on deposit accounts, notes, bonds,
          certificates of deposit, or other documents or instruments evidencing
          such funds) in favor of a Person which is providing Case Vendor
          Financing where such funds have been provided to such Person directly
          or indirectly by the U.S. Borrower or any of its Subsidiaries to fund
          such Case Vendor Financing; and

          5.   Amendment to Section 13 of the Credit Agreement. (a) Section
13(e) of the Credit Agreement is amended by deleting the amount "$60,000,000"
contained therein and inserting in lieu thereof the phrase "equal to the
Threshold Amount".

          (b)  Section 13(h) of the Credit Agreement is amended by deleting the
phrase "of $60,000,000 or more" contained therein and inserting in lieu thereof
the phrase "in an amount equal to or greater than the Threshold Amount".
<PAGE>
                                                                              4
 
          6.   Conditions to Effectiveness. This Second Amendment shall become
effective on the date (the "Second Amendment Effective Date") on which the
Borrowers, the Administrative Agent and the Majority Lenders shall have executed
and delivered to the Administrative Agent this Second Amendment.

          7.   Representations and Warranties. The representations and
warranties made by the Borrowers in the Credit Agreement are true and correct in
all material respects on and as of the Second Amendment Effective Date, after
giving effect to the effectiveness of this Second Amendment, as if made on and
as of the Second Amendment Effective Date.

          8.   No Other Amendments; Confirmation. Except as expressly amended,
modified and supplemented hereby, the provisions of the Credit Agreement are and
shall remain in full force and effect.

          9.   Governing Law. This Second Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.

          10.  Counterparts. This Second Amendment may be executed by one or
more of the parties to this Second Amendment on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Second
Amendment signed by all the parties shall be lodged with the U.S. Borrower and
the Administrative Agent. This Second Amendment may be delivered by facsimile
transmission of the relevant signature pages hereof.
<PAGE>
 
                                                                               5


          IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.



                              CASE CREDIT CORPORATION


                              By:  /s/ Peter Hong
                                 ---------------------------
                                       Peter Hong
                              Title:   Treasurer


                              THE CHASE MANHATTAN BANK, as
                               Administrative Agent and a Lender


                              By:  /s/ Thomas H. Kozlark
                                 ---------------------------
                                       Thomas H. Kozlark
                              Title:   Vice President


                              THE ASAHI BANK, LTD., CHICAGO BRANCH


                              By:  /s/ Nobuo Suzuki      
                                 ---------------------------
                                       Nobuo Suzuki     
                              Title:   General Manager


                              AUSTRALIA AND NEW ZEALAND BANKING
                              GROUP LIMITED


                              By:  /s/ Robert Stan
                                 ---------------------------
                                       Robert Stan
                              Title:   First Vice President


                              BANK OF AMERICA ILLINOIS


                              By:  /s/ M. Veon?? Bennett    
                                 ---------------------------
                                       M. Veon?? Bennett    
                              Title:   Managing Director
<PAGE>
 
                                                                               6


                              BANK OF HAWAII


                              By:
                                  ---------------------------
                              Title: Vice President


                              BANK OF MONTREAL


                              By: /s/ Peter E. Walsh              
                                  ---------------------------
                                      Peter E. Walsh
                              Title:  Director


                              THE BANK OF NEW YORK


                              By: /s/ Mark Fritz
                                  ----------------------------
                                      Mark Fritz
                              Title:  Assistant Vice President


                              THE BANK OF NOVA SCOTIA


                              By: /s/ F.C.H. Ashby
                                  ----------------------------------
                                      F.C.H. Ashby
                              Title:  Senior Manager Loan Operations


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


                              THE BANK OF TOKYO-MITSUBISHI LTD., CHICAGO BRANCH


                              By: /s/ Hajime Watanabe
                                  ---------------------------
                                      Hajime Watanabe
                              Title:  Deputy General Manager

