<PAGE>
 
                                CASE CREDIT LTD.


                                      and


                            CASE CREDIT CORPORATION
                                  as Guarantor


                                      and


                        MONTREAL TRUST COMPANY OF CANADA
                                   as Trustee





                                   INDENTURE
                                        



              Providing for Issuance of Debt Securities in Series

                         Dated as of November 10, 1998
<PAGE>
 
                               TABLE OF CONTENTS
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                                                                        PAGE NO.
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ARTICLE 1  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.............2
     Section 1.1  Definitions..................................................2
     Section 1.2  Compliance Certificates and Opinions........................12
     Section 1.3  Form of Documents Delivered to Trustee......................13
     Section 1.4  Immunity of Incorporators, Stockholders, Officers and
                   Directors..................................................13
     Section 1.5  Singular-Plural, Masculine-Feminine, Etc. ..................13
     Section 1.6  Accounting Terms and Principles.............................13
     Section 1.7  Effect of Headings and Table of Contents....................14
     Section 1.8  Statute References..........................................14
     Section 1.9  Successors and Assigns......................................14
     Section 1.10 Severability Clause.........................................14
     Section 1.11 Benefits of Indenture.......................................14
     Section 1.12 Governing Law...............................................14
     Section 1.13 Payment on a Business Day...................................14
     Section 1.14 Language....................................................14
     Section 1.15 Judgments...................................................15
     Section 1.16 Submission to Jurisdiction..................................15
     Section 1.17 Monetary References.........................................15

ARTICLE 2  ISSUE, EXECUTION AND REGISTRATION OF DEBT SECURITIES...............15
     Section 2.1  Issue of Debt Securities In Series..........................15
     Section 2.2  Certification and Delivery of Debt Securities...............18
     Section 2.3  Place and Medium of Payment.................................19
     Section 2.4  Registration of Debt Securities.............................20
     Section 2.5  Transferee Entitled to Registration.........................21
     Section 2.6  Exchange of Debt Securities.................................21
     Section 2.7  Charges for Transfer and Exchange...........................21
     Section 2.8  Registers Open for Inspection...............................22
     Section 2.9  C1osing of Registers........................................22
     Section 2.10 Ownership of Debt Securities................................22
     Section 2.11 Debt Securities Delivered in Exchange for or on
                   Transfer of other Debt Securities to be Valid Obligations..22
     Section 2.12 Execution of Debt Securities and Trustee's Certificate......23
     Section 2.13 Lost, Destroyed, Stolen or Mutilated Debt Securities........23
     Section 2.14 Annual Rates of Interest....................................24
     Section 2.15 Book-Entry System...........................................24

ARTICLE 3  COVENANTS OF THE COMPANY...........................................26
     Section 3.1  Covenants of the Company....................................26
     Section 3.2  Performance of Covenants by Trustee.........................28
     Section 3.3  Trustee's Remuneration and Expenses.........................28
</TABLE>
<PAGE>
 
<TABLE>
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ARTICLE 4  GUARANTEE OF DEBT SECURITIES.......................................28
     Section 4.1  Guarantee of Debt Securities................................28
     Section 4.2  Execution and Delivery of Guarantee.........................30

ARTICLE 5  COVENANTS OF THE GUARANTOR.........................................31
     Section 5.1  Covenants of the Guarantor:.................................31

ARTICLE 6  REDEMPTION AND PURCHASE OF DEBT SECURITIES.........................33
     Section 6.1  Redemption of Debt Securities at Option of Company..........33
     Section 6.2  Notice of Redemption........................................33
     Section 6.3  Upon Due Publication of Notice, Debt Securities Called for
                   Redemption to Become Due and Payable on Redemption Date,
                   Interest to Cease After Redemption Date, Company to
                   Deposit Funds Sufficient for Redemption....................33
     Section 6.4  Surrender of Debt Securities for Cancellation...............34
     Section 6.5  Purchase of Debt Securities.................................34

ARTICLE 7  REMEDIES...........................................................34
     Section 7.1  Event of Default............................................34
     Section 7.2  Acceleration of Maturity; Rescission and Annulment..........37
     Section 7.3  Collection of Indebtedness and Suits for Enforcement by
                   Trustee....................................................38
     Section 7.4  Trustee May File Proof of Claim.............................38
     Section 7.5  Trustee May Enforce Claims Without Possession of Debt
                   Securities.................................................39
     Section 7.6  Application of Moneys Collected.............................39
     Section 7.7  Limitation on Suits.........................................40
     Section 7.8  Unconditional Right of Holders to Receive Principal,
                   Premium and Interest.......................................40
     Section 7.9  Restoration of Rights and Remedies..........................41
     Section 7.10 Rights and Remedies Cumulative..............................41
     Section 7.11 Delay or Omission not Waiver................................41
     Section 7.12 Control by Holders..........................................41
     Section 7.13 Waiver of Past Defaults.....................................41
     Section 7.14 Undertaking for Costs.......................................41
     Section 7.15 Waiver of Stay or Extension of Laws.........................42
     Section 7.16 Notice of Payment by Trustee................................42
     Section 7.17 Trustee May Demand Production of Debt Securities............42
     Section 7.18 Trustee Appointed Attorney..................................42

ARTICLE 8  THE TRUSTEE........................................................43
     Section 8.1  Indenture Legislation.......................................43
     Section 8.2  Standard of Care of Trustee.................................43
     Section 8.3  Trustee to Give Notice of Event of Default..................43
     Section 8.4  Trustee Not Ordinarily Bound................................43
     Section 8.5  Conditions Precedent to Trustee's Ob1igations to Act
                   Hereunder..................................................44
     Section 8.6  Delegation; Experts and Advisers............................44
     Section 8.7  Documents, Money Etc. Held by Trustee.......................45
</TABLE>
<PAGE>
 
<TABLE>
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     Section 8.8  Action by Trustee to Protect Interests......................45
     Section 8.9  Trustee Not Required to Give Security or Ensure Use of
                   Proceeds...................................................45
     Section 8.10 Payments by Trustee.........................................46
     Section 8.11 Financial Statements........................................46
     Section 8.12 Trustee Has No Conflict of Interest.........................46
     Section 8.13 Protection of the Trustee...................................46
     Section 8.14 Indemnification of the Trustee..............................47
     Section 8.15 Replacement of the Trustee..................................47
     Section 8.16 Acceptance of Trust.........................................47

ARTICLE 9  MEETINGS OF HOLDERS................................................48
     Section 9.1  Right to Convene Meetings...................................48
     Section 9.2  Notice of Meetings..........................................48
     Section 9.3  Chair.......................................................48
     Section 9.4  Quorum......................................................48
     Section 9.5  Power to Adjourn............................................49
     Section 9.6  Show of Hands...............................................49
     Section 9.7  Poll........................................................49
     Section 9.8  Voting......................................................49
     Section 9.9  Evidence of Ownership.......................................49
     Section 9.10 Company, Guarantor and Trustee May Be Represented...........49
     Section 9.11 Powers Exercisable by Extraordinary Resolution..............49
     Section 9.12 "Extraordinary Resolution" at Adjourned Meeting.............51
     Section 9.13 Powers Cumulative...........................................52
     Section 9.14 Minutes.....................................................52
     Section 9.15 Instruments in Writing......................................52
     Section 9.16 Serial Meetings.............................................52
     Section 9.17 Binding Effect of Resolutions...............................53
     Section 9.18 Regulations.................................................54

ARTICLE 10  SATISFACTION AND DISCHARGE........................................54
     Section 10.1 Cancellation and Destruction................................54
     Section 10.2 Non-Presentation of Debt Securities.........................55
     Section 10.3 Repayment of Unclaimed Moneys...............................55
     Section 10.4 Discharge...................................................55
     Section 10.5 Protection of Purchasers....................................55
     Section 10.6 Defeasance..................................................56

ARTICLE 11  CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE OR TRANSFER OF
             COMPANY OR GUARANTOR.............................................56
     Section 11.1 The Company May Consolidate on Certain Terms................56
     Section 11.2 Successor Corporation Substituted...........................57
     Section 11.3 The Guarantor May Consolidate on Certain Terms..............57
     Section 11.4 Successor Corporation Substituted...........................58
</TABLE>
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<TABLE>
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ARTICLE 12  SUPPLEMENTAL INDENTURES...........................................59
     Section 12.1 Supplemental Indentures Without Consent of Holders..........59
     Section 12.2 Supplemental Indentures With Consent of Holders.............60
     Section 12.3 Execution of Supplemental Indentures........................60
     Section 12.4 Effect of Supplemental Indentures...........................60

ARTICLE 13  NOTICES...........................................................61
     Section 13.1 Notice to Company...........................................61
     Section 13.2 Notice to Holders...........................................61
     Section 13.3 Notice to Trustee...........................................61
     Section 13.4 Notice to the Guarantor.....................................62
     Section 13.5 Mail Service Interruption...................................62

ARTICLE 14  EXECUTION.........................................................63

     Schedule I: Form of Guarantee
</TABLE> 
<PAGE>
 
     THIS INDENTURE made as of the 10/th/ day of November, 1998.


B E T W E E N:

          CASE CREDIT LTD., a corporation existing under the laws of the
          Province of Alberta

          (the "Company")


          - and -


          CASE CREDIT CORPORATION, a corporation organized and existing under
          the laws of the State of Delaware

          (the "Guarantor")


          - and -


          MONTREAL TRUST COMPANY OF CANADA, a trust company incorporated under
          the laws of Canada

          (the "Trustee")



WHEREAS:

(1)  the Company deems it desirable from time to time to borrow money for its
     corporate purposes and to create and issue Debt Securities therefor, and to
     that end has duly authorized the execution and delivery of this Indenture
     to provide for one or more series of Debt Securities;

(2)  the Company under the laws relating thereto is duly authorized to create
     and issue the Debt Securities to be issued as herein provided;

(3)  the Guarantor owns all of the issued shares in the capital of the Company
     and has agreed to enter into this Indenture and the Guarantee to assist the
     Company, for the mutual benefit of the Company and the Guarantor, in the
     sale of the Debt Securities;
<PAGE>
 
                                      -2-


(4)  the Guarantor has duly authorized the entering into of this Indenture and
     the Guarantee provided for herein;

(5)  all acts and things necessary to constitute these presents a valid
     indenture and agreement according to its terms have been done and
     performed, and the execution of this Indenture by the Company has in all
     respects been duly authorized by the Company;

(6)  all acts and things necessary to make the Guarantee to be endorsed on the
     Debt Securities, when executed by the Guarantor and endorsed on Debt
     Securities executed by the Company and certified by or on behalf of the
     Trustee as in this Indenture provided, the valid, binding and legal
     obligations of the Guarantor, and to constitute these presents a valid
     indenture and agreement according to its terms, have been done and
     performed by the Guarantor, and the execution by the Guarantor of this
     Indenture and the Guarantee of the Debt Securities have in all respects
     been duly authorized by the Guarantor;

(7)  the Company and the Guarantor wish to appoint Montreal Trust Company of
     Canada (the "Trustee") to perform certain of the duties of the trustee
     hereunder; and

(8)  the foregoing recitals (A) to (G) and any statements of fact contained
     therein are and shall be deemed to be made by the Company and/or the
     Guarantor (as the case may be) and not the Trustee;

          NOW THEREFORE THIS INDENTURE WITNESSES and it is hereby covenanted,
agreed and declared as follows:


                                   ARTICLE 9

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 9.1  Definitions: For all purposes of this Indenture and the recitals
hereof, except as otherwise expressly provided or unless the context otherwise
requires, the following words and phrases shall have the following meanings:

     "Affiliate" of any specified Person means any other Person directly or
     indirectly controlling or controlled by or under direct or indirect common
     control with such specified Person. For the purpose of this definition,
     "control" when used with respect to any specified Person means the power to
     direct the management and policies of such Person, directly or indirectly,
     whether through the ownership of voting 
<PAGE>
 
                                      -3-

     securities, by contract or otherwise; and the terms "controlling" and
     "controlled" have meanings correlative to the foregoing.

     "Board of Directors of the Company" or "of the Guarantor" means either the
     board of directors of the Company or the Guarantor, as the case may be, or
     any duly authorized committee of that board.

     "Board Resolution of the Company" or "of the Guarantor" means a copy of a
     resolution certified by the Secretary or an Assistant Secretary of the
     Company or the Guarantor, as the case may be, to have been duly adopted by
     the Board of Directors of the Company or of the Guarantor, as the case may
     be, and to be in full force and effect on the date of such certification
     and delivered to the Trustee. Despite the foregoing, so long as a written
     declaration by the sole shareholder of the Company pursuant to subsection
     136 of the Business Corporations Act (Alberta), or any successor statute,
     is or remains in effect, pursuant to which written declaration such
     shareholder (or subsequent shareholders) has all the rights, powers, duties
     and liabilities of the directors of the Company to manage, or supervise the
     management of, the business and affairs of the Company, a resolution
     adopted by such shareholder (or subsequent shareholders) shall be treated
     for purposes of this Indenture as a "Board Resolution of the Company".

     "Book-Entry System" means the record entry security transfer and pledge
     system known as of the date hereof by the name "Depository Service", which
     is administered by CDS in accordance with the operating rules and
     procedures of the securities settlement service of CDS, enforced from time
     to time, and any successor system thereof.

     "Business Day" means any day, other than Saturday or Sunday, that is
     neither a legal holiday nor a day on which banking institutions are
     authorized or required by law or regulation to close in the city of
     Toronto, Ontario or Racine, Wisconsin.

     "Capital Lease Obligations" of either the Guarantor or any Restricted
     Subsidiary means the obligations of such Person to pay rent or other
     amounts under any lease of (or other arrangement conveying the right to
     use) real property, the original term of which extends beyond 12 months,
     which obligations are required to be classified and accounted for as a
     capital lease on a balance sheet of such Person under generally accepted
     accounting principles and, for the purposes of this Indenture, the amount
     of such obligation shall be the 
<PAGE>
 
                                      -4-

     capitalized amount thereof, determined in accordance with generally
     accepted accounting principles.

     "CDS" means The Canadian Depository for Securities Limited and its
     successors approved by the Company, the Guarantor and the Trustee.

     "Company" means Case Credit Ltd., until a successor Corporation shall have
     become such pursuant to the applicable provisions of this Indenture, and
     thereafter "Company" shall mean each such successor Corporation.

     "Company's Auditors" or "Auditors of the Company", "Guarantor's Auditors"
     or "Auditors of the Guarantor" means an independent firm of chartered
     accountants or certified public accountants, appointed as auditors of the
     Company or the Guarantor, as the case may be.

     "Company Certificate" means a certificate signed by the Chairman, the
     President or a Vice President and by the Secretary, Treasurer, an Assistant
     Secretary or an Assistant Treasurer of the Company, which may contain
     orders or directions to the Trustee, and delivered to the Trustee.

     "Company Request" means a written request, order or consent signed by an
     officer of the Company and delivered to the Trustee.

     "Consolidated Net Tangible Assets" means, at any date, the total assets
     appearing on the most recent consolidated balance sheet of the Guarantor
     and Restricted Subsidiaries as at the end of the fiscal quarter of the
     Guarantor ending not more than 135 days prior to such date, prepared in
     accordance with generally accepted accounting principles, less (a) all
     current liabilities (due within one year) as shown on such balance sheet,
     (b) applicable reserves, (c) investments in and advances to Securitization
     Subsidiaries and Subsidiaries of Securitization Subsidiaries that are
     consolidated on the consolidated balance sheet of the Guarantor and its
     Subsidiaries, and (d) Intangible Assets and liabilities relating thereto.

     "Corporation" includes corporations, joint stock companies and business
     trusts.

     "Counsel" means a lawyer or firm of lawyers retained or employed by the
     Trustee, or retained or employed by the Company or the Guarantor and
     acceptable to the Trustee.
<PAGE>
 
                                      -5-

     "debt" means indebtedness of the Guarantor or the Company, as the case may
     be, representing money borrowed, except indebtedness for money borrowed by
     the Guarantor or the Company from any Affiliate of the Company or the
     Guarantor, as the case may be, and shall include indebtedness of any Person
     for money borrowed when such indebtedness is guaranteed by the Guarantor or
     the Company, as the case may be.

     "Debt Securities" means any debenture, notes and/or other unsecured
     evidence of the Company's indebtedness created, issued and executed by the
     Company and certified and delivered by the Trustee from time to time
     pursuant to this Indenture.

     "Depositary", with respect to Debt Securities issuable in whole or in part
     in the form of one or more global Debt Securities, means CDS or such other
     person designated as Depositary by the Company, in each case until a
     successor Depositary shall have been so designated by the Company, and
     thereafter the term "Depositary" shall mean or include each person who is
     then a Depositary hereunder and if at any time there is more than one such
     person, the term "Depositary" as used with respect to the Debt Securities
     of any series shall mean the Depositary with respect to the Debt Securities
     of such series.

     "Dollars" means lawful Canadian dollars unless the text specifically states
     otherwise.

     "Event of Default" has the meaning specified in Section 7.1.

     "Extraordinary Resolution" means (a) a resolution passed as an
     Extraordinary Resolution at a meeting of Holders duly convened for the
     purpose and held in accordance with the provisions of Article 9 at which,
     subject to the Section 9.12, the Holders of not less than 50% in principal
     amount of Debt Securities then outstanding are present in person or by
     proxy and passed by the affirmative votes of the Holders of not less than
     66 2/3% of the principal amount of Debt Securities represented at the
     meeting and voted on a poll upon such resolution and (b) an instrument in
     writing signed pursuant to Section 9.15 by the Holders of not less than 
     66 2/3% of the principal amount of the Debt Securities then outstanding.

     "Funded Debt" means (i) any indebtedness of the Guarantor or a Restricted
     Subsidiary maturing more than 12 months after the time of computation
     thereof, (ii) guarantees by the Guarantor or a Restricted Subsidiary of
     Funded Debt or of dividends of others (except guarantees in connection with
     the sale or discount of accounts receivable, trade acceptances and other
     paper arising in the ordinary course of business), (iii) in 
<PAGE>
 
                                      -6-

     the case of any Restricted Subsidiary, all preferred stock of such
     Restricted Subsidiary, and (iv) all Capital Lease Obligations of the
     Guarantor or a Restricted Subsidiary.

     "Guarantee" means the guarantee of the Guarantor endorsed on a Debt
     Security.

     "Guarantor" means Case Credit Corporation until a successor Corporation
     shall have become such pursuant to the applicable provisions of this
     Indenture and thereafter "Guarantor" shall mean each such successor
     Corporation.

     "Guarantor Certificate" means a certificate signed by the Chairman, the
     President or a Vice President and by the Secretary, Treasurer, an Assistant
     Secretary or an Assistant Treasurer of the Guarantor, which may contain
     orders or directions to the Trustee, and delivered to the Trustee.

     "Holder" means the Person in whose name a Debt Security shall be
     registered.

     "Indebtedness" when used in paragraphs 3.1(i), 5.1(f) and 7.1(e) means, at
     any date, without duplication, (i) all obligations for borrowed money of
     the Guarantor or a Restricted Subsidiary or any other indebtedness of the
     Guarantor or a Restricted Subsidiary, evidenced by bonds, debentures, notes
     or other similar instruments, and (ii) Funded Debt, except such obligations
     and other indebtedness of the Guarantor or a Restricted Subsidiary and
     Funded Debt, if any, incurred as a part of a Securitization Transaction.

     "Indenture", "herein", "hereby", "hereof", "hereunder" and similar
     expressions mean this Indenture, and, unless the context otherwise
     indicates, all indentures supplemental hereto from time to time in effect;
     and the expression "Article", "Section", "Subsection" or "paragraph"
     followed by a number means and refers to the specified Article, Section,
     Subsection or paragraph of this Indenture.

     "Indenture Legislation" has the meaning specified in Section 8.1.

     "Intangible Assets" means, at any date, the value (net of any applicable
     reserves), as shown on or reflected in the most recent consolidated balance
     sheet of the Guarantor and the Restricted Subsidiaries as at the end of the
     fiscal quarter of the Guarantor ending not more than 135 days prior to such
     date, prepared in accordance with generally accepted accounting principles,
     of: (i) all trade names, trademarks, licences, patents, copyrights, service
     marks, goodwill and other like intangibles; (ii) organizational and
     development 
<PAGE>
 
                                      -7-

     costs; (iii) deferred charges (other than prepaid items such as insurance,
     taxes, interest, commissions, rents, deferred interest waiver, compensation
     and similar items and tangible assets being amortized); and (iv)
     unamortized debt discount and expense, less unamortized premium.

     "Interest Payment Date" means any Stated Maturity of an instalment of
     interest on a Debt Security.

     "Judgment Currency" has the meaning specified in Section 1.15.

     "Liens" means pledges, mortgages, security interests and other liens,
     including purchase money liens, on any property of the Guarantor or any
     Restricted Subsidiary which secure Secured Funded Debt.

     "Maturity" when used with respect to any Debt Security means the date on
     which the principal of such Debt Security becomes due and payable as
     therein or herein provided, whether at the Stated Maturity or by
     declaration or acceleration, call for redemption or otherwise.

     "Obligations" has the meaning specified in Subsection 4.1.

     "Opinion of Counsel" means a written opinion of Counsel.

     "Original Issue Date" in respect of a Debt Security means the date on which
     the Debt Security is originally issued, unless the Debt Security (the "new
     Debt Security") is issued in replacement of another Debt Security (the "old
     Debt Security"), on a transfer, exchange or otherwise, in which case it
     shall mean the date on which the old Debt Security was issued.

     "outstanding", when used with respect to Debt Securities means, subject to
     Subsection 9.16(2), as of the date of determination, all Debt Securities
     theretofore certified under this Indenture, except:

     (a)  Debt Securities theretofore cancelled by the Trustee or delivered to
          the Trustee for cancellation;

     (b)  Debt Securities for whose payment or redemption, if any, money in the
          necessary amount has been theretofore deposited with the Trustee in
          accordance with the provisions hereof or any Paying Agent, in trust,
          provided that, if such Debt Securities are to be redeemed, notice of
          such redemption has been duly given pursuant to this 
<PAGE>
 
                                      -8-

          Indenture or provision therefor satisfactory to the Trustee has been
          made; and

     (c)  Debt Securities in exchange for or in lieu of which other Debt
          Securities have been certified and delivered pursuant to this 
          Indenture;

     provided however, that in determining whether the Holders of the requisite
     principal amount of Debt Securities outstanding have given any request,
     demand, authorization, notice, consent or waiver hereunder, Debt Securities
     owned by the Company or the Guarantor or any other obligor upon the Debt
     Securities or any Affiliate of the Company or the Guarantor or such other
     obligor shall be disregarded and deemed not to be outstanding, except that,
     in determining whether the Trustee shall be protected in acting and relying
     upon any such request, demand, authorization, direction, notice, consent or
     waiver, only Debt Securities which the Trustee knows to be so owned shall
     be so disregarded. Debt Securities so owned which have been pledged in good
     faith may be regarded as outstanding if the pledgee establishes to the
     satisfaction of the Trustee the pledges's right so to act with respect to
     such Debt Securities and that the pledgee is not the Company or the
     Guarantor or any other obligor upon the Debt Securities or any Affiliate of
     the Company or the Guarantor or such other obligor.

     "Participant" means a broker, dealer, bank or other financial institution
     or other person for whom CDS effects book-entry transfers under the Book-
     Entry System.

     "Paying Agent" means any Person authorized by the Company to pay the
     principal of (and premium, if any) or interest on any Debt Securities on
     behalf of the Company.

     "Permitted Liens" means:

     (a)  Liens on real or physical property of any Corporation existing at the
          time such Corporation becomes a Subsidiary;

     (b)  Liens on real or physical property existing at the time of acquisition
          thereof or incurred within 180 days of the time of acquisition thereof
          (including, without limitation, acquisition through merger or
          consolidation) by the Guarantor or any Restricted Subsidiary;

     (c)  Liens on real or physical property hereafter acquired (or constructed)
          by the Guarantor or any Restricted Subsidiary and created prior to, at
          the time of, or within 270 days after such acquisition (including,
          without limitation, acquisition through merger or 
<PAGE>
 
                                      -9-

          consolidation) (or the completion of such construction or commencement
          of commercial operation of such property, whichever is later) to
          secure or provide for the payment of all or any part of the purchase
          price (or the construction price) thereof;

     (d)  Liens in favour of the Guarantor or any Restricted Subsidiary;

     (e)  Liens in favour of Canada or any province or territory thereof or the
          United States of America, any state thereof or the District of
          Columbia, or any agency, department or other instrumentality thereof,
          to secure partial, progress, advance or other payments pursuant to any
          contract or provisions of any statute;

     (f)  Liens incurred or assumed in connection with an issuance of revenue
          bonds the interest on which is exempt from Federal income taxation
          pursuant to Section 103(b) of the United States Internal Revenue Code
          of 1986, as amended;

     (g)  Liens securing the performance of any contract or undertaking not
          directly or indirectly in connection with the borrowing of money, the
          obtaining of advances or credit or the securing of Funded Debt, if
          made and continuing in the ordinary course of business;

     (h)  Liens incurred (no matter when created) in connection with the
          Guarantor's or a Restricted Subsidiary's engaging in leveraged or
          single-investor lease transactions; provided, however, that the
          instrument creating or evidencing any borrowings secured by such Lien
          shall provide that such borrowings are payable solely out of the
          income and proceeds of the property subject to such Lien and are not a
          general obligation of the Guarantor or such Restricted Subsidiary;

     (i)  Liens under workers' compensation laws, unemployment insurance laws or
          similar legislation, or good faith deposits in connection with bids,
          tenders, contracts or deposits to secure public or statutory
          obligations of the Guarantor or any Restricted Subsidiary, or deposits
          of cash or obligations of the United States of America to secure
          surety, replevin and appeal bonds to which the Guarantor or any
          Restricted Subsidiary is a party or in lieu of such bonds, or pledges
          or deposits for similar purposes in the ordinary course of business,
          or Liens imposed by law, such as labourers' or other employees',
          carriers', warehousemen's, mechanics', materialmen's and vendors'
          Liens and Liens arising out of judgments or awards against the
          Guarantor or any Restricted Subsidiary with respect to which the
          Guarantor or such Restricted 
<PAGE>
 
                                      -10-

          Subsidiary at the time shall be prosecuting an appeal or proceedings
          for review and with respect to which it shall have secured a stay of
          execution pending such appeal or proceedings for review, or Liens for
          taxes not yet subject to penalties for nonpayment or the amount or
          validity of which is being in good faith contested by appropriate
          proceedings by the Guarantor or any Restricted Subsidiaries, as the
          case may be, or minor survey exceptions, minor encumbrances, easements
          or reservations of, or rights of others for, rights of way, sewers,
          electric lines, telegraph and telephone lines and other similar
          purposes, or zoning or other restrictions or Liens as to the use of
          real properties, which Liens, exceptions, encumbrances, easements,
          reservations, rights and restrictions do not, in the opinion of the
          Guarantor or the Company (as the case may be), in the aggregate
          materially detract from the value of said properties or materially
          impair their use in the operation of the business of the Guarantor and
          Restricted Subsidiaries;

     (j)  Liens incurred to finance all or any portion of the cost of
          construction, alteration or repair of any real or physical property
          and improvements thereto prior to or within 270 days after completion
          of such construction, alteration or repair;

     (k)  Liens incurred (no matter when created) in connection with a
          Securitization Transaction;

     (l)  Liens on property (or any Receivable arising in connection with the
          lease thereof) acquired by the Guarantor or a Restricted Subsidiary
          through repossession, foreclosure or like proceeding and existing at
          the time of the repossession, foreclosure or like proceeding;

     (m)  Liens on deposits of the Guarantor or a Restricted Subsidiary with
          banks (in the aggregate, not exceeding U.S.$50,000,000), in accordance
          with customary banking practice, in connection with the providing by
          the Guarantor or a Restricted Subsidiary of financial accommodations
          to any Person in the ordinary course of business;

     (n)  Liens outstanding on the date of this Indenture; or

     (o)  any extension, renewal, refunding or replacement (or successive
          extensions, renewals, refundings or replacements), as a whole or in
          part, of any Lien referred to in the foregoing clauses (a) to (n),
          inclusive; provided, however, that (i) such extension, renewal,
          refunding or replacement Lien shall be limited 
<PAGE>
 
                                      -11-

          to all or a part of the same property that secured the Lien extended,
          renewed, refunded or replaced (plus improvements on such property) and
          (ii) the Funded Debt secured by such Lien at such time is not
          increased.

     "Person" means any individual, Corporation, partnership, joint venture,
     association, trust, unincorporated organization or government or any agency
     or political sub-division thereof.

     "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, either directly or indirectly, from the
     financing by the Guarantor or any Subsidiary of the Guarantor of property
     or services, and monies due thereunder, security interests in the property
     and services financed thereby and any and all other related rights.

     "Record Date" with respect to an instalment of interest on a Debt Security
     means the fifteenth calendar day (whether or not a Business Day) prior to
     the Interest Payment Date for such instalment of interest or such other
     date as may be provided pursuant to an indenture supplemental hereto to be
     the record date with respect to an instalment of interest on a Debt
     Security of a particular series.

     "Redemption Date", when used with respect to any Debt Security that is
     redeemable, means a date fixed for redemption of such Debt Security by or
     pursuant to this Indenture.

     "Redemption Price", when used with respect to any Debt Security that is
     redeemable, means a price, fixed by or pursuant to this Indenture, at which
     the Debt Security may be redeemed.

     "Restricted Subsidiary" means each Subsidiary other than Securitization
     Subsidiaries and Subsidiaries of Securitization Subsidiaries.

     "Secured Funded Debt" means Funded Debt which is secured by any pledge, or
     mortgage, security interest or other lien on any property (whether owned on
     the date hereof or hereafter created) of the Guarantor or of a Restricted
     Subsidiary.

     "Securitization Subsidiary" means a Subsidiary of the Guarantor (a) which
     is formed for the purpose of effecting one or more Securitization
     Transactions and engaging in other activities reasonably related thereto
     and (b) as to which no portion of the indebtedness or any other obligations
     of which (i) is guaranteed by the Guarantor or any Restricted 
<PAGE>
 
                                      -12-

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

     "Securitization Transaction" means any transactions or series of
     transactions that have been or may be entered into by the Guarantor or any
     of its Subsidiaries in connection with or reasonably related to a
     transaction or series of transactions in which the Guarantor or any of its
     Subsidiaries may sell, convey or otherwise transfer to (i) a Securitization
     Subsidiary or (ii) any other Person, or may grant a security interest in,
     any Receivables or asset-backed securities or interest therein (whether
     such Receivables or securities are then existing or arising in the future)
     of the Guarantor or any Subsidiary, and any assets related thereto,
     including, without limitation, all security interests in the property or
     services financed thereby, the proceeds of such Receivables or asset-backed
     securities and any other assets which are sold or in respect of which
     security interests are granted in connection with Securitization
     Transactions involving such assets.

     "Stated Maturity", when used with respect to any Debt Security or any
     instalment of interest thereon, means the date specified in such Debt
     Security as the fixed date on which the principal of such Debt Security or
     such instalment of interest is due and payable.

     "Subsidiary" when used in connection with the Guarantor or the Company
     means any Corporation at least a majority of the outstanding stock of which
     having voting powers under ordinary circumstances (not dependent upon the
     happening of a contingency) for the election of directors (or the
     equivalent thereof, in the case of Corporations organized outside of the
     United States of America or Canada, as the case may be) is at the time
     owned directly or indirectly by the Guarantor or the Company (as the case
     may be) or by one or more Subsidiaries or by the Guarantor or the Company
     (as the case may be) and one or more Subsidiaries. The term "wholly-owned
     Subsidiary" means any Subsidiary all of the outstanding stock of which,
     other than director's qualifying shares, is at the time owned directly or
     indirectly by the Guarantor or the Company (as the case may be) or by one
     or more wholly-owned Subsidiaries or by 
<PAGE>
 
                                      -13-

     the Guarantor or the Company (as the case may be) and one or more wholly-
     owned Subsidiaries.

     "Trustee" means Montreal Trust Company of Canada until a successor trustee
     shall have become such pursuant to the applicable provisions of this
     Indenture, and thereafter "Trustee" shall mean each such successor trustee.

     "Vice President" when used with respect to the Company or the Guarantor or
     the Trustee means any vice president, whether or not designated by a number
     or a word or words added before or after the title "Vice President".

Section 9.2  Compliance Certificates and Opinions:

(1) The Company or the Guarantor, as the case may be, shall furnish to the
Trustee evidence of compliance with the conditions in this Indenture relating to
(a) the issue, certification and delivery of Debt Securities, (b) the
satisfaction and discharge of this Indenture, and (c) the taking of any other
action to be taken by the Trustee at the request of or on the application of the
Company or the Guarantor.

(2) Evidence of compliance referred to in Subsection 1.2(1) shall consist of (a)
a Company Certificate or a Guarantor Certificate, as the case may be, stating
that any such condition has been complied with in accordance with the terms of
this Indenture, (b) in the case of any condition which is subject to review by
legal counsel, an Opinion of Counsel that the condition has been complied with
in accordance with the terms of this Indenture, and (c) in the case of any
condition subject to review by auditors or accountants, an opinion or report of
the Auditors of the Company or of the Guarantor, as the case may be, based on
the examinations or enquiries required to be made hereunder, as to the accuracy
or reliability of the statements required to be reviewed or examined and stating
that the condition has been complied with in accordance with the terms of this
Indenture.

(3) Evidence of compliance, other than evidence relating to the issue,
certification and delivery of Debt Securities hereunder, the satisfaction and
discharge of this Indenture and the taking of any other action to be taken by
the Trustee at the request of or on the application of the Company or the
Guarantor, may consist of a report or opinion of any counsel, auditor,
accountant, engineer or appraiser or any other person whose qualifications give
authority to a statement made by him, but if such report or opinion is provided
by a director, officer or employee of the Company or the Guarantor it shall be
in the form of a Company Certificate or a Guarantor Certificate, as the case may
be.
<PAGE>
 
                                      -14-

(4) Evidence of compliance required under Subsections 1.2(2) and (3) shall
include a statement by the Person giving the evidence:

     (a)  that the Person has read and understands the conditions of this
          Indenture under which it is required;

     (b)  briefly describing the nature and scope of the examination or
          investigation upon which the statements or opinions contained in the
          evidence are based (which, in the case of the Auditors of the Company
          or the Guarantor, may be a brief review not sufficient for purposes of
          an audit); and

     (c)  declaring that the Person has made such examination or investigation
          as the Person believes necessary to enable the Person to make the
          statement or express the opinion contained or expressed therein.

Section 9.3  Form of Documents Delivered to Trustee:

(1) In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.

(2) Any certificate or opinion of an officer of the Company or the Guarantor may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, Counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are wrong. Any such certificate or opinion of an officer of the
Company or the Guarantor may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, another officer or
officers of the Company or the Guarantor, as the case may be, stating that the
information with respect to such factual matters is in the possession of the
Company or the Guarantor, as the case may be, unless such first-mentioned
officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations of such other officer with respect to
such matters are wrong.