<PAGE>
 
                                                                               7

                              BANQUE NATIONALE DE PARIS

                              By: /s/ Jo Ellen Bender
                                  ---------------------------------------------
                                      Jo Ellen Bender
                              Title: Vice President & Manager


                              CAISSE NATIONALE DE CREDIT AGRICOLE

                              By: /s/ W. Leroy Startz
                                  ---------------------------------------------
                                      W. Leroy Startz
                              Title: First Vice President


                              CANADIAN IMPERIAL BANK OF COMMERCE

                              By: /s/ Timothy E. Doyle
                                  ---------------------------------------------
                                      Timothy E. Doyle
                              Title: Managing Director, CIBC Wood Gundy
                                     Securities Corp., as Agent


                              CITIBANK, N.A.

                              By: /s/ Marjorie Futornick
                                  ---------------------------------------------
                                      Marjorie Futornick
                              Title: Vice President


                              COMMERZBANK AKTIENGESELLSCHAFT, CHICAGO BRANCH

                              By: /s/ Paul Karlin
                                  ---------------------------------------------
                                      Paul Karlin
                              Title: Assistant Vice President

                              By: /s/ J. Timothy Shortly
                                  ---------------------------------------------
                                      J. Timothy Shortly
                              Title: Senior Vice President
<PAGE>
 
                                                                               8


                              COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
                              B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH

                              By: /s/ Johannes F. Krenkhoven
                                  --------------------------------------------- 
                                      Johannes F. Krenkhoven
                              Title:  Vice President

                              By: /s/ W. Pieter C. Kodde
                                  --------------------------------------------- 
                                      W. Pieter C. Kodde
                              Title:  Vice President


                              CREDIT LYONNAIS CHICAGO BRANCH

                              By: /s/ Mary Ann Klemm
                                  --------------------------------------------- 
                                      Mary Ann Klemm
                              Title:  Vice President


                              CREDIT SUISSE FIRST BOSTON

                              By: /s/ Geoffrey M. Craig
                                  --------------------------------------------- 
                                      Geoffrey M. Craig
                              Title:  Vice President

                              By: /s/ William P. Murray
                                  --------------------------------------------- 
                                      William P. Murray
                              Title:  Vice President


                              THE FIRST NATIONAL BANK OF CHICAGO

                              By: 
                                  --------------------------------------------- 
                              Title: Authorized Agent

<PAGE>
 
                                                                               9


                              FIRST UNION NATIONAL BANK OF NORTH CAROLINA

                              By:
                                  ---------------------------------------------
                              Title: Vice President


                              THE FUJI BANK, LIMITED

                              By: /s/ Peter L. Chinnici
                                  ---------------------------------------------
                                      Peter L. Chinnici
                              Title:  Joint General Manager


                              THE INDUSTRIAL BANK OF JAPAN, LTD.

                              By: 
                                  ---------------------------------------------
                              Title: Joint General Manager


                              THE LTCB TRUST COMPANY, NEW YORK

                              By: /s/ Douglas A. Whiddon
                                  ---------------------------------------------
                                      Douglas A. Whiddon
                              Title:  Senior Vice President


                              MELLON BANK, N.A.

                              By: /s/ J. M. Anderson
                                  ---------------------------------------------
                                      J. M. Anderson
                              Title:  Vice President


                              THE MITUSI TRUST & BANKING COMPANY, LTD. - 
                              NEW YORK BRANCH

                              By:
                                  ---------------------------------------------
                              Title: Vice President Corporate Finance
<PAGE>
 
                                                                              10


                               MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                              By: /s/ Charles H. King
                                 ---------------------------
                                      Charles H. King
                              Title:  Vice President


                              NATIONAL AUSTRALIA BANK LIMITED


                              By: /s/ ?????????
                                 ---------------------------
                              Title:  Vice President


                              NATIONSBANK, N.A.