(3) Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
<PAGE>
 
                                      -15-

Section 9.4  Immunity of Incorporators, Stockholders, Officers and Directors:
No recourse shall be had for the payment of the principal of, premium, if any,
or the interest on, any Debt Security, or for any claim based thereon, or upon
any obligation, covenant or agreement of this Indenture, against any officer or
director, as such, past, present or future of the Company or the Guarantor or
any incorporator or stockholder, as such, past, present or future of the Company
or the Guarantor, either directly or indirectly through the Company or the
Guarantor, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise; it being expressly
agreed and understood that this Indenture and all the Debt Securities and the
Guarantees are solely corporate obligations, and that no personal liabilities
whatever shall attach to, or is incurred by any officer or director, past,
present or future, of the Company or the Guarantor or any incorporator or
stockholder of the Guarantor, either directly or indirectly through the Company
or the Guarantor, because of the incurring of the indebtedness hereby authorized
or under or by reason of any obligations, covenants or agreements contained in
the Indenture or in any of the Debt Securities, or to be implied herefrom or
therefrom; and that all such personal liability is hereby expressly released and
waived as a condition of, and as part of the consideration for, the execution of
this Indenture and the issue of the Debt Securities.

Section 9.5  Singular-Plural, Masculine-Feminine, Etc.: Where the context
permits, unless such interpretation would be inappropriate, words importing the
singular only may include the plural and vice versa and words importing gender
may include any gender.

Section 9.6  Accounting Terms and Principles: Except as otherwise expressly
provided or unless the context otherwise requires, all accounting terms not
otherwise defined herein shall have the meanings assigned to them in accordance
with the accounting principles and practice generally accepted in Canada or (in
the case of accounting terms used in connection with the Guarantor or any of its
Subsidiaries other than the Company or any Subsidiary of the Company) the United
States and references to generally accepted accounting principles or practices
refer to such principles or practices generally accepted in Canada or the United
States (as the case may be).

Section 9.7  Effect of Headings and Table of Contents: The division of this
Indenture into Articles and Sections, the insertion of headings and the
provision of a table of contents are for convenience only and shall not affect
the construction or interpretation hereof.
<PAGE>
 
                                      -16-

Section 9.8  Statute References: Any reference in this Indenture to a statute
shall be deemed to be a reference to such statute as amended, re-enacted or
replaced from time to time.

Section 9.9  Successors and Assigns: All covenants and agreements in this
Indenture by the Company or by the Guarantor shall bind its respective
successors and assigns, whether so expressed or not.

Section 9.10  Severability Clause: Each of the provisions contained in this
Indenture, the Debt Securities or the Guarantees is distinct and severable and,
if any provision in this Indenture or in the Debt Securities or in the
Guarantees shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

Section 9.11  Benefits of Indenture: Nothing in this Indenture or in the Debt
Securities, expressed or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

Section 9.12  Governing Law: This Indenture, including the obligations of the
Guarantor, and the Debt Securities and the Guarantees shall be construed in
accordance with and governed by the laws of the Province of Ontario and the laws
of Canada applicable therein and shall be treated in all respects as Ontario
contracts.

Section 9.13  Payment on a Business Day: In any case where any Interest Payment
Date, Redemption Date, Maturity or Stated Maturity of any Debt Security shall
not be a Business Day, then (notwithstanding any other provision of the
Indenture) payment of interest or principal, and premium, if any, as the case
may be, need not be made on such date but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or Redemption Date, or at the Stated Maturity or Maturity, and, in case of
payment, no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date, Stated Maturity or Maturity, as the case may be.
In any case where any day on which any other action is required to be taken
hereunder is not a Business Day, then (notwithstanding any other provision of
this Indenture) such action shall be required to be taken on or before the
requisite time on the first Business Day after such day.

Section 9.14  Language: The parties to this Indenture hereby require that the
Indenture be prepared in the English language.  Les parties a cet acte de
fiducie demandent par les presentes que cet acte de fiducie soit redige en
anglais.
<PAGE>
 
                                      -17-

Section 9.15  Judgments: If a judgment or order is rendered by a court of any
particular jurisdiction for the payment of any amounts owing to the Trustee or
any Holder under this Indenture, the Debt Securities or the Guarantees or under
a judgment or order of a court of any other jurisdiction in respect thereof or
for the payment of damages in respect of any thereof and any such judgment or
order is expressed in a currency (herein called the "Judgment Currency") other
than lawful money of Canada, the Company and, failing the Company, the
Guarantor, shall indemnify and hold the Trustee and the Holders harmless against
any deficiency arising or resulting from any variation in rates of exchange
between the Judgment Currency and lawful money of Canada occurring between (i)
the date on which any amount expressed in lawful money of Canada is converted,
for the purposes of making or filing any claim resulting in any judgment or
order, into an equivalent amount in the Judgment Currency, and (ii) the date or
dates of payment of such amount (or part thereof) or of discharge of such first-
mentioned judgment or order (or part thereof) as appropriate. This indemnity
shall constitute a separate and independent obligation from the other
obligations contained in this Indenture, the Debt Securities and the Guarantees,
shall give rise to a separate and independent cause of action and shall apply
irrespective of any indulgence granted by any Holder or the Trustee from time to
time and shall continue in full force and effect notwithstanding any judgment or
order for a liquidated sum or sums in respect of amounts due hereunder or under
any judgment or order.

Section 9.16  Submission to Jurisdiction: The Trustee or (where entitled to do
so under the provisions contained herein) any Holder shall be entitled to take
proceedings against the Company and the Guarantor in the courts of any Province
of Canada in respect of their obligations hereunder and under the Debt
Securities and Guarantees. The Guarantor hereby submits for all purposes of or
in connection with this Indenture, the Debt Securities and Guarantees to the
non-exclusive jurisdiction of the courts of the Province of Ontario and appoints
for such purposes any director or officer of the Company for the time being to
accept service of process in the Province of Ontario on the Guarantor's behalf.

Section 9.17  Monetary References: Any reference in this Indenture to "dollar",
"dollars" or the sign "$" shall constitute a reference to the lawful money of 
Canada.


                                  ARTICLE 10

             ISSUE, EXECUTION AND REGISTRATION OF DEBT SECURITIES

Section 10.1  Issue of Debt Securities In Series:
<PAGE>
 
                                      -18-

(1) The aggregate principal amount of Debt Securities that may be issued
hereunder is unlimited, and, subject to Section 2.15, Debt Securities may be
issued as fully registered Debt Securities in one or more series, either at par
or at a discount or at a premium, shall bear such series designation, mature on
such date or dates, bear interest at such rate or rates or on such basis, and be
payable on such dates, and shall have such other terms and provisions, all as
shall, before the certification thereof, be established, consistent with the
other provisions of this Indenture. Principal of and interest and premium, if
any, on any Debt Securities shall be made in the currency provided for in this
Indenture with respect to such Debt Security or in such Debt Security. All Debt
Securities now or hereafter certified and issued under this Indenture shall,
subject to the terms of this Indenture, be equally and proportionately entitled
to the benefits of this Indenture, except as to purchase or sinking fund or
early maturity provisions (if any) applicable to different Debt Securities, as
if all of the Debt Securities had been issued and negotiated simultaneously. The
Debt Securities shall be direct unsecured obligations of the Company and shall
rank pari passu with all other debentures, notes and other unsecured and
unsubordinated debt of the Company for borrowed money.

(2) The terms and provisions of any series of Debt Securities shall be set forth
in an indenture supplemental hereto, which (and, where appropriate, the Debt
Securities issued pursuant thereto) shall provide for the following:

     (a)  the specific designation of such Debt Securities;

     (b)  any limit on the aggregate principal amount of such Debt Securities;

     (c)  the percentage of the principal amount at which such Debt Securities
          will be issued and, if other than the principal amount thereof, the
          portion of the principal amount thereof payable upon declaration of
          acceleration of the maturity thereof or the method by which such
          portion shall be determined;

     (d)  the date or dates, or the method by which such date or dates will be
          determined or extended, on which the principal of such Debt Securities
          will be payable;

     (e)  the rate or rates at which such Debt Securities will bear interest, if
          any, or the method by which such rate or rates shall be determined;

     (f)  the date or dates from which interest, if any, on such Debt Securities
          shall accrue or the method by which such date or dates shall be
          determined, the dates on which such interest, if any, will be payable
          and the Record Date, if any, for the interest payable on any
          registered 
<PAGE>
 
                                      -19-

          security of such series on any Interest Payment Date, or the method by
          which any such date shall be determined, and the basis on which
          interest shall be calculated if other than on the basis of 360-day
          year of twelve 30-day months;

     (g)  the period or periods within which, the price or prices at which, the
          currency or currencies or currency unit or units in which, and the
          other terms and conditions upon which, such Debt Securities may be
          redeemed in whole or in part, at the option of the Company;

     (h)  the obligation, if any, of the Company to redeem or purchase such Debt
          Securities pursuant to any sinking fund or analogous provision or at
          the option of the Holder thereof and the period or periods within
          which or the date or dates on which, the price or prices at which, the
          currency or currencies or currency unit or units in which, and the
          other terms and conditions upon which, such Debt Securities shall be
          redeemed or purchased, in whole or in part, pursuant to such
          obligation;

     (i)  whether such Debt Securities are to be issuable either temporarily or
          permanently, as global securities and, if so, whether beneficial
          owners of interests in any such global security may exchange such
          interests for Debt Securities of such series and of like tenor of any
          authorized form and denomination and the circumstances under which any
          such exchanges may occur, and if Debt Securities of the series are to
          be issuable as a global security, the identity of the Depositary for
          such series;

     (j)  the currency or currencies or currency unit or units in which such
          Debt Securities will be denominated and in which the principal (and
          premium, if any) and any interest on such Debt Securities will be
          payable;

     (k)  whether the Company or a Holder may elect payment of the principal
          (and premium, if any) or interest, if any, on such Debt Securities in
          one or more currencies or currency units other than that in which such
          Debt Securities are denominated or stated to be payable, the period or
          periods within which, and the terms and conditions upon which, such
          election may be made, and the time and manner of determining the
          exchange rate between the currency or currencies or currency unit or
          units in which such Debt Securities are denominated or stated to be
          payable and the currency or currencies or currency unit or units in
          which such Debt Securities are to be so payable;
<PAGE>
 
                                      -20-

     (l)  the place or places, if any, other than or in addition to the City of
          Toronto, where the principal (and premium, if any) and any interest on
          such Debt Securities shall be payable, such Debt Securities may be
          surrendered for registration of transfer, such Debt Securities may be
          surrendered for exchange and notices or demands to or upon the Company
          in respect of such Debt Securities and the Indenture may be served;

     (m)  if other than denominations of $1,000 and any integral multiple
          thereof, the denominations in which such Debt Securities shall be
          issuable;

     (n)  if other than the Company or the Trustee, the identity of each
          security registrar and/or Paying Agent;

     (o)  the person to whom any interest on any Debt Security of the series
          shall be payable, if other than the person in whose name such Debt
          Security is registered at the close of business on the Record Date for
          such interest, and the extent to which, or the manner in which, any
          interest payable on the global security on an interest payable date
          will be paid if other than in the manner provided in the Indenture;

     (p)  provisions, if any, granting special rights to the Holders of such
          Debt Securities upon the occurrence of such events as may be
          specified;

     (q)  any deletions from, modifications of or additions to the Events of
          Default with respect to such Debt Securities;

     (r)  whether the amount of payments of principal (and premium, if any) or
          interest on such Debt Securities may be determined with reference to a
          formula or other method and the manner in which such amounts shall be
          determined;

     (s)  whether and under what circumstances the Company will pay additional
          amounts on such Debt Securities in respect of certain taxes (and the
          terms of any such payment) and, if so, whether the Company will have
          the option to redeem such Debt Securities rather than pay such
          additional amounts (and the terms of such options); and

     (t)  any other terms of such Debt Securities.

(3) The forms of Debt Securities of any series, of the Guarantees of such Debt
Securities, and of the certificate of the Trustee to be endorsed thereon and the
registration panel, if any, shall be such as the respective Boards of Directors
of the Company and the Guarantor shall determine to be necessary and advisable,
subject to the provisions of this Indenture and the approval of the Trustee.
<PAGE>
 
                                      -21-

(4) Subject to the right of the Company from time to time to establish larger
minimum denominations or minimum subscription amounts to comply with applicable
law or undertakings or otherwise, Debt Securities shall be issued in
denominations of $1,000 (or such larger base amount as the Company may
determine) and any larger amount that is an integral multiple of $1,000.

(5) In addition to the English text thereof, the form of Debt Securities,
Guarantees and certificate of the Trustee may include a corresponding French
text. In the event of any contradiction, discrepancy or difference between the
English language portion of the text and the French language portion of the text
of the forms of Debt Securities, Guarantees or the certificate of the Trustee,
the English language portion of the text shall govern, except where applicable
law otherwise requires.

Section 10.2  Certification and Delivery of Debt Securities: Whenever any
series of Debt Securities has been authorized, the Company may, from time to
time, subject to the provisions hereof, execute and deliver to the Trustee for
certification, and the Trustee shall thereupon certify and deliver as directed
by a Company Certificate, Debt Securities of such series, after receipt by the
Trustee of:

     (a)  a Board Resolution of the Company approving the creation and issue of
          Debt Securities of the series in the aggregate principal amount
          therein specified, designating the series of such Debt Securities,
          authorizing their execution and delivery and approving and authorizing
          the execution by the Company and delivery to the Trustee of this
          Indenture (in the case of the first issuance of Debt Securities) and
          of an indenture supplemental hereto providing for the terms and
          provisions of the Debt Securities of such series;

     (b)  a Board Resolution of the Guarantor authorizing the execution of the
          Guarantees of the Debt Securities of the series and approving and
          authorizing the execution by the Guarantor and delivery to the Trustee
          of this Indenture (in the case of the first issuance of Debt
          Securities) and of an indenture supplemental hereto providing for the
          terms and provisions of the Guarantees of the Debt Securities of such
          series;

     (c)  this Indenture (in the case of the first issuance of Debt Securities)
          and an indenture supplemental hereto in form satisfactory to the
          Trustee providing for the terms and provisions of the Debt Securities
          of such series and the Guarantees of such Debt Securities in each case
          duly executed on behalf of the Company and the Guarantor;
<PAGE>
 
                                      -22-

     (d)  a Company Certificate, complying with Subsections 1.2(2) and (4),
          stating that, as of the time that the documents in paragraphs (a),
          (b), or (c) of this Section 2.2 are delivered to the Trustee, the
          Company has complied with all conditions contained in this Indenture,
          the non-compliance with which would, with the giving of notice or the
          lapse of time, or both, or otherwise, constitute an Event of Default;

     (e)  a Guarantor Certificate, complying with Subsections 1.2(2) and (4),
          stating that, as of the time that the documents in paragraphs (a),
          (b), or (c) of this Section 2.2 are delivered to the Trustee, the
          Guarantor has complied with all conditions contained in this
          Indenture, the non-compliance with which would, with the giving of
          notice or the lapse of time, or both, or otherwise, constitute an
          Event of Default;

     (f)  an Opinion of Counsel, complying with Subsections 1.2(2) and (4), that
          all legal requirements in respect of the issue of the Debt Securities
          of such series required to be met as of the time that the documents in
          paragraphs (a), (b), (c), (d), and (e) of this Section 2.2 are
          delivered to the Trustee, have been met; and

     (g)  a Company Request requesting certification and delivery of one or more
          of the Debt Securities of such series. Such Company Request may be
          contained in a Company Certificate, complying with Subsections 1.2 (2)
          and (4), stating that the conditions in this Indenture relating to the
          issue, certification and delivery of the Debt Securities referred to
          in such Company Certificate have been complied with in accordance with
          the terms of this Indenture.

Section 10.3  Place and Medium of Payment:  Principal and interest with respect
to any series of Debt Securities shall be payable in the currency specified in
the supplemental indenture authorizing such series.  Subject to the provisions
of the supplemental indenture authorizing such series, the principal of, and
premium, if any, on, any Debt Security shall be payable at the principal office
of the Trustee if the Trustee acts as a Paying Agent for such series or, at the
option of the Holder, at the principal office of any other Paying Agent upon
presentation and surrender of such Debt Security. Subject to the provisions of
the supplemental indenture authorizing such series, the interest on Debt
Securities bearing coupons shall be payable at the principal office of the
Trustee if the Trustee acts as a Paying Agent for such series or, at the option
of the Holder, at the principal office of any other Paying Agent upon
presentation and surrender of the coupons representing such interest.  As the
interest on fully registered Debt Securities becomes due (except in the case of
payment of 
<PAGE>
 
                                      -23-

interest at Maturity or on redemption which shall be paid on presentation and
surrender of such Debt Securities for payment and except as hereinafter in this
Section 2.3 provided), the Company shall, at least five days prior to each
Interest Payment Date, forward, or cause to be forwarded, by pre-paid ordinary
mail, to the Holder for the time being, or, in the case of joint Holders, to
whichever of such joint Holders is named first in the appropriate register
maintained by the Company for such purpose, at his or her address appearing in
such register, a cheque drawn on the Company's bankers for such interest (less
any tax required by law to be deducted), payable to the order of such Holder or
Holders and negotiable at par at any Canadian chartered bank in Canada or at
such other places at which interest upon Debt Securities of any series is stated
to be payable under the supplemental indenture authorizing such series of Debt
Securities. The forwarding of such cheque shall satisfy and discharge the
liability for the interest upon such Debt Securities to the extent of the sums
represented thereby (plus the amount of any tax deducted as aforesaid) unless
such cheque be not paid on presentation. In the event of the non-receipt of such
cheque by such Holder or the loss or destruction thereof the Company, upon being
furnished with reasonable evidence of such non-receipt, loss or destruction and
an indemnity in amount and form reasonably satisfactory to it, shall issue or
cause to be issued to such Holder a replacement cheque for the amount of such
cheque. The Company, in lieu of forwarding, or causing to be forwarded, any such
cheque in payment of interest, may at its option pay interest to or to the order
of such Holder (i) at the principal office of the Trustee if the Trustee acts as
a Paying Agent for such series or, at the option of the Holder, at the principal
office of any other Paying Agent, or (ii) by electronic funds transfer to an
account maintained by the Person entitled thereto (at that Person's expense) as
specified in the register for that series of Debt Securities.

Section 10.4  Registration of Debt Securities:

(1) The Company shall cause to be kept by and at the principal office of the
Trustee in Toronto (and in any such other place or places by the Trustee or by
such other registrar or registrars, if any, as the Company with the approval of
the Trustee may designate) registers in which shall be entered the names and
addresses of the Holders of Debt Securities and particulars of the Debt
Securities held by them respectively.

(2) No transfer of a Debt Security shall be valid unless made on one of such
registers by the registered Holder or such Holder's executors, administrators or
other legal representatives or such Holder's or their attorney duly appointed by
an instrument in writing in form and execution satisfactory to the Trustee or
other registrar, upon compliance with such reasonable requirements as the
Trustee or other registrar may prescribe, and unless such Debt Security is then
cancelled by the Trustee and a new Debt Security
<PAGE>
 
                                      -24-

or Debt Securities in the same aggregate principal amount and on the same terms
(including the same Original Issue Date) is issued to the transferee Holder or
Holders.

Section 10.5  Transferee Entitled to Registration:

The transferee of a Debt Security shall, after the Debt Security and appropriate
form of transfer is lodged with the Trustee or other registrar and upon
compliance with all other conditions in that behalf required by this Indenture
or by law, be entitled to be entered on the register as the owner of such Debt
Security free from all equities or rights of set-off or counterclaim between the
Company and the transferor or any previous holder of such Debt Security, save in
respect of equities or rights of which the Company is required to take notice by
statute or order of a court of competent jurisdiction.

Section 10.6  Exchange of Debt Securities:

(1) Debt Securities in any authorized denomination may be exchanged upon
reasonable notice for Debt Securities of the same series and of like aggregate
principal amount and term of different authorized denominations.

(2) Debt Securities may be exchanged only at the principal office of the Trustee
in Toronto or at such other place or places as may from time to time be
designated by the Company with the approval of the Trustee. Any Debt Securities
tendered for exchange shall be surrendered to the Trustee. The Company shall
execute and the Trustee shall certify all Debt Securities necessary to carry out
transfers and exchanges as aforesaid. All Debt Securities surrendered for
transfer or exchange shall be cancelled.

(3) Debt Securities issued on transfer or in exchange for Debt Securities which
at the time of such issue have been selected or called for redemption at a later
date shall be deemed to have been selected or called for redemption in the same
manner and shall have noted thereon a statement to that effect, provided that
nothing in this Subsection (3) shall require the Trustee to make transfers or
exchanges of any Debt Securities issued in definitive form which have been
selected or called for redemption at a later date.

Section 2.7  Charges for Transfer and Exchange:

(1) Except as provided in Subsection (2), for each Debt Security exchanged or
transferred, the Trustee or other registrar may, if required by the Company,
make a reasonable charge for its services and for each new Debt Security issued;
and payment of such charges and reimbursement of the Trustee or other registrar
or the Company for any transfer taxes or governmental or other charges required
to be paid shall be made by the party requesting such exchange or transfer as a
condition precedent thereto.
<PAGE>
 
                                      -25-

(2) No charge shall be made hereunder for any exchange or transfer of any Debt
Security applied for within the period of two months after the Original Issue
Date thereof.

Section 10.8  Registers Open for Inspection: The registers hereinbefore
referred to shall at all reasonable times be open for inspection by the Company,
the Guarantor, the Trustee or any Holder. Every registrar (including the
Trustee) shall from time to time when requested so to do in writing by the
Company or by the Trustee furnish the Company or the Trustee with a list of the
names and addresses of Holders of Debt Securities entered on the register kept
by such registrar and showing the principal amount and serial numbers of the
Debt Securities held by each such Holder.

Section 10.9  C1osing of Registers:

(1) The Company, with the approval of the Trustee, may at any time close any
register for the Debt Securities, other than those kept at the principal office
of the Trustee in Toronto, and transfer the registration of any Debt Securities
registered thereon to another register and thereafter such Debt Securities shall
be deemed to be registered on such other register.

(2) Neither the Company nor the Trustee nor any registrar shall be required: (i)
to make transfers or exchanges of Debt Securities on any Interest Payment Date
or during the ten preceding Business Days; or (ii) to make transfers or
exchanges of any Debt Securities which are redeemable on the day of any
selection by the Trustee of Debt Securities to be redeemed or during the ten
preceding Business Days.

Section 10.10  Ownership of Debt Securities:

(1) The Person in whose name any Debt Security is registered shall for all
purposes of this Indenture be and be deemed to be the owner thereof and payment
of or on account of the principal of and premium (if any) on such Debt Security
and interest thereon shall be made only to or upon the order in writing of such
Holder.

(2) Neither the Company, the Guarantor, the Trustee nor any registrar shall be
bound to take notice of or see to the execution of any trust, whether express,
implied or constructive, in respect of any Debt Security and may transfer the
same on the direction of the person registered as the Holder thereof, whether
named as trustee or otherwise, as though that person were the beneficial owner
thereof.

(3) The Holder for the time being of any Debt Security shall be entitled to the
principal, premium (if any) and/or interest evidenced thereby free from all
equities or rights of set-off or counterclaim between the Company or the
Guarantor, as the case may be, and the original or any intermediate Holder
thereof and all persons may act accordingly and the receipt of any such Holder
for any such principal, premium or interest shall be a good discharge to the
Company, the Guarantor and the 
<PAGE>
 
                                      -26-

Trustee for the same and neither the Company nor the Guarantor nor the Trustee
shall be bound to inquire into the title of any such Holder.

Section 10.11  Debt Securities Delivered in Exchange for or on Transfer of other
Debt Securities to be Valid Obligations: All Debt Securities executed,
certified, and delivered in exchange for, or upon transfer of, Debt Securities
surrendered as provided in this Article 2 shall be the valid obligations of the
Company, evidencing the same debt as the Debt Securities so surrendered, and
shall be entitled to the benefits of this Indenture and of the Guarantees of the
Guarantor endorsed thereon to the same extent as the Debt Securities in exchange
for or upon transfer of which they were certified and delivered.

Section 10.12  Execution of Debt Securities and Trustee's Certificate:

(1) The Debt Securities may be engraved, lithographed, mimeographed, typewritten
or printed or partly engraved, lithographed, mimeographed, typewritten or
printed, and shall be signed on behalf of the Company in its corporate name
under its corporate seal by its President, one of its Vice Presidents or its
Secretary, manually or by facsimile signature. Such seal may be in the form of a
facsimile of the Company's seal and may be imprinted or impressed upon the Debt
Securities. The Debt Securities may be delivered to the Trustee for
certification by it whereupon, subject to the provisions of this Article 2, the
Trustee shall certify and deliver the same. If the officer who has signed any of
the Debt Securities, manually or by facsimile signature, ceases to be such
officer of the Company before the Debt Securities so signed or sealed have been
certified or delivered by the Trustee or issued by the Company, such Debt
Securities may, nevertheless, be certified, delivered, and issued and, upon such
certification, delivery, and issue, shall be binding upon the Company as though
the person who signed and sealed the same had continued to be such officer of
the Company, and also any Debt Securities may be signed and sealed on behalf of
the Company by such persons as at the actual date of the relevant authorizing
Board Resolution of the Company shall be a proper officer of the Company
although at the Original Issue Date of such Debt Securities any such person
shall not have been such an officer of the Company.

(2) Only such of the Debt Securities as shall bear thereon a certificate in the
form herein provided for, executed by or on behalf of the Trustee, shall be or
become valid or obligatory for any purpose or entitled to the benefits of this
Indenture, and such certificate of the Trustee shall be conclusive evidence that
the Debt Securities so certified have been duly certified and delivered
hereunder and are entitled to the benefits of this Indenture.

(3) The countersignature of the Trustee on the Debt Security certificates issued
hereunder shall not be construed as a representation or warranty by the Trustee
as to the validity of this Indenture or the Debt Security certificates (except
the due countersigning thereof) and the Trustee shall in no respect be liable or
answerable for the use made of the Debt Security certificate or any of them or
for the consideration therefor except as otherwise specified herein.
<PAGE>
 
                                      -27-

Section 10.13  Lost, Destroyed, Stolen or Mutilated Debt Securities: If any Debt
Security becomes mutilated and in the absence of notice that such Debt
Securities have been acquired by a bona fide purchaser within the meaning of the
Business Corporations Act (Alberta), the Company, at the expense of the Holder,
shall execute and the Trustee shall thereupon certify and deliver a new Debt
Security in exchange and substitution for the Debt Security so mutilated, but
only upon surrender for cancellation of the Debt Security so mutilated. If any
Debt Security is lost, destroyed or stolen, evidence of such loss, destruction
or theft may be submitted to the Company and the Trustee and, if such evidence
is satisfactory to both and indemnity satisfactory to them is given and in the
absence of notice that such Debt Securities have been acquired by a bona fide
purchaser within the meaning of the Business Corporations Act (Alberta), the
Company, at the expense of the Holder, shall execute and the Trustee shall
thereupon certify and deliver a new Debt Security in lieu of and in substitution
for the Debt Security so lost, destroyed or stolen. The Company may require
payment of a reasonable charge for each new Debt Security issued under this
Section and of the expenses which may be incurred by the Company and the Trustee
in connection therewith. Any Debt Security issued under this Section in lieu of
any Debt Security alleged to be lost, destroyed or stolen shall constitute an
original additional contractual obligation on the part of the Company whether or
not the Debt Security so alleged to be lost, destroyed or stolen is at any time
enforceable by anyone and shall be equally and proportionately entitled to the
benefits of this Indenture with all other Debt Securities issued under this
Indenture and any such Debt Security shall have the Guarantee of the Guarantor
endorsed thereon. If any Holder does not receive any cheque sent in payment for
interest on a Debt Security, or if any such cheque is lost or destroyed, the
Trustee, upon being furnished with such evidence, shall issue or cause to be
issued to such Holder a replacement cheque for the amount of such cheque.

Section 10.14  Annual Rates of Interest: For the purposes of the Interest Act
(Canada), whenever interest payable pursuant to any Debt Security is calculated
on the basis of a period other than a calendar year (the "subject period"), each
rate of interest determined pursuant to such calculation expressed as an annual
rate is equivalent to such rate as so determined multiplied by the actual number
of days in the calendar year in which the same is to be ascertained and divided
by the number of days in the subject period.

Section 10.15  Book-Entry System:
<PAGE>
 
                                      -28-

(1) Despite any other provision of this Indenture, the Company may elect to have
Debt Securities issued hereunder represented in the form of a typewritten fully
registered global security held by, or on behalf of, CDS (or such other person
as the Company may designate as Depositary or successor Depositary, in which
case references to CDS in this Section 2.15 shall be deemed to refer to such
other Depositary) as Depositary of the global security (for its Participants)
and registered on the register maintained by the Trustee pursuant to Section 2.4
in the name of CDS or its nominee, and it is expressly acknowledged that any
such registrations of ownership and transfers of such Debt Security, or
interests of Participants therein, will be made by CDS only through the Book-
Entry System. Subject to this Section 2.15, the rights of the holder of any
beneficial interest in the Debt Securities represented by a global security
(including the right to receive a certificate or other instrument evidencing an
ownership interest in such Debt Security) shall be limited to those established
by any agreement between the Company and CDS, by applicable law and agreements
between CDS and its Participants and between such Participants and the holder of
such beneficial interest. Accordingly, except as provided herein, neither the
Company nor the Trustee shall be under any obligation to deliver, nor shall the
holder of such beneficial interest have any right to require the delivery of, a
certificate evidencing a Debt Security to the holder of the beneficial interest
in such Debt Security. In the event of any conflict between this Indenture and
any agreement between the Company and CDS, the terms of any such agreement shall
prevail, but after the occurrence of an Event of Default, holders of beneficial
interests in the Debt Securities of any series may at any time determine (by an
instrument in writing signed in one or more counterparts by such holders of such
series or by Participants on their behalf, representing beneficial interests
aggregating not less than 51% in principal amount of the global security in
respect of such series, and delivered to the Company, the Trustee and CDS) that
the continuation of the holding of the Debt Securities by a book-entry only
global security is no longer in the best interests of such holders. Upon any
such determination by the holders of beneficial interests in the Debt Securities
of such series, or if required to do so by law, or if the Book-Entry System
ceases to exist, or if the Company determines that CDS is no longer willing or
able to discharge properly its responsibilities as the Depositary and the
Company is unable to locate a qualified successor within 90 days, or if the
Company at its option elects to terminate the Book Entry System for any reason,

     (a)  the Trustee shall notify CDS and shall request CDS to notify the
          Participants of the availability of definitive fully registered Debt
          Securities;

     (b)  the Trustee shall request CDS to deliver the global security to the
          Trustee and the Trustee shall thereupon reduce the holdings of CDS on
          the register maintained hereunder to nil in respect of the Debt
          Security represented by the global security;

     (c)  the Company shall issue or cause to be issued in accordance with and
          subject to the provisions of this Indenture, in exchange for the
          global security, Debt Securities in definitive form in an aggregate
          amount equal to the amount of the global security registered in the
          names of the Participants as advised by CDS in accordance with their
          proportionate interest in the global security as recorded in the
          records 
<PAGE>
 
                                      -29-

          maintained by CDS as at the date of the issue of the Debt Securities
          in definitive form; and

     (d)  after such replacement of the global security by definitive Debt
          Securities, all payments in respect of the Debt Securities in
          definitive form shall be made to the registered holders thereof in
          accordance with the terms and conditions of the Debt Securities in
          definitive form and the provisions of this Indenture and in all other
          respects such registered holders shall be the holders thereof for all
          purposes hereunder.

All expenses of the Trustee and CDS relating to the foregoing shall be paid by
the Company.

(2) Any notice required or permitted to be given to a holder of Debt Securities
while the Debt Securities are represented by a global security held by, or on
behalf of, CDS or its nominee as part of the Book-Entry System, shall be
provided to CDS.


                                  ARTICLE 11

                            COVENANTS OF THE COMPANY

Section 11.1  Covenants of the Company: The Company covenants with the Trustee
for the benefit of the Holders that:

     (a)  Payment of Principal, Interest and Premium, if any, on outstanding 
          Debt Securities: So long as any Debt Securities remain outstanding it
          will duly and punctually pay or cause to be paid to every Holder the
          principal of and premium (if any) and interest on the Debt Securities
          in accordance with the terms and subject to the conditions of the
          Indenture and of the Debt Securities.

     (b)  Maintenance of Office or Agency:
 
          (i)  It will maintain or cause to be maintained an office or agency at
               the principal office of the Trustee in Toronto, and in such other
               place or places as may be required by this Indenture or as the
               Company and the Trustee may agree upon, where the Debt Securities
               may be presented for transfer and exchange as in this Indenture
               provided, and where notices and demands to and upon the Company
               in respect of the Debt Securities or of this Indenture may be
               served; and

          (ii) It will also maintain or cause to be maintained an office or
               agency in Toronto, and in such other place or places as may be
               required by this Indenture or as 
<PAGE>
 
                                      -30-

               the Company and the Trustee may agree upon, where the Debt
               Securities may be presented for payment.

     (c)  Corporate Existence: Subject to Article 11, and so long as any Debt
          Securities remain outstanding, it will at all times maintain its
          corporate existence; will carry on and conduct its business in a
          proper, efficient and business-like manner and in accordance with good
          business practice; will keep or cause to be kept proper books of
          account; and will, if and whenever required in writing by the Trustee,
          file with the Trustee copies of all annual information forms and other
          periodic reports of the Company filed by the Company pursuant to the
          Securities Act (Ontario).

     (d)  To Perform Obligations: Subject to the terms hereof, it will do,
          observe and perform or cause to be done, observed and performed all of
          its obligations and all matters and things necessary or expedient to
          be done, observed or performed by virtue of any applicable law for the
          purpose of creating, performing or maintaining the trusts herein
          referred to and will do, observe and perform all the obligations
          hereby imposed on it.

     (e)  Not to Accumulate Interest: To prevent any accumulation after
          Maturity of unpaid interest, it shall not directly or indirectly
          extend or assent to the extension of time for payment of interest
          payable hereunder or be a party to or approve any such arrangement by
          purchasing or funding any interest or in any other manner.  If the
          time for payment of any interest is so extended, whether for a
          definite period or otherwise, such interest shall not be entitled, in
          case of default hereunder, to the benefit of this Indenture except
          subject to the prior payment in full of the principal of all Debt
          Securities issued hereunder then outstanding and of all matured
          interest on such Debt Securities, the payment of which has not been so
          extended.

     (f)  Good Standing Certificate: So long as any of the Debt Securities
          remain outstanding, it will deliver to the Trustee within four months
          (or such longer period as the Trustee may in its discretion consent
          to) after the end of each of the Company's fiscal years, and at any
          other time if reasonably required by the Trustee, a Company
          Certificate that the Company has complied with all requirements
          applicable to it contained in this Indenture the non-compliance with
          which would, with the giving of notice, lapse of time or otherwise,
          constitute an Event of Default on the part of the Company, or, if such
          is not the case, specifying the requirement which has not been
          complied with and giving particulars of such non-compliance.