                              By: /s/ Charey?? Carol?? Daly
                                 ---------------------------
                                      Charey?? Carol?? Daly
                              Title:  Vice President


                              NORDDEUTSCHE LANDESBANK GIROZENTRALE NEW YORK
                              BRANCH AND/OR CAYMAN ISLANDS BRANCH


                              By: /s/ Stephen K. Hunter    
                                 ---------------------------
                                      Stephen K. Hunter      
                              Title:  SVP


                              By: /s/ Josef Haas           
                                 ---------------------------
                                      Josef Haas           
                              Title:  AVP


                              THE NORTHERN TRUST COMPANY


                              By:  /s/ ?????????????????????
                                 ---------------------------
                              Title:  Officer
<PAGE>
 
                                                                              11


                              ROYAL BANK OF CANADA


                              By: /s/ Patrick K. Shields
                                  -------------------------
                                      Patrick K. Shields
                              Title:  Senior Manager


                              THE SAKURA BANK, LIMITED


                              By: /s/ Shunji Sakurai
                                  -------------------------
                                      Shunji Sakurai
                              Title:  Joint General Manager


                              THE SANWA BANK, LIMITED, CHICAGO BRANCH


                              By: /s/ Joseph P. Howard
                                  -------------------------
                                      Joseph P. Howard
                              Title:  Vice President


                              SOCIETE GENERALE


                              By: /s/ Beth Young
                                  -------------------------
                                      Beth Young
                              Title:  Vice President


                              THE SUMITOMO BANK, LTD. CHICAGO BRANCH


                              By: /s/ Hiroyuki Iwami
                                  --------------------------
                                      Hiroyuki Iwami
                              Title:  Joint General Manager


                              THE SUMITOMO TRUST & BANKING CO., LTD. 
                                NEW YORK BRANCH


                              By: /s/ Suraj Phatia
                                  --------------------------
                                      Suraj Phatia
                              Title:  Senior Vice President

<PAGE>
 
                                                                              12



                              THE TOKAI BANK, LIMITED CHICAGO BRANCH


                              By: /s/ Masanori Nakagawa
                                  ___________________________
                                      Masanori Nakagawa
                              Title:  Joint General Manager 


                              TORONTO DOMINION (TEXAS), INC.


                              By: /s/ Frederic B. Hawley
                                  ___________________________
                                      Frederic Hawley
                              Title:  Vice President


                              UNION BANK OF CALIFORNIA, N.A.


                              By: /s/ ??????????????
                                  ___________________________
                                      ??????????????
                              Title:  Assistant Vice President


                              By:___________________________
                              Title:


                              UNION BANK OF SWITZERLAND, NEW YORK BRANCH


                              By: /s/ Christopher C. Glockler
                                  ___________________________
                                      Christopher C. Glockler
                              Title:  Director


                              By: /s/ Mary Turnbach
                                  ___________________________
                                      Mary Turnbach
                              Title:  Assistant Treasurer
  
<PAGE>
 
                                                                              13


                              WACHOVIA BANK OF GEORGIA, N.A.


                              By: /s/ Elizabeth Schrock
                                 ----------------------------
                                      Elizabeth Schrock
                              Title:  Vice President


                              WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK
                              BRANCH


                              By: /s/ Salvatore Battinelli
                                 ----------------------------
                                      Salvatore Battinelli
                              Title:  Vice President


                              By: /s/ Lisa Walker
                                 ----------------------------
                                      Lisa Walker
                              Title:  Associate


                              THE YASUDA TRUST & BANKING COMPANY, LTD.