     (g)  Additional Instruments: Upon request of the Trustee from time to time,
          it shall execute and deliver all such additional instruments and will
          do all such additional acts as may reasonably be necessary or proper
          to carry out more effectually the purposes of this Indenture.
<PAGE>
 
                                      -31-

     (h)  Financial Statements: It shall file with the Trustee (i) within four
          months after the close of each fiscal year (which, until the Company
          otherwise notifies the Trustee, shall be deemed to be the 12 months
          ending December 31), beginning with the fiscal year ended December 31,
          1998, audited financial statements of the Company for such fiscal
          year, and (ii) within two months of the end of each fiscal quarter,
          beginning with the fiscal quarter immediately following the first
          issuance of Debt Securities, unaudited financial statements of the
          Company for such fiscal quarter.

     (i)  Restrictions on Secured Funded Debt: It shall not, nor shall it permit
          any Restricted Subsidiary which is a Subsidiary of the Company to,
          incur, issue, assume, guarantee or create any Secured Funded Debt,
          without effectively providing concurrently with the incurrence,
          issuance, assumption, guaranty or creation of any such Secured Funded
          Debt that the outstanding Debt Securities (together with, if the
          Company shall so determine, any other Indebtedness of the Company or
          such Restricted Subsidiary then existing or thereafter created which
          is not subordinated to the outstanding Debt Securities) shall be
          secured equally and ratably with (or prior to) such Secured Funded
          Debt, so long as such Secured Funded Debt shall be secured by a Lien,
          unless, after giving effect thereto, the sum of the aggregate amount
          of all outstanding Secured Funded Debt of the Guarantor and its
          Restricted Subsidiaries (including the Company) would not exceed an
          amount equal to the sum of (i) U.S.$20,000,000 and (ii) 15% of
          Consolidated Net Tangible Assets of the Guarantor and Restricted
          Subsidiaries; provided, however, that this paragraph (i) shall not
          apply to, and there shall be excluded from Secured Funded Debt in any
          computation under this paragraph (i), Funded Debt secured by Permitted
          Liens.

Section 11.2  Performance of Covenants by Trustee: If the Company fails to
perform any of its covenants contained in this Indenture, the Trustee may notify
the Holders of such failure on the part of the Company and may itself perform
any of such covenants capable of being performed by it, but shall be under no
obligation to do so. All sums expended or advanced by the Trustee shall be
repayable as provided in Section 3.3. No such performance or advance by the
Trustee shall be deemed to relieve the Company of any default hereunder or if
its continuing obligations under the covenants herein contained.

Section 11.3  Trustee's Remuneration and Expenses: The Company covenants with
the Trustee that it will pay to the Trustee from time to time reasonable
remuneration for its services hereunder and will pay or reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in the administration or execution of the trusts
hereby created (including the reasonable compensation and the disbursements of
its Counsel and all other advisers and assistants not regularly in its employ),
both before any default hereunder and thereafter until all duties of the Trustee
under the trusts hereof shall be finally and fully performed, except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
Any amount due under this Section 3.3 and unpaid 30 days after request for such
payment shall bear interest from 
<PAGE>
 
                                      -32-

the expiration of such 30 days at a rate per annum equal to the then current
rate charged by the Trustee from time to time, payable on demand.


                                  ARTICLE 12

                          GUARANTEE OF DEBT SECURITIES

Section 12.1  Guarantee of Debt Securities:

(1) The Guarantor covenants with the Trustee on behalf of the Holders that the
Company will pay, and hereby unconditionally guarantees, as provided in the
Guarantee to be endorsed on each Debt Security pursuant to Section 4.2, the due
and punctual payment of the principal of and premium (if any) and interest on
each Debt Security certified by or on behalf of the Trustee, when and as the
same shall become due and payable after any applicable grace period, whether at
their respective due dates, on redemption or on a declaration or otherwise, in
accordance with the terms of such Debt Security and this Indenture (the
"Obligations"); provided, however, that payment of interest on overdue
instalments of interest is hereby guaranteed only to the extent permitted by
applicable law. In case of default by the Company in the payment of any such
principal, premium, or interest, the Guarantor agrees duly and punctually to pay
the same without demand after the expiry of any applicable grace period. The
Guarantor hereby agrees that its obligations under each Guarantee and this
Indenture shall be unconditional, irrespective of any invalidity, illegality,
irregularity or unenforceability of any such Debt Security or this Indenture as
regards the Company (other than by reason of lack of genuineness), or the
absence of any action to enforce the same, the recovery of any judgment against
the Company or any action to enforce the same or any circumstances which might
otherwise constitute a legal or equitable discharge or defence of a guarantor.
The Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of merger, amalgamation, insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest or notice with respect to any Debt Security or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that its obligations
under this Section 4.1 and each Guarantee will not be discharged as to any Debt
Security except by payment in full of the principal of and premium (if any) and
interest on such Debt Security.

(2) The obligation of the Guarantor under this Section 4.1 and each Guarantee
shall be a continuing obligation, shall cover all the Obligations and shall
apply to and secure any ultimate balance due or remaining unpaid to the Holders
of any Debt Security.

(3) In addition to the guarantee contained in each Guarantee and this Indenture,
the Guarantor hereby covenants and agrees to indemnify and save the Holders of
any Debt Security harmless against all costs, losses, expenses and damages they
may suffer as a result of the Company's default in the performance of any of the
Obligations.
<PAGE>
 
                                      -33-

(4) The Guarantor shall not be or become liable hereunder or under any Guarantee
to make any payment of principal, premium or interest in respect of which the
Company is in default if the default of the Company in respect of which the
Guarantor would otherwise be or become liable hereunder or under any guarantee
has been waived or directed to be waived pursuant to the provisions in that
behalf contained in this Indenture; but no waiver or consent of any kind
whatsoever shall release, alter or impair the unconditional obligation of the
Guarantor hereunder or under any Guarantee after giving effect to such waiver or
consent.

(5) The Guarantor shall be subrogated to all rights of the Holder of each Debt
Security against the Company in respect of any amount paid by the Guarantor
pursuant to the provisions of any Guarantee, but the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon,
such right of subrogation until the principal of and premium (if any) and
interest on all Debt Securities has been paid in full or duly provided for.

(6) If any moneys become payable by the Guarantor hereunder the Trustee shall be
entitled to enforce and receive payment thereof by the Guarantor, for the
benefit of the Holders of the Debt Securities, and shall be entitled to recover
judgment against the Guarantor for any portion of the same remaining unpaid; and
the Trustee shall have further remedies with respect to the Guarantor similar to
the remedies granted to it in Article 7 with respect to the Company. The whole
of the moneys from time to time received by the Trustee hereunder shall be
applied by the Trustee in accordance with Section 7.6.

(7) The obligations of the Guarantor under each Guarantee shall constitute
senior direct obligations of the Guarantor and shall rank pari passu with all
senior debt of the Guarantor for borrowed money.

(8) Payments in respect of the Debt Securities, if any, by the Guarantor will be
made without withholding for, or on account of, any present or future taxes
imposed by or on behalf of Canada, the United States or any political
subdivision thereof unless such taxes are required by law or by the
administration thereof to be withheld or deducted, in which case the Guarantor
will pay such additional amounts as will result (after the withholding or
deduction of such taxes) in the payment to the holders of the Debt Securities of
the amounts that would otherwise have been payable pursuant to the Guarantee but
no such additional amount will be payable with respect to the Guarantor's
Guarantee of any Debt Security (a) which is held by a person who is subject to
any such taxes by reason of such person being connected with Canada or the
United States (as the case may be) otherwise than merely by the holding or use
outside Canada or the United States (as the case may be) or ownership as a non-
resident of Canada or the United States (as the case may be) of the Debt
Security and the guarantee in respect thereof, (b) which is held by or on behalf
of a Person who is not dealing at arm's length with the Company or the Guarantor
or (c) which is presented for payment more than 30 days after the date on which
such payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later, except to the extent that the Holder
thereof would have been entitled to receive payment of such additional amount if
the Holder had presented such Debt Security for payment on the last day of such
30-day period.
<PAGE>
 
                                      -34-

Section 12.2  Execution and Delivery of Guarantee:

(1) To evidence its guarantee to the Holders of Debt Securities specified in
Section 4.1, the Guarantor shall endorse upon each Debt Security duly issued
hereunder a Guarantee substantially in the form set out in Schedule I with such
appropriate insertions, omissions, substitutions (including replacing the term
"Note" with such term as properly describes the Debt Security in question) and
variations as the officers of the Guarantor executing the same may approve, such
approval to be conclusively evidenced by the certification of the Debt Security.
The form of Guarantee may include a corresponding French text. In the event of
any contradiction, discrepancy or difference between the English language text
and the French language text of the form of Guarantee, the English language text
shall govern, except where applicable law otherwise requires. Each Guarantee
shall be executed on behalf of the Guarantor by its Chief Executive Officer,
President or one of its Vice Presidents manually or by facsimile signature, and
shall have a facsimile of the corporate seal of the Guarantor affixed thereto or
imprinted or otherwise reproduced thereon. If any officer of the Guarantor who
has signed any Guarantee, manually or by facsimile signature, ceases to be such
officer before the Debt Security on which such Guarantee is endorsed has been
certified by or on behalf of the Trustee or issued by the Company, such Debt
Security, with such Guarantee endorsed thereon, nevertheless may be certified,
delivered and issued as though the person who signed such Guarantee had not
ceased to be such officer; and any Guarantee may be signed and sealed on behalf
of the Guarantor by such Person as, at the actual date of the Board Resolution
of the Guarantor or at any subsequent time, is a proper officer of the
Guarantor, although at the Original Issue Date of the Debt Security any such
Persons was not such officer of the Guarantor.

(2) The Guarantor agrees that the certification by the Trustee, in the manner
provided in this Indenture, of any Debt Security (whether in global form or
definitive form), shall be conclusive evidence that the Guarantee endorsed upon
such Debt Security has been duly executed and delivered and is a valid
obligation of the Guarantor. The Guarantor agrees that the issuance by the
Company of a Debt Security and the delivery of such Debt Security by the
Trustee, after certification by the Trustee in the manner provided in this
Indenture, shall be deemed delivery by the Guarantor of the Guarantee appearing
upon such Debt Security.


                                  ARTICLE 13

                           COVENANTS OF THE GUARANTOR

Section 13.1  Covenants of the Guarantor: The Guarantor covenants with the
Trustee for the benefit of the Holders that:

     (a)  Financial Statements and Statement as to Compliance: It shall file
          with the Trustee (i) within four months after the close of each
          fiscal year (which, until the Guarantor otherwise notifies the
          Trustee, shall be deemed to be the 12 months ending December 
<PAGE>
 
                                      -35-

          31), beginning with the fiscal year ended December 31, 1998, audited
          financial statements of the Guarantor for such fiscal, and (ii) within
          two months of the end of each fiscal quarter, beginning with the
          fiscal quarter immediately following the first issuance of Debt
          Securities, an audited financial statement of the Guarantor for such
          fiscal quarter. This covenant shall be deemed to be satisfied by the
          filing with the Trustee within the time specified of a copy of the
          Guarantor's Annual Report on Form 10-K for such fiscal year or the
          Guarantor's quarterly report on Form 10-Q for such fiscal quarter (as
          the case may be) in each case as filed by the Guarantor with the
          United States Securities and Exchange Commission.

     (b)  Corporate Existence: Subject to Article 11, and so long as any Debt
          Securities remain outstanding, it shall do or cause to be done all
          things necessary to preserve and keep in full force and effect its
          corporate existence, rights (charter and statutory) and franchises;
          but the Guarantor shall not be required to preserve any such right or
          franchise if the Guarantor determines that the preservation thereof is
          no longer desirable in the conduct of the business of the Guarantor
          and that the loss thereof is not disadvantageous in any material
          respect to the Holders.

     (c)  To Perform Obligations: Subject to the terms hereof, it will do,
          observe and perform or cause to be done, observed and performed all of
          its obligations and all matters and things necessary or expedient to
          be done, observed or performed by virtue of any applicable law for the
          purpose of creating, performing or maintaining the trusts herein
          referred to and will do, observe and perform all the obligations
          hereby imposed on it.

     (d)  Good Standing Certificate: So long as any of the Debt Securities
          remain outstanding, it shall deliver to the Trustee within four months
          (or such longer period as the Trustee may in its discretion consent
          to) after the end of each of the Guarantor's fiscal years, a
          certificate of the Guarantor that the Guarantor has complied with all
          requirements applicable to it contained in this Indenture the non-
          compliance with which would, with the giving of notice, lapse of time
          or otherwise, constitute an Event of Default on the part of the
          Guarantor, or, if such is not the case, specifying the requirement
          which has not been complied with and giving particulars of such non-
          compliance.

     (e)  Additional Instruments: Upon request of the Trustee from time to time,
          it shall execute and deliver all such additional instruments and will
          do all such additional acts as may reasonably be required or proper to
          carry out most effectively the purpose of this Indenture.

     (f)  Restrictions on Secured Funded Debt: It shall not, nor will it permit
          any Restricted Subsidiary to, incur, issue, assume, guarantee or
          create any Secured Funded Debt, without effectively providing
          concurrently with the incurrence, issuance, assumption, guaranty or
          creation of any such Secured Funded Debt that the outstanding Debt
<PAGE>
 
                                      -36-

          Securities (together with, if the Guarantor shall so determine, any
          other Indebtedness of the Guarantor or such Restricted Subsidiary then
          existing or thereafter created which is not subordinated to the
          outstanding Debt Securities) shall be secured equally and ratably with
          (or prior to) such Secured Funded Debt, so long as such Secured Funded
          Debt shall be secured by a Lien, unless, after giving effect thereto,
          the sum of the aggregate amount of all outstanding Secured Funded Debt
          of the Guarantor and its Restricted Subsidiaries would not exceed an
          amount equal to the sum of (i) U.S.$20,000,000 and (ii) 15% of
          Consolidated Net Tangible Assets of the Guarantor and Restricted
          Subsidiaries; provided, however, that this paragraph (f) shall not
          apply to, and there shall be excluded from Secured Funded Debt in any
          computation under this paragraph (f), Funded Debt secured by Permitted
          Liens.


                                  ARTICLE 14

                  REDEMPTION AND PURCHASE OF DEBT SECURITIES

Section 14.1  Redemption of Debt Securities at Option of Company: The Company,
when not in default hereunder, shall have the right at its option to redeem,
either in whole or in part, from time to time before Stated Maturity, any Debt
Security which by its terms is made so redeemable at such Redemption Price, at
such Redemption Date, and on such terms and conditions as shall have been
determined by or pursuant to this Indenture. If less than all of the Debt
Securities with like tenor and terms are to be redeemed, the Corporation shall
in each such case, at least 15 Business Days before the date upon which the
notice of redemption is required to be given, notify the Trustee in writing of
its intention to redeem Debt Securities and of the aggregate principal amount of
Debt Securities so to be redeemed. The Debt Securities so to be redeemed may be
selected by lot by the Trustee or may be selected on a pro rata basis (to the
nearest multiple of $1,000 or, if the Debt Securities are denominated in United
States dollars, U.S.$1,000) in accordance with the principal amount of Debt
Securities registered in the name of each Holder of the Debt Securities so to be
redeemed may be selected by such other means as the Trustee may deem equitable.
For this purpose the Trustee may make regulations with regard to the manner in
which such Debt Securities may be so selected and regulations so made shall be
valid and binding upon all Holders of Debt Securities.

Section 14.2  Notice of Redemption: The Company shall give to the Holder notice
of its intention to redeem any Debt Security in whole or in part in the manner
provided in Section 13.2 not less than 30 nor more than 60 days before the date
fixed for redemption. Each notice of redemption shall state the Redemption Date,
and, if less than the whole principal amount of any Debt Security is to be
redeemed, the distinctive number of such Debt Security and the portion of the
principal amount thereof which is to be redeemed. Each notice shall also state
that the interest on the Debt Security designated for redemption (or, in the
case of any Debt Security which is to be redeemed in part only, that the
interest on the part to be redeemed) shall cease on the Redemption Date and that
on the Redemption Date there will become due and payable on the Debt Security
the applicable Redemption Price thereof and interest accrued thereon to the
Redemption Date.
<PAGE>
 
                                      -37-

Section 14.3  Upon Due Publication of Notice, Debt Securities Called for
Redemption to Become Due and Payable on Redemption Date, Interest to Cease After
Redemption Date, Company to Deposit Funds Sufficient for Redemption: Upon notice
of redemption being duly given as set out herein, the Debt Securities so to be
redeemed shall become due and payable at the Redemption Price, on the Redemption
Date specified in such notice, at any of the places where the principal of such
Debt Securities is expressed to be payable in the same manner and with the same
effect as if the Redemption Date were the Stated Maturity of the Debt
Securities; and on the date so designated (unless the Company shall make default
in making the deposit required by this Section 6.3) interest on the Debt
Securities so designated for redemption (or, in the case of a partial
redemption, on the portion thereof to be redeemed) shall cease to accrue and,
upon surrender for payment of any Debt Securities specified in such notice, such
Debt Securities (or such specified portions) shall be paid by the Company at the
Redemption Price. The Company shall deposit with the Trustee on or before each
Redemption Date an amount sufficient to redeem all Debt Securities which the
Company has elected to redeem on such date. Promptly upon the making of such
deposit and after notice of redemption has been duly given as provided herein,
the Company shall file with the Trustee a Company Certificate and an Opinion of
Counsel each stating that, in the opinion of the signers, all conditions
precedent in connection with such redemption have been complied with.

Section 14.4  Surrender of Debt Securities for Cancellation: If the principal
moneys due upon any Debt Security issued hereunder shall become payable by
redemption or otherwise before its Stated Maturity, the Person presenting such
Debt Security for payment must surrender the same for cancellation, but the
Company shall nevertheless pay the interest accrued and unpaid thereon if the
date fixed for payment is not an Interest Payment Date.

Section 14.5 Purchase of Debt Securities: The Company shall have the right to
purchase, at any time, Debt Securities in the open market or by tender or by
private contract at such price or prices and upon such terms and conditions as
the Company in its absolute discretion may determine, subject, however, to any
applicable law restricting the purchase of Debt Securities and to such
restrictions or conditions, if any, as determined at the time of the issue of
the Debt Securities and as shall have been expressed in the Debt Securities or
the supplemental indenture authorizing or providing for their issue.  Debt
Securities so purchased by the Company may be held or resold or, at the
discretion of the Company, may be surrendered to the Trustee for cancellation.


                                  ARTICLE 15

                                   REMEDIES

Section 15.1  Event of Default:

(1) "Event of Default", wherever used herein, means with respect to any series
of Debt Securities (provided, however, that the definition of Event of Default
in respect of a particular series of Debt 
<PAGE>
 
                                      -38-

Securities may be amended pursuant to an indenture supplemental hereto), any one
of the following events (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

     (a)  default in the payment of any interest upon such series of Debt
          Securities when due and payable, and continuance of such default for a
          period of 30 days;

     (b)  default in the payment of the principal of (or premium, if any, on)
          the Debt Securities of such series at Maturity;

     (c)  default in the deposit of sinking fund or other payment (other than
          interest) required pursuant to the terms of such series when due;

     (d)  default in the performance, or breach, of any covenant or warranty of
          the Company or the Guarantor in this Indenture (other than a covenant
          or warranty a default in the performance of which or the breach of
          which is specifically dealt with elsewhere in this Section 7.1), and
          continuance of such default or breach for a period of 60 days after
          there has been given, to the Company and the Guarantor by the Trustee
          or to the Company, the Guarantor and the Trustee by the Holders of 25%
          or more in aggregate principal amount of the outstanding Debt
          Securities of such series, a written notice specifying such default or
          breach and requiring it to be remedied and stating that such notice is
          a "Notice of Default" hereunder;

     (e)  a default or defaults under any mortgage, indenture or instrument
          under which there may be issued or by which there may be secured or
          evidenced any Indebtedness (including this Indenture), whether such
          Indebtedness now exists or shall hereafter be created, which default
          or defaults shall have resulted in such Indebtedness, in an aggregate
          principal amount exceeding U.S.$60,000,000, individually or in the
          aggregate, having been declared due and payable prior to such date on
          which it would otherwise have become due and payable, without such
          Indebtedness having been discharged, or such acceleration having been
          rescinded or annulled, or there having been deposited in trust a sum
          of money sufficient to discharge in full such Indebtedness, within a
          period of 30 days after there shall have been given, by registered
          mail, to the Company and the Guarantor by the Trustee or to the
          Company, the Guarantor and the Trustee by the Holder or Holders of at
          least 25% in aggregate principal amount of the Debt Securities of such
          series a written notice specifying such default and requiring the
          Company and the Guarantor to cause such Indebtedness to be discharged,
          cause to be deposited in trust a sum sufficient to discharge in full
          such Indebtedness, or cause such acceleration to be rescinded or
          annulled and stating that such notice is a "Notice of Default"
          hereunder; provided, however, that the Trustee shall not be deemed to
          have knowledge of such default unless either (A) the Trustee shall
          have actual knowledge of such default or (B) the Trustee shall have
          received written notice thereof from the Company, from the Guarantor,
          from the holder of any 
<PAGE>
 
                                      -39-

          such Indebtedness or from any trustee under any such mortgage,
          indenture or other instrument;

     (f)  the entry by a court of competent jurisdiction of (A) a decree or
          order for relief in respect of the Company or the Guarantor in an
          involuntary case or proceeding under any applicable Canadian or United
          States federal, provincial or state bankruptcy, insolvency,
          reorganization or other similar law or (B) a decree or order adjudging
          the Company or the Guarantor a bankrupt or insolvent, or approving as
          properly filed a petition seeking reorganization, arrangement,
          adjustment or composition of or in respect of the Company or the
          Guarantor under any applicable Canadian or United States federal,
          provincial or state law, or appointing a custodian, receiver,
          liquidator, assignee, trustee, sequestrator or other similar official
          of the Company or the Guarantor or of any substantial part of its
          property (including without limitation any such proceeding under the
          Companies' Creditors Arrangement Act (Canada)), or ordering the
          winding up or liquidation of its affairs, and the continuance of any
          such decree or order for relief or any such other decree or order
          unstayed and in effect for a period of 60 consecutive days;

     (g)  the commencement by the Company or the Guarantor of a voluntary case
          or proceeding under any applicable Canadian or United States federal,
          provincial or state bankruptcy, insolvency, reorganization or other
          similar law or of any other case or proceeding to be adjudicated a
          bankrupt or insolvent, or the consent by it to the entry of a decree
          or order for relief in respect of the Company or the Guarantor in an
          involuntary case or proceeding under any applicable Canadian or United
          States federal, provincial or state bankruptcy, insolvency,
          reorganization or other similar law or to the commencement  of any
          bankruptcy or insolvency case or proceeding against it, or the filing
          by it of a petition or answer or consent seeking reorganization or
          relief under any applicable Canadian or United States federal,
          provincial or state law, or the consent by it to the filing of any
          such petition or to the appointment of a custodian, receiver,
          liquidator, assignee, trustee, sequestrator or other similar official
          of the Company or the Guarantor or of any substantial part of its
          property (including without limitation the Companies' Creditors
          Arrangement Act (Canada)), or the making by the Company or the
          Guarantor of an assignment for the benefit of creditors, or the
          admission by it in writing of its inability to pay its debts generally
          as they become due, or the taking of corporate action by the Company
          or the Guarantor in furtherance of any such action; or

     (h)  if a custodian, a receiver or a receiver and manager is appointed for
          the Company or the Guarantor or an encumbrancer takes possession of
          the property of the Company or the Guarantor or any part which is, in
          the opinion of Counsel, a substantial part thereof and continues to be
          in possession thereof for a period of 60 days.
<PAGE>
 
                                      -40-

(2) The Guarantor shall provide notice to the Trustee forthwith upon any
Indebtedness being declared due and payable in circumstances that, after notice
and lapse of time, would give rise to the Event of Default referred to in
paragraph 7.1(1)(e). The Company shall provide notice to the Trustee forthwith
upon any Indebtedness of the Company (or of any Restricted Subsidiary which is a
Subsidiary of the Company) being declared due and payable in circumstances that,
after notice and lapse of time, would give rise to the Event of Default referred
to in paragraph 7.1(1)(e). The Trustee shall provide the notice referred to in
paragraph 7.1(1)(e) forthwith after receiving any notice from the Guarantor or
the Company which is given under this Subsection 7.1(2).

Section 15.2  Acceleration of Maturity; Rescission and Annulment:

(1) If an Event of Default occurs in respect of a particular series of Debt
Securities and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Debt Securities
outstanding of such series may declare the principal of (and premium, if any,
payable in respect of such series of Debt Securities) and interest on all the
Debt Securities of such series to be due and payable immediately, by a notice in
writing to the Company and the Guarantor (and to the Trustee if given by
Holders), and upon any such declaration such principal (and such premium, if
any), and interest shall become immediately due and payable.

(2) At any time after such declaration of acceleration has been made and before
a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of more than 50% in
principal amount of the Debt Securities of such series outstanding, by written
notice to the Company, the Guarantor and the Trustee, may rescind and annul such
declaration and its consequences if:

     (a)  the Company or the Guarantor has paid or deposited with the Trustee a
          sum sufficient to pay:

          (i)   all overdue instalments of interest, if any, on all Debt
                Securities of such series,

          (ii   the principal of (and premium, if any, payable in respect of) 
                any Debt Securities of such series which have become due
                otherwise than by such declaration of acceleration and interest
                thereon at the rate or the respective rates borne by the Debt
                Securities of such series,

          (iii) to the extent that payment of such interest is lawful, interest
                upon overdue instalments of interest, if any, at the rate or the
                respective rates borne by the Debt Securities of such series,
                and

          (iv)  all sums paid or advanced by the Trustee hereunder and the
                reasonable compensation, expenses, disbursements and advances of
                the Trustee, its agents and counsel; and
<PAGE>
 
                                      -41-

     (b)  all Events of Default, other than the non-payment of the principal of
          the Debt Securities of such series which have become due solely by
          such acceleration, have been cured or waived as provided in Section
          7.13;

but no such rescission shall affect any subsequent default or impair any right
consequent thereon.

Section 15.3  Collection of Indebtedness and Suits for Enforcement by Trustee:

(1)  If:

     (a)  default is made in the payment of any instalment of interest on any
          Debt Securities of a particular series or in the payment or
          satisfaction of any sinking fund obligation when such interest or
          sinking fund obligation, as the case may be, becomes due and payable
          and such default continues for a period of 30 days, or

     (b)  default is made in the payment of the principal of (or premium, if
          any, payable in respect of) any Debt Securities of a particular series
          at the Maturity thereof,

the Company shall, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Debt Securities, the whole amount then due and payable, whether
on a declaration pursuant to Section 7.2 or otherwise, on such Debt Securities
for principal (and premium, if any, payable in respect of any such Debt
Securities) and interest, with interest on the overdue principal (and premium,
if any, payable in respect of any such Debt Securities) and, to the extent that
payment of such interest is permitted by applicable law, upon overdue interest,
at the rate or respective rates borne by the Debt Securities, and, in addition
thereto, such further amount as is sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and Counsel.

(2) If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee deems most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

Section 15.4  Trustee May File Proof of Claim: If proceedings for the
receivership, insolvency, liquidation, bankruptcy, winding-up, re-organization,
arrangement, adjustment or composition of the Company or the Guarantor under any
applicable law are pending, or if a receiver, or a receiver and manager, or
trustee has been appointed for the property of the Company or the Guarantor, or
in case of any other judicial proceedings relating to the Company or the
Guarantor, its creditors or its property, the Trustee (regardless whether the
principal of the Debt Securities is then due and payable as therein expressed or
by declaration or otherwise and regardless whether the Trustee has made any
<PAGE>
 
                                      -42-

demand on the Company or the Guarantor for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise:

     (a)  to file and prove a claim for the whole amount of principal (and
          premium, if any, payable in respect of any Debt Securities), and
          interest owing and unpaid in respect of the Debt Securities and to
          file such other papers or documents as may be necessary or advisable
          in order to have the claims of the Trustee (including any claim for
          the reasonable compensation, expenses, disbursements and advances of
          the Trustee, its agents and Counsel) and of the Holders allowed in
          such judicial proceeding; and

     (b)  to collect and receive any moneys or other property payable or
          deliverable on any such claims and to distribute the same;

and any receiver, receiver and manager, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, if
the Trustee consents to the making of such payments directly to the Holders, to
pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and Counsel, and
any other amounts due to the Trustee under Section 3.3. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Debt Securities or the rights of any
Holder, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

Section 15.5  Trustee May Enforce Claims Without Possession of Debt Securities:
All rights of action and claims under this Indenture or the Debt Securities or
Guarantees may be prosecuted and enforced by the Trustee without the possession
of any of the Debt Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and Counsel, be
for the ratable benefit of the Holders in respect of which such judgement has
been recovered.

Section 15.6  Application of Moneys Collected: Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium payable in respect of any Debt
Securities, if any) or interest, upon presentation of the Debt Securities and
the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

     FIRST:    To the payment of all amounts due to the Trustee under Section 
               3.3;

     SECOND:   Subject to the provisions of Subsection 3.1(e) and as hereinafter
               in this Section provided, to the payment of the principal of all
               of the Debt Securities, and thereafter to the payment of the
               premium (if any) on the Debt Securities 
<PAGE>
 
                                      -43-

               and lastly to the payment of accrued and unpaid interest and
               interest on overdue interest and premium (if any) on the Debt
               Securities (or, if the Holders by Extraordinary Resolution have
               directed payments in any other order of priority among principal,
               premium (if any) or interest or without priority as among
               principal, premium (if any) or interest, then such moneys shall
               be applied in accordance to such direction); but no payments
               shall be made pursuant to this Section 7.6 in respect of the
               principal, premium or interest of any Debt Security held,
               directly or indirectly, by or for the benefit of the Company or
               any Affiliate until after the payment in full of the principal,
               premium, if any, and interest of all Debt Securities which are
               not so held.

Section 15.7  Limitation on Suits: No Holder of any series of Debt Securities
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver, or a receiver
and manager, or trustee, or for any other remedy hereunder, unless:

     (a)  such Holder has previously given written notice to the Trustee, the
          Company and the Guarantor of a continuing Event of Default in respect
          of a particular series of Debt Securities;

     (b)  the Holders of not less than 25% in principal amount of the
          outstanding Debt Securities of such series have made written request
          to the Trustee to institute proceedings in respect of such Event of
          Default in its own name as Trustee hereunder;

     (c)  such Holder or Holders have offered to the Trustee reasonable
          indemnity against the costs, expenses and liabilities to be incurred
          in compliance with such request;

     (d)  the Trustee for 30 days after its receipt of such notice, request and
          offer of indemnity has failed to institute any such proceeding; and

     (e)  no direction inconsistent with such written request has been given to
          the Trustee during such 30 day period by the Holders of a majority in
          principal amount of the outstanding Debt Securities of such series;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or seek to obtain priority or preference over any other Holders or
to enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all the Holders.
<PAGE>
 
                                      -44-

Section 15.8  Unconditional Right of Holders to Receive Principal, Premium and
Interest: Notwithstanding any other provision in this Indenture, the Holder of
any Debt Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any, payable in respect of
any Debt Security) and interest on such Debt Security on the respective Stated
Maturities expressed in such Debt Security (or, in the case of redemption, on a
Redemption Date) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder.

Section 15.9  Restoration of Rights and Remedies: If the Trustee or any Holder
has instituted any proceedings to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case the Company, the Guarantor, the Trustee and the Holders shall,
subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

Section 15.10  Rights and Remedies Cumulative: No right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

Section 15.11  Delay or Omission not Waiver: No delay or omission of the Trustee
or any Holder to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

Section 15.12  Control by Holders: The Holders of Debt Securities of a
particular series shall have the right to direct, by Extraordinary Resolution,
the time, method and place of conducting any proceeding for any remedy in
respect of such series available to the Trustee or exercising any trust or power
conferred on the Trustee, but:

     (a)  such direction shall not conflict with any rule of law or with this
          Indenture; and

     (b)  the Trustee may take any other action deemed proper by the Trustee
          which is not inconsistent with such direction.

Section 15.13  Waiver of Past Defaults: The Holders of Debt Securities of a
particular series may waive, by Extraordinary Resolution, any past default
hereunder and its consequences. Upon any such waiver, such default shall cease
to exist, and any Event of Default arising therefrom shall be deemed 
<PAGE>
 
                                      -45-

to have been cured, for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon.

Section 15.14  Undertaking for Costs: All parties to this Indenture agree, and
each Holder of any Debt Security by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable counsel fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 25% in principal amount of the
outstanding Debt Securities of a particular series of Debt Securities, or to any
suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any, payable in respect of any Debt Security) or
interest on any Debt Security on or after the respective Stated Maturities
expressed in such Debt Security (or, in the case of redemption, on or after the
Redemption Date).

Section 15.15  Waiver of Stay or Extension of Laws: Each of the Company and the
Guarantor covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension of law wherever enacted, now or
at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and each of the Company and the Guarantor (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

Section 15.16  Notice of Payment by Trustee: Not less than 21 days' notice shall
be given by the Trustee of any payment to be made under this Article to the
Holders. Such notice shall state the time when and place where such payment is
to be made and also the liability under this Indenture upon which it is to be
applied. After the day so fixed, unless payment has been duly demanded and have
been refused, the Holders will be entitled to interest only on the balance (if
any) of the principal moneys, premium (if any) payable in respect of any Debt
Security, and interest due to them, respectively, on the Debt Securities, after
deduction of the respective amounts payable in respect thereof on the day so
fixed.

Section 15.17  Trustee May Demand Production of Debt Securities: The Trustee
shall have the right at the time it makes any payment of principal, interest or
premium required by this Article to demand of the Person claiming such payment
the production of the actual Debt Security under which such Person claims such
payment be made, and may cause to be endorsed on the same a memorandum of the
amount so paid and the date of payment, but the Trustee may, in its discretion,
dispense with such production and endorsement in any special case, upon such
indemnity being given to it and to the Company as it shall deem sufficient.
<PAGE>
 
                                      -46-

Section 15.18  Trustee Appointed Attorney: Each of the Company and the Guarantor
hereby irrevocably appoints the Trustee to be its attorney for and in the name
and on behalf of it to execute any deeds, documents, transfers, conveyances,
assignments, assurances and consents, and to do all things which it ought to
execute and do hereunder and generally to use its name in the exercise of all or
any of the powers hereby conferred on the Trustee, with full powers of
substitution and revocation.


                                  ARTICLE 16

                                  THE TRUSTEE

Section 16.1  Indenture Legislation:

(1) The expression "Indenture Legislation" means the provisions, if any, of the
Business Corporations Act (Alberta), the Business Corporations Act (Ontario),
both as amended or reenacted, and any other statute of Canada or any province
thereof, and of any regulations under any such statute, relating to trust
indentures and to the rights, duties and obligations of trustees under trust
indentures and of corporations issuing debt obligations under trust indentures,
to the extent that such provisions are at the time in force and applicable to
this Indenture or the Company.