                              By: /s/ Joseph C. Meek     
                                 ----------------------------
                                      Joseph C. Meek     
                              Title:  Deputy General Manager

<PAGE>
 
                                                                         Annex A
                                                                         -------


                       FORM OF SUBORDINATION PROVISIONS


          1.   This Note shall be subordinate and junior in right of payment to
all indebtedness, obligations and liabilities of the Case Credit Corporation
(the "Company") and its subsidiaries (including indebtedness of others
guaranteed by the Company, but excluding trade liabilities incurred in the
ordinary course of business and payable in accordance with customary practices),
whether now existing or hereafter created, including, without limitation, all
indebtedness, obligations and liabilities of the Company arising out of or in
connection with the Revolving Credit and Guarantee Agreement, dated as of August
23, 1996 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Company, the Foreign Subsidiary Borrowers parties
thereto, the Co-Agents named therein, the Lead Managers named therein, the
several banks and other financial institutions from time to time parties thereto
(the "Lenders") and The Chase Manhattan Bank, as Administrative Agent, or
otherwise, including, without limitation, principal, interest (including any
interest accruing subsequent to the commencement of bankruptcy, insolvency or
similar proceedings with respect to the Company or any of its subsidiaries
whether or not such interest constitutes an allowed claim in any such
proceeding) and commitment and facility fees (said indebtedness, obligations and
liabilities being hereinafter called the "Superior Indebtedness").

          2.   As used in this Note the term "subordinate and junior in right of
payment" shall mean that:

          (a) No part of this Note shall have any claim to the assets of the
     Company or any of its subsidiaries on a parity with or prior to the claim
     of the Superior Indebtedness.  Unless and until the Superior Indebtedness
     shall have been paid in full, the holder of this Note will not take, demand
     or receive, and neither the Company nor its subsidiaries will make, give or
     permit, directly or indirectly, by set-off, redemption, purchase or in any
     other manner, any payment or security for the whole or any part of the
     principal of or interest on this Note, provided, however, that so long as
     no Default or Event of Default described in the Credit Agreement shall have
     occurred and be continuing, or would be in existence immediately after
     giving effect thereto, the Company or its subsidiaries may pay principal,
     interest and fees on the indebtedness evidenced hereby when and as, and
     only when and as, the same becomes due and payable in accordance with the
     terms and conditions hereof in effect on the date hereof.

          (b) In the event of any distribution, division or application, partial
     or complete, voluntary or involuntary, by operation of law or otherwise, of
     all or any part of the property, assets or business of the Company, its
     Material Subsidiaries (as such term is defined in the Credit Agreement), or
     any subsidiary which is a debtor pursuant to the terms hereof (each a
     "Debtor Subsidiary"), or the proceeds thereof, to any creditor or creditors
     of the Company, its Material Subsidiaries, or any Debtor Subsidiary, or
     upon any indebtedness of the Company, its Material Subsidiaries or any

<PAGE>

                                                                               2
 
     Debtor Subsidiary, by reason of any liquidation, dissolution or other
     winding up of the Company, any Material Subsidiary, or any Debtor
     Subsidiary, or their businesses or by reason of any sale, receivership,
     insolvency or bankruptcy proceedings or assignment for the benefit of
     creditors or any proceeding by or against the Company, any Material
     Subsidiary or any Debtor Subsidiary for any relief under any bankruptcy,
     reorganization or insolvency law or laws, federal or state, or any law,
     federal or state, relating to the relief of debtors, readjustment of
     indebtedness, reorganization, composition or extension, or in the event of
     the occurrence and during the continuation of any Event of Default
     described in the Credit Agreement, then and in any such event, any payment
     or distribution of any kind or character, whether in cash, property or
     securities which, but for the subordination provisions of this Note, would
     otherwise be payable or deliverable upon or in respect of this Note, shall
     instead be paid over or delivered to the Lenders for application on account
     of the Superior Indebtedness, and the holder of this Note shall not receive
     any such payment or distribution or any benefit therefrom.

          3.   The holder of this Note hereby agrees, under the circumstances
set forth in Paragraph 2(b) hereof, duly and promptly to take such action as may
be requested at any time and from time to time by the Lenders to collect this
Note for the account of the holders of Superior Indebtedness and to file
appropriate proofs of claim in respect thereof, to deliver this Note to the
Lenders on demand therefor, and to execute and deliver such powers of attorney,
assignments or other instruments as may be requested by the Lenders in order to
enable the Lenders to enforce any and all claims upon or in respect of this Note
and to collect and receive any and all payments or distributions which may be
payable or deliverable at any time upon or in respect of this Note.