(2) The Company and the Trustee agree that each will at all times in relation to
this Indenture and any action to be taken hereunder observe and comply with and
be entitled to the benefits of Indenture Legislation.

(3) If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with any mandatory requirement of Indenture Legislation, such
mandatory requirement shall prevail.

Section 16.2  Standard of Care of Trustee: In the exercise of the rights,
duties and obligations prescribed for or conferred on or vested in the Trustee
by this Indenture, the Trustee shall exercise that degree of care, diligence and
skill that a reasonably prudent trustee would exercise in comparable
circumstances.

Section 16.3  Trustee to Give Notice of Event of Default: Subject to Subsection
7.1(2), within 30 days after the Trustee becomes aware of the occurrence of an
Event of Default in respect of a particular series of Debt Securities, the
Trustee shall give notice thereof to the Holders in the manner provided in
Section 13.2, unless such Event of Default is no longer continuing at the time
such notice is given or the Trustee in good faith determines that the
withholding of such notice is in the best interests of the Holders of such
series of Debt Securities and so advises the Company in writing.

Section 16.4  Trustee Not Ordinarily Bound: Except as otherwise specifically
provided herein, the Trustee shall not, subject to the provisions of Indenture
Legislation, be bound to give notice to any 
<PAGE>
 
                                      -47-

person of the execution hereof, nor to do, observe or perform or see to the
observance or performance by the Company of any of the obligations herein
imposed upon the Company or of the covenants on the part of the Company herein
contained, nor in any way to supervise or interfere with the conduct of the
Company's business, unless the Trustee shall have been required to do so in
writing by the Holders of not less than 25% of the aggregate principal amount of
the Debt Securities then outstanding or by an Extraordinary Resolution of the
Holders passed in accordance with the provisions contained in Article 9 and then
only after it shall have been indemnified to its satisfaction against all
actions, proceedings, claims and demands to which it may render itself liable
and all costs, charges, damages and expenses which it may incur by so doing.

Section 16.5  Conditions Precedent to Trustee's Ob1igations to Act Hereunder:

(1) Except as provided in Subsection 7.1(2) and Sections 8.3 and 8.15, the
Trustee shall not be bound to give any notice or do or take any act, action or
proceeding by virtue of the powers conferred on it hereby unless and until it
has been required so to do under the terms hereof and provided with such
evidence of compliance with every covenant, condition or other requirement
specified herein, to be furnished to the Trustee in connection with such notice,
act, action or proceeding or in connection with the exercise of its rights and
duties hereunder and such other evidence of compliance with the provisions of
this Indenture as the Trustee may reasonably require; nor shall the Trustee be
required to take notice of any default hereunder, other than payment of any
moneys required by any provision hereof to be paid to it, unless and until
notified in writing of such default, which notice shall distinctly specify the
relevant default and, in the absence of any such notice, the Trustee may for all
purposes of this Indenture conclusively assume that the Company is not in
default hereunder and that no default has been made with respect to the payment
of principal, premium, interest or sinking fund payment on or for the Debt
Securities or in the observance or performance of any of the covenants,
agreements or conditions contained herein. Any such notice or requisition shall
in no way limit any discretion herein given to the Trustee to determine whether
or not the Trustee shall take action with respect to any default or take action
without any such requisition.

(2) The obligation of the Trustee to commence or continue any act, action or
proceeding for the purpose of enforcing any rights of the Trustee or the Holders
hereunder shall be conditional upon the Holders furnishing, when required by
notice in writing by the Trustee, sufficient funds to commence or continue such
act, action or proceeding and indemnity reasonably satisfactory to the Trustee
to protect and hold harmless the Trustee against the costs, charges, and
expenses and liabilities to be incurred thereby and any loss and damage it may
suffer by reason thereof.

(3) The Trustee will disburse monies according to this Indenture only to the
extent that monies have been deposited with it. None of the provisions contained
in this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur financial liability in the performance of its duties or in the
exercise of any of its rights or powers unless indemnified as aforesaid.

(4) The Trustee may, before commencing or at any time during the continuance of
any such act, action or proceeding, require the Holders at whose instance it is
acting to deposit with the Trustee the Debt Securities held by them, for which
Debt Securities the Trustee shall issue receipts.
<PAGE>
 
                                      -48-

Section 16.6  Delegation; Experts and Advisers:

(1) The Trustee may delegate to any Person the performance of any of the trusts
and powers vested in it by this Indenture and any such delegation may be made
upon such terms and conditions and subject to such regulations, not including
however any power to sub-delegate, as the Trustee may think to be in the
interests of the Holders.

(2) The Trustee may employ or retain such Counsel, auditors, accountants,
appraisers or other experts or advisers, whose qualifications give authority to
any opinion or report made by them, as it may reasonably require for the purpose
of determining and discharging its duties hereunder.

(3) The Trustee may pay reasonable remuneration for all services performed for
it in the discharge of the trusts hereof by any such agent or attorney, or
expert or adviser, without taxation for costs or fees of any Counsel, solicitor
or attorney, such remuneration to be repaid to the Trustee by the Company in
accordance with Section 3.3.

(4) The Trustee may act and rely on the opinion or advice of or information
obtained from any Counsel, auditors, accountants, appraisers or other experts or
advisers.

Section 16.7  Documents, Money Etc. Held by Trustee:

(1) Any securities, documents of title or other instruments that may at any time
be held by the Trustee subject to the trusts hereof may be placed in the deposit
vaults of the Trustee or of any Canadian chartered bank or trust company or
deposited for safekeeping with any such bank or trust company.

(2) The Trustee shall not be responsible or liable in any manner whatsoever for
the sufficiency, correctness, genuineness or validity of any security deposited
with it.

(3) Any monies held by the Trustee subject to the trusts hereof, pending the
application or withdrawal thereof under any provisions of this Indenture, may be
deposited in the name of the Trustee in any Canadian chartered bank at the rate
of interest, if any, then current on similar deposits or, at the direction of
the Company, may be (i) deposited in the deposit department of the Trustee or
any other Canadian chartered bank or loan or trust company authorized to accept
deposits under the laws of Canada or any province thereof, or (ii) invested and
reinvested in securities issued or guaranteed by the Government of Canada or a
province thereof or in obligations, maturing not more than one year from the
date of investment, of any Canadian chartered bank or loan or trust company.

Section 16.8  Action by Trustee to Protect Interests: The Trustee shall have
power to institute and to maintain such actions and proceedings as it may
consider necessary or expedient to preserve, protect or enforce its interests
and the interests of the Holders.
<PAGE>
 
                                      -49-

Section 16.9  Trustee Not Required to Give Security or Ensure Use of Proceeds:

(1) The Trustee shall not be required to give any bond or security in respect of
the execution of the trusts and powers of this Indenture or otherwise in respect
of the premises.

(2) The Trustee shall not be responsible for ensuring that the proceeds of any
issuance of Debt Securities are used in the manner contemplated by the
prospectus or other document pursuant to which such Debt Securities were offered
to the purchasers thereof.

Section 16.10  Payments by Trustee: The forwarding of a cheque by the Trustee
will satisfy and discharge the liability of any amounts due to the extent of the
sum or sums represented thereby (plus the amount of any tax deducted or withheld
as required by law) unless such cheque is not honoured on presentation; provided
that in the event of the non-receipt of such cheque by the payee, or the loss or
destruction thereof, the Trustee, upon being furnished with reasonable evidence
of such non-receipt, loss or destruction and indemnity reasonably satisfactory
to it, will issue to such payee a replacement cheque for the amount of such
cheque.

Section 16.11  Financial Statements: Upon receipt of financial statements
required to be delivered to the Trustee, the Trustee shall, while such
statements are current, maintain custody of same and make same available for
inspection by Holders on their reasonable request.  No obligation shall rest
with the Trustee to analyze such statements, or evaluate the performance of the
Company or the Guarantor as indicated therein, in any manner whatsoever.

Section 16.12  Trustee Has No Conflict of Interest:

(1) The Trustee represents to the Company that at the time of the execution and
delivery by it of this Indenture there exists no material conflict of interest
in the role of the Trustee as a fiduciary hereunder; but if, notwithstanding the
foregoing, such a material conflict of interest exists at the time of the
execution and delivery of this Indenture, the validity and enforceability of
this Indenture and the Debt Securities issued hereunder shall not be affected in
any manner whatsoever by reason only that such material conflict of interest
exists. If, after the time of the execution and delivery of this Indenture, the
Trustee ascertains that, notwithstanding the foregoing, a material conflict of
interest existed at such time, or that a material conflict of interest has
arisen subsequently to the appointment of the Trustee, the Trustee shall, within
90 days after ascertaining that it has such a material conflict of interest,
either eliminate such material conflict of interest or resign in the manner and
with the effect specified in Section 8.15.

(2) Subject always to the provisions of Subsection 8.12(1), the Trustee, in its
personal or any other capacity, may buy, lend upon and deal in securities of the
Company and generally may contract and enter into financial transactions with
the Company or any Affiliate without being liable to account for any profit made
thereby.
<PAGE>
 
                                      -50-

Section 16.13  Protection of the Trustee:

(1) In the exercise of its rights, duties and obligations hereunder, the Trustee
may, if it is acting in good faith, act and rely upon the truth of the
statements and the accuracy of the opinions expressed in the evidence of
compliance furnished in accordance with Section 1.2, 3.1 and 5.1 pursuant to any
covenant, condition or other requirement of this Indenture, or required by the
Trustee to be furnished to it in the exercise of its rights and duties under
this Indenture where the Trustee examines the evidence of compliance furnished
to it in order to determine whether such evidence indicates compliance with the
applicable requirements of this Indenture.

(2) The Trustee shall have the right to consult with and obtain advice from
Counsel, in the event of any questions as to any of the provisions hereof or its
duties hereunder and it shall incur no liability and it shall be fully protected
if it in good faith acts or refrains from acting, in either case in accordance
with any opinion or instruction of such Counsel. The cost of such services shall
be repaid to the Trustee by the Company in accordance with Section 3.3.

Section 16.14  Indemnification of the Trustee: The Company and the Guarantor,
jointly and severally, shall at all times indemnify and save harmless the
Trustee and its officers, directors, employees and agents from and against any
and all liabilities, losses, costs, including legal costs, claims, actions or
demands whatsoever which may be brought against the Trustee or which it may
suffer or incur as a result or arising out of the performance of its duties and
obligations under this Indenture, save only in the event of negligence or wilful
misconduct of the Trustee.  It is understood and agreed that this
indemnification shall survive the termination or the discharge of this Indenture
or the resignation of the Trustee.

Section 16.15  Replacement of the Trustee: The Trustee may resign its trust and
be discharged from all further duties and liabilities hereunder by giving to the
Company 60 days notice in writing or such shorter notice as the Company may
accept as sufficient. The Holders by Extraordinary Resolution shall have power
at any time to remove the Trustee and to appoint a new Trustee. In the event of
the Trustee resigning or being removed as aforesaid or being dissolved, becoming
bankrupt, going into liquidation or otherwise becoming incapable of acting
hereunder, the Company shall promptly appoint a new Trustee unless a new Trustee
has already been appointed by the Holders; failing such appointment by the
Company, the retiring Trustee or any Holder may apply to a Judge of the Ontario
Court of Justice at the Company's expense, on such notice as such Judge may
direct, for the appointment of a new Trustee; but any new Trustee so appointed
by the Company or by the Court shall be subject to removal as aforesaid by the
Holders. Any new Trustee appointed under any provision of this Section 8.15
shall be a Corporation authorized to carry on the business of a trust company in
the Province of Ontario and shall have a combined capital and surplus of at
least $10,000,000, according to its most recent published financial statements,
prepared in accordance with accounting principles generally accepted in Canada.
On any new appointment the new Trustee shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named herein as
Trustee, without any further assurance, conveyance, act or deed; but there shall
be immediately executed, at the expense of the Company, all such conveyances or
other instruments as 
<PAGE>
 
                                      -51-

may, in the Opinion of Counsel, be necessary or advisable for the purpose of
assuring the same to the new Trustee.

Section 16.16  Acceptance of Trust:

(1) The Trustee hereby accepts the trusts in this Indenture declared and
provided for and agrees to perform the same upon the terms and conditions
hereinbefore set forth.

(2) Any corporation into or with which the Trustee may be merged or consolidated
or amalgamated, or any corporation resulting therefrom to which the Trustee
shall be a party, or any corporation succeeding to the trust business of the
Trustee shall be the successor to the Trustee hereunder without any further act
on its part or any of the parties hereto, provided that such corporation would
be eligible for appointment as a successor trustee under Section 8.15.


                                  ARTICLE 17

                              MEETINGS OF HOLDERS

Section 17.1  Right to Convene Meetings: The Trustee may at any time from time
to time, and shall on receipt of a Company Request or a written request signed
by the Holders of not less than 25 % in principal amount of the Debt Securities
then outstanding and upon being funded and indemnified to its reasonable
satisfaction by the Company or by the Holders, as the case may be, signing such
request against the costs which may be incurred in connection with the calling
and holding of such meeting, convene a meeting of the Holders. In the event of
the Trustee failing within 30 days after receipt of any such request and such
indemnity to give notice convening a meeting, the Company or such Holders, as
the case may be, may convene such meeting. Every such meeting shall be held in
the City of Toronto or at such other place as may be approved or determined by
the Trustee.

Section 17.2  Notice of Meetings: At least 30 days' notice of any meeting shall
be given to the Holders in the manner provided in Section 13.2 and a copy
thereof shall be sent by mail to the Trustee (unless the meeting has been called
by the Trustee), to the Company (unless the meeting has been called by the
Company) and to the Guarantor.  Such notice shall state the time when and the
place where the meeting is to be held and shall state briefly the general nature
of the business to be transacted thereat and it shall not be necessary for any
such notice to set out the terms of any resolution to be proposed or any of the
provisions of this Article.

Section 17.3  Chair: Some Person, who need not be a Holder, nominated in
writing by the Trustee shall be chair of the meeting and if no Person is so
nominated, or if the Person so nominated is not present within 15 minutes from
the time fixed for the holding of the meeting, the Holders present in person or
by proxy shall choose some Person present to be chair.
<PAGE>
 
                                      -52-

Section 17.4  Quorum: Subject to the provisions of Section 9.12, at any meeting
of the Holders a quorum shall consist of Holders present in person or by proxy
and representing at least 25% in principal amount of the outstanding Debt
Securities. If a quorum of the Holders is not present within 30 minutes from the
time fixed for holding any meeting, the meeting, if summoned by the Holders or
pursuant to a request of the Holders, shall be dissolved; but in any other case
the meeting shall be adjourned to the same day in the next week (unless such day
is not a Business Day in which case it shall be adjourned to the next following
Business Day) at the time and place designated by the chair of the meeting and
no notice shall be required to be given in respect of such adjourned meeting. At
the adjourned meeting the Holders present in person or by proxy shall form a
quorum and may transact the business for which the meeting was originally
convened notwithstanding that they may not represent 25% of the principal amount
of the outstanding Debt Securities.

Section 17.5  Power to Adjourn: The chair of any meeting at which a quorum of
the Holders is present may, with the consent of the Holders of a majority in
principal amount of the Debt Securities represented thereat, adjourn any such
meeting and no notice of such adjournment must be given except such notice, if
any, as the meeting may prescribe.

Section 17.6  Show of Hands: Every question submitted to a meeting shall be
decided in the first place by a majority of the votes given on a show of hands
except that votes on Extraordinary Resolutions shall be given in the manner
hereinafter provided. At any such meeting, unless a poll is duly demanded as
herein provided, a declaration by the chair that a resolution has been carried
or carried unanimously or by a particular majority or lost or not carried by a
particular majority shall be conclusive evidence of the fact.

Section 17.7  Poll: On every Extraordinary Resolution, and on any other question
submitted to a meeting, after a vote by show of hands, when demanded by the
chair or by a Holder or a proxy for a Holder, a poll shall be taken in such
manner and either at once or after an adjournment, as the chair shall direct.
Questions other than Extraordinary Resolutions shall, if a poll is taken, be
decided by the votes of the Holders of a majority in principal amount of the
Debt Securities represented at the meeting and voted on the poll.

Section 17.8  Voting: On a show of hands every person who is present and
entitled to vote, whether as a Holder or as proxy for one or more Holders or
both, shall have one vote. On a poll each Holder present in person or
represented by a proxy duly appointed by an instrument in writing shall be
entitled to one vote in respect of each $1,000 (or, if the Debt Securities are
denominated in United States dollars, U.S.$1,000) principal amount of Debt
Securities of which such Holder is then the Holder. A proxy need not be a
Holder. In the case of joint Holders of a Debt Security, any one of them present
in person or by proxy at the meeting may vote in the absence of the other or
others; but in case more than one of them is present in person or by proxy, they
shall vote together in respect of the Debt Securities of which they are joint
Holders.

Section 17.9  Evidence of Ownership: The Company and the Trustee may treat the
registered Holder of any Debt Security as the owner thereof without actual
production of such Debt Security 
<PAGE>
 
                                      -53-

for the purpose of any request, requisition, direction, consent, instrument or
other document as aforesaid.

Section 17.10  Company, Guarantor and Trustee May Be Represented: The Company,
the Guarantor and the Trustee, by their respective employees, officers and
directors, and the legal and other advisers of the Company, the Guarantor and
the Trustee may attend any meeting of the Holders, but shall have no vote as
such.