          4.   Should any payment or distribution or security, or the proceeds
of any thereof, be collected or received by the holder of this Note in respect
of this Note, and such collection or receipt is not expressly permitted
hereunder prior to the payment in full of the Superior Indebtedness, the holder
hereof will forthwith deliver the same to the Lenders, for the account of the
holders of Superior Indebtedness, in precisely the form received (except for the
indorsement or the assignment of the holder hereof where necessary) and, until
so delivered, the same shall be held in trust by the holder hereof as the
property of the holders of Superior Indebtedness.

          5.   Subject to the payment in full of the Superior Indebtedness, the
holder of this Note shall be subrogated to the rights of the holder of Superior
Indebtedness to receive payments or distributions of assets of the Company made
on the Superior Indebtedness until the principal of and interest on this Note
shall be paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of Superior Indebtedness of any cash, property or
securities to which the holder of this Note would be entitled except for these
provisions shall, as between the Company and its subsidiaries, its creditors
other than the holders of Superior Indebtedness and the holder of this Note, be
deemed to be a payment by

<PAGE>

                                                                               3
 
the Company and its subsidiaries to or on account of Superior Indebtedness, it
being understood that these provisions are and are intended solely for the
purpose of defining the relative rights of the holder of this Note, on the one
hand, and the holders of Superior Indebtedness, on the other hand.

          6.   The holder of this Note hereby waives any and all notice of
renewal, extension or accrual of any of the Superior Indebtedness, present or
future, and agrees and consents that without notice to or assent by the holder
hereof:

               (i)  the obligations and liabilities of the Company and its
     subsidiaries or any other party or parties for or upon the Superior
     Indebtedness (and/or any promissory note(s), security document or guaranty
     evidencing or securing the same) may, from time to time, in whole or in
     part, be renewed, extended, modified, amended, accelerated, compromised,
     supplemented, terminated, sold, exchanged, waived or released;

               (ii)  the Lenders may exercise or refrain from exercising any
     right, remedy or power granted by the Credit Agreement or any other
     document creating, evidencing or otherwise related to the Superior
     Indebtedness or at law, in equity, or otherwise, with respect to the
     Superior Indebtedness or any collateral security or lien (legal or
     equitable) held, given or intended to be given therefor (including, without
     limitation, the right to perfect any lien or security interest created in
     connection therewith);

               (iii)  any and all collateral security and/or liens (legal or
     equitable) at any time, present or future, held, given or intended to be
     given for the Superior Indebtedness, and any rights or remedies of the
     Lenders in respect thereof, may, from time to time, in whole or in part, be
     exchanged, sold, surrendered, released, modified, waived or extended by the
     Lenders; and

               (iv)  any balance or balances of funds with the Lenders at any
     time standing to the credit of the Company or any guarantor of any of the
     Superior Indebtedness may, from time to time, in whole or in part, be
     surrendered or released;

all as the Lenders may deem advisable and all without impairing, abridging,
diminishing, releasing or affecting the subordination to the Superior
Indebtedness provided for herein.

          7.    The holder of this Note acknowledges and agrees that the Lenders
have relied upon and will continue to rely upon the subordination provided for
herein in making the loans provided for in the Credit Agreement and in otherwise
extending credit to the Company and its subsidiaries. The holder hereof hereby
waives notice of or proof of reliance hereon and protest, demand for payment and
notice of default.

<PAGE>

                                                                               4
 
          8.  The Lenders shall not be prejudiced in their right to enforce the
subordination contained herein in accordance with the terms hereof by any act or
failure to act on the part of the Company and its subsidiaries.

          9.  The subordination provisions contained herein are for the benefit
of the Lenders and may not be rescinded, cancelled, amended or modified in any
way without the prior written consent thereto of the Lenders.