Section 17.11  Powers Exercisable by Extraordinary Resolution: In addition to 
the powers conferred upon them by Section 7.12 or any other provisions of this
Indenture or by law, a meeting of the Holders shall have the following powers,
subject to Section 12.2, exercisable from time to time by Extraordinary
Resolution:

     (a)  power to sanction any modification, abrogation, alteration, compromise
          or arrangement of the rights of the Holders generally and/or the
          Trustee against the Company and/or the Guarantor, whether such rights
          arise under this Indenture or the Debt Securities or otherwise;

     (b)  power to assent to any modification of or change in or addition to or
          omission from the provisions contained in this Indenture which shall
          be agreed to by the Company and the Guarantor and to authorize the
          Trustee to concur in and execute any indenture supplemental hereto
          embodying any such modification, change, addition or omission;

     (c)  power to sanction any scheme for the reconstruction or reorganization
          of the Company or the Guarantor or for the consolidation, amalgamation
          or merger of the Company or the Guarantor with any other Corporation
          or for the sale, lease, transfer or other disposition of the
          undertaking, property and assets of the Company or the Guarantor or
          any part thereof, but no such sanction is necessary in respect of any
          such transaction if the provisions of Section 11.1 or 11.3, as the
          case may be, have been complied with;

     (d)  power to direct or authorize the Trustee to exercise any power, right,
          remedy or authority given to it by this Indenture or the Debt
          Securities in any manner specified in any such Extraordinary
          Resolution or to refrain from exercising any such power, right, remedy
          or authority;

     (e)  power to waive and direct the Trustee to waive any default hereunder
          and/or to cancel any declaration made by the Trustee pursuant to
          Section 7.2 either unconditionally or upon any condition specified in
          such Extraordinary Resolution;

     (f)  power to restrain any Holder from taking or instituting any suit,
          action or proceeding for the purpose of enforcing payment of the
          principal of or interest (or premium, if any) on the Debt Securities,
          or for the execution of any trust or power hereunder;
<PAGE>
 
                                      -54-

     (g)  power to direct any Holder who, as such, has brought any action, suit
          or proceeding, to stay or discontinue or otherwise deal with the same
          upon payment, if the taking of such suit, action or proceeding has
          been permitted by Section 7.7, of the costs, charges and expenses
          reasonably and properly incurred by such Holder in connection
          therewith;

     (h)  power to assent to any compromise or arrangement with any creditor or
          creditors or any class or classes of creditors, whether secured or
          otherwise, and with holders of any shares or other securities of the
          Company or the Guarantor;

     (i)  power to commence, carry on and settle any action against the Trustee
          in respect of the performance of its duties hereunder;

     (j)  power to appoint a committee with power and authority (subject to such
          limitation, if any, as may be prescribed in such Extraordinary
          Resolution) to exercise, and to direct the Trustee to exercise, on
          behalf of the Holders, such of the powers of the Holders as are
          exercisable by Extraordinary Resolution or other resolution as shall
          be included in the resolution appointing the committee. The
          Extraordinary Resolution making such appointment may provide for
          payment of the expenses and disbursements of and compensation to such
          committee and the Trustee. Such committee shall consist of such number
          of Persons as shall be prescribed in the resolution appointing it and
          the members need not be themselves Holders. Every such committee may
          elect its chair and may make regulations respecting its quorum, the
          calling of its meeting, the filling of vacancies occurring in its
          number and its procedure generally. Such regulations may provide that
          the committee may act at a meeting at which a quorum is present or may
          act by minutes signed by the number of members thereof necessary to
          constitute a quorum. All acts of any such committee within the
          authority delegated to it shall be binding upon all Holders. Neither
          the committee nor any member thereof shall be liable for any loss
          arising from or in connection with any action taken or omitted to be
          taken by them in good faith;

     (k)  power to remove the Trustee from office and to appoint a new Trustee
          or Trustees in accordance with Section 8.15; and

     (l)  power to amend, alter or repeal any Extraordinary Resolution
          previously passed or approved by the Holders or by any committee
          appointed pursuant to this Indenture.

Section 17.12  "Extraordinary Resolution" at Adjourned Meeting:

(1) If, at any meeting of Holders convened for the purpose of voting upon an
Extraordinary Resolution, the Holders of more than 50% in principal amount of
the Debt Securities outstanding are not present in person or by proxy within 30
minutes after the time appointed for the meeting, then the meeting, if convened
by or on the requisition of Holders, shall be dissolved; but in any other case
<PAGE>
 
                                      -55-

it shall stand adjourned to such date, being not less than 21 nor more than 60
days later, and to such place and time as may be appointed by the chair. Not
less than 10 days' notice shall be given of the time and place of such adjourned
meeting in the manner provided in Section 13.2. Such notice shall state that at
the adjourned meeting the Holders present in person or by proxy shall form a
quorum but it shall not be necessary to set out the purposes for which the
meeting was originally called or any other particulars. At the adjourned meeting
the Holders present in person or by proxy shall form a quorum and may transact
the business for which the meeting was originally convened and a resolution
proposed at such adjourned meeting and passed by the requisite vote shall be an
Extraordinary Resolution within the meaning of this Indenture, notwithstanding
that the Holders of in excess of 50% in principal amount of the Debt Securities
then outstanding are not present in person or by proxy at such adjourned
meeting.

(2) Votes on an Extraordinary Resolution shall always be given on a poll and no
demand for a poll on an Extraordinary Resolution is necessary.

Section 17.13  Powers Cumulative: It is hereby declared and agreed that any one
or more of the powers and/or any combination of the powers in this Indenture
stated to be exercisable by the Holders by Extraordinary Resolution or otherwise
may be exercised from time to time and the exercise of any one or more of such
powers or any combination of powers from time to time shall not be deemed to
exhaust the right of the Holders to exercise the same or any other such power or
powers or combination of powers thereafter from time to time.

Section 17.14  Minutes: Minutes of all resolutions and proceedings at every
meeting as aforesaid shall be made and duly entered in books to be from time to
time provided for that purpose by the Trustee at the expense of the Company, and
any such minutes as aforesaid, if signed by the chair of the meeting at which
such resolutions were passed or proceedings had, or by the chair of the next
succeeding meeting of the Holders, shall be prima facie evidence of the matters
therein stated and, until the contrary is proved, every such meeting, in respect
of the proceedings of which minutes shall have been made, shall be deemed to
have been duly held and convened, and all resolutions passed thereat or
proceedings had to have been duly passed and had.

Section 17.15  Instruments in Writing: All actions that may be taken and all
powers that may be exercised by the Holders under this Indenture at a meeting
held as hereinbefore in this Article provided may also be taken and exercised by
the Holders of not less than 66 2/3% of the principal amount of all the
outstanding Debt Securities, by an instrument in writing signed in one or more
counterparts and the expression "Extraordinary Resolution" when used in this
Indenture shall include an instrument so signed.

Section 17.16  Serial Meetings:

(1) If any business to be transacted at a meeting of Holders or any action to be
taken or power to be exercised by instrument in writing under Section 9.15
especially affects the rights of the Holders of Debt Securities of one or more
series in a manner or to an extent substantially different 
<PAGE>
 
                                      -56-

from that in or to which it affects the rights of Holders of Debt Securities of
any other series (as to which an Opinion of Counsel shall be binding on all
Holders, the Trustee, the Company and the Guarantor for all purposes hereof)
then:

     (a)  reference to such fact, indicating each series so especially affected,
          shall be made in the notice of such meeting and the meeting shall be
          and is herein called a "serial meeting"; and

     (b)  the Holders of a series so especially affected shall not be bound by
          any action taken at a serial meeting or by instrument in writing under
          Section 9.15 unless in addition to compliance with the other
          provisions of this Article:

          (i)  at such serial meeting:

               (A)  there are present in person or by proxy Holders of at least
                    25% (or for the purpose of passing an Extraordinary
                    Resolution more than 50%) in principal amount of the
                    outstanding Debt Securities of such series, subject to the
                    provisions of this Article as to a quorum at adjourned
                    meetings; and

               (B)  the resolution is passed by the favourable votes of the
                    Holders of more than 50% in principal amount of Debt
                    Securities of such series voted on the resolution (or in the
                    case of an Extraordinary Resolution not less than 66 2/3%
                    of the principal amount of Debt Securities of such series
                    voted on the resolution); or

          (ii) in the case of action taken or power exercised by instrument in
               writing under Section 9.15, such instrument is signed in one or
               more counterparts by the Holders of not less than 66 2/3% in
               principal amount of the outstanding Debt Securities of such
               series.

(2) If, in the Opinion of Counsel, any business to be transacted at any meeting
of Holders, or any action to be taken or power to be exercised by instrument in
writing under Section 9.15 does not affect the rights of the Holders of one or
more series, the provisions of this Article shall apply as if the Debt
Securities of such series were not outstanding and no notice of any such meeting
need be given to the Holders of such series. Without limiting the generality of
the foregoing, a proposal to modify or terminate any covenant or agreement which
by its terms is effective only so long as Debt Securities of a particular series
are outstanding shall be deemed not to affect the rights of the Holders of any
other series.

(3) A proposal (i) to extend the maturity of Debt Securities of any particular
series or reduce the principal amount thereof or the rate of interest or
redemption premium (if any) thereon, (ii) to modify or terminate any covenant or
agreement which by its terms is effective only so long as Debt 
<PAGE>
 
                                      -57-

Securities of a particular series are outstanding, or (iii) to reduce with
respect to Holders of any particular series any percentage stated in Sections
1.1, 7.1, 7.2, 7.7, 9.4, 9.12 or 9.15 or in this Section 9.16 shall be deemed to
especially affect the rights of the Holders of such series, in a manner
substantially different from that in which it affects the rights of Holders of
any other series, whether or not a similar extension, reduction, modification or
termination is proposed with respect to Debt Securities of any or all other
series.

Section 17.17  Binding Effect of Resolutions: Except as provided in Sections
12.2 and 9.16, every resolution and every Extraordinary Resolution passed in
accordance with the provisions of this Article 9 at a meeting of Holders shall
be binding upon all the Holders, whether present at or absent from such meeting'
and every instrument in writing signed by Holders in accordance with Section
9.15 shall be binding upon all the Holders, whether signatories thereto or not,
and each and every Holder and the Trustee (subject to the provisions for its
indemnity herein contained) shall be bound to give effect accordingly to every
such resolution, Extraordinary Resolution and instrument in writing.

Section 17.18  Regulations:

(1) The Trustee or the Company with the approval of the Trustee may from time to
time make and from time to time vary such regulations as it shall from time to
time think fit providing for and governing:

     (i)   the voting by proxy by Holders and the form of instrument appointing
           proxies where authorized under such regulations and the manner in
           which the same shall be executed, and for the production of the
           authority of any person signing on behalf of the giver of such proxy;

     (ii)  the deposit of instruments appointing proxies at such place as the
           Trustee, the Company or the Holders convening the meeting, as the
           case may be, may, in the notice convening the meeting, direct and the
           time, if any, before the holding of the meeting or any adjournment
           thereof by which the same shall be deposited; and

     (iii) the deposit of instruments appointing proxies at some approved place
           or places other than the place at which the meeting is to be held and
           enabling particulars of such instruments appointing proxies to be
           mailed, cabled, telegraphed or sent by telex or telecopier before the
           meeting to the Company or to the Trustee at the place where the same
           is to be held and for the voting of proxies so deposited as though
           the instruments themselves were produced at the meeting.

(2) Any regulations made pursuant to this Section 9.18 shall be binding and
effective and the votes given in accordance therewith shall be valid and shall
be counted. Save as such regulations may provide, the only persons who shall be
recognized at any meeting as the holders of any Debt 
<PAGE>
 
                                      -58-

Securities, or as entitled to vote or be present at the meeting in respect
thereof, shall be Holders and Persons whom Holders have by instrument in writing
duly appointed as their proxies.


                                  ARTICLE 18

                          SATISFACTION AND DISCHARGE

Section 18.1  Cancellation and Destruction:Promptly after payment thereof, all
Debt Securities shall be delivered to the Trustee and cancelled by it.  If
required by the Company in writing, the Trustee shall furnish to the Company a
destruction certificate setting out the designating numbers and denominations of
the Debt Securities so destroyed.

Section 18.2  Non-Presentation of Debt Securities: If the Holder of any Debt
Security fails to present the same for payment on the date on which the
principal thereof, the premium (if any) thereon and/or the interest thereon or
represented thereby becomes payable either at Maturity or on redemption or
otherwise or shall not accept payment on account thereof and given such receipt
therefor, if any, as the Trustee may require:

     (a)  the Company shall be entitled to pay to the Trustee and direct it to
          set aside; or

     (b)  in respect of moneys in the hands of the Trustee which may or should
          be applied to the payment of the Debt Securities, the Company shall be
          entitled to direct the Trustee to set aside;

the principal moneys and the premium (if any) and/or the interest, as the case
may be, in trust to be paid to the Holder of such Debt Security upon due
presentation or surrender thereof in accordance with the provisions of this
Indenture; and upon such setting aside the principal moneys and premium (if any)
and/or the interest payable on or represented by each Debt Security in respect
of which such moneys have been set aside shall be deemed to have been paid and
the Holder thereof shall thereafter have no right in respect thereof except that
of receiving payment of the moneys so set aside by the Trustee upon due
presentation and surrender thereof, subject always to the provisions of Section
10.3.

Section 18.3  Repayment of Unclaimed Moneys: Any moneys set aside under Section
10.2 and not claimed by and paid to Holders of Debt Securities as provided in
Section 10.2 within six years after the date of such setting aside shall be
repaid to the Company by the Trustee on demand by the Company and thereupon the
Trustee shall be released from all further liability with respect to such moneys
and thereafter the Holders of the Debt Security in respect of which such moneys
were so repaid to the Company shall have no rights in respect thereof except to
obtain payment of the moneys due thereon from the Company.
<PAGE>
 
                                      -59-

Section 18.4  Discharge: Upon proof being given to the reasonable satisfaction
of the Trustee that all the Debt Securities and the premium (if any) thereon and
interest (including interest on amounts in default) thereon and other moneys
hereby secured have been paid or satisfied, and upon payment of all costs,
charges and expenses properly incurred by the Trustee in relation to this
Indenture and all interest thereon and the remuneration of the Trustee, or upon
provisions satisfactory to the Trustee being made therefor, the Trustee shall,
at the request and at the expense of the Company, execute and deliver to the
Company and the Guarantor such deeds or other instruments as shall be necessary
or appropriate to evidence the satisfaction and discharge from the trusts and
provisions herein contained and to release each of the Company and the Guarantor
from its covenants herein contained except those relating to the indemnification
of the Trustee.

Section 18.5  Protection of Purchasers: No purchaser from the Company or its
successors and assigns shall be obliged to inquire into the necessity,
expediency, authority or regularity of or for such deeds or other instruments or
release or reconveyance or the application of any moneys or securities provided
or set aside for the payment of any outstanding Debt Securities or interest
thereon.

Section 18.6  Defeasance: If, at any time after the date hereof, the Company
shall: (a) deposit with the Trustee, in trust for the sole benefit of the
holders of the Debt Securities of a series pursuant to the terms of an
irrevocable trust agreement in form and substance satisfactory to Counsel to the
Trustee, (i) funds in Canadian dollars as will, and/or (ii) direct unconditional
obligations of the Government of Canada denominated in Canadian dollars as will,
or will together with the income thereon without consideration of any
reinvestment thereof, be sufficient, in the opinion of an independent chartered
accountant (which may include the Company's Auditors or the Guarantor's
Auditors) acceptable to the Trustee, to pay all sums due for the principal of,
premium, if any, and interest, if any, on the Debt Securities of such series and
for the payment of any taxes arising with respect to such deposited funds,
obligations and/or other securities, as the same shall become due from time to
time; and (b) pay all costs, charges and expenses incurred or to be incurred by
the Trustee in relation thereto or in carrying out the provisions of this
Indenture, this Indenture shall cease to be of further effect with respect to
such Debt Securities (except as to (A) rights of registration of transfer,
substitution and exchange of such Debt Securities,  (B) rights of Holders to
receive payments of the principal of, premium, if any, and interest, if any, on
such Debt Securities as they shall become due from time to time and other
rights, duties and obligations of Holders as beneficiaries hereof with respect
to the amounts so deposited with the Trustee, and (C) the rights, obligations
and immunities of the Trustee hereunder (for which purposes the Debt Securities
of the series in question shall be deemed outstanding)), and the Trustee, on the
written request of the Company, accompanied by a Company Certificate, shall
execute and deliver to the Company such instruments as shall be requisite to
evidence the satisfaction of this Indenture with respect to such Debt
Securities.


                                  ARTICLE 19
<PAGE>
 
                                      -60-

                      CONSOLIDATION, AMALGAMATION, MERGER,
                 CONVEYANCE OR TRANSFER OF COMPANY OR GUARANTOR

Section 19.1  The Company May Consolidate on Certain Terms: The Company shall
not amalgamate with, enter into a reorganization or reconstruction involving,
consolidate with or merge into any other Corporation or sell, transfer, or
otherwise dispose of its properties and assets substantially as an entirety to
any Person, unless:

     (a)  the Corporation formed by such consolidation or amalgamation or into
          which the Company is merged or the Person which acquires by sale,
          transfer or otherwise the properties and assets of the Company
          substantially as an entirety shall be a Corporation organized and
          existing under the laws of Canada or one of its provinces or the
          United States of America or one of its states, and shall expressly
          assume, by an indenture supplemental hereto in form satisfactory to
          Counsel, executed and delivered to the Trustee, prior to or
          contemporaneously with the consummation of such transaction, the due
          and punctual payment of the principal of and premium (if any) and
          interest on all the Debt Securities and the performance of every
          covenant of this Indenture on the part of the Company to be performed
          or observed;

     (b)  immediately after giving effect to such transaction, no Event of
          Default, and no event which, after notice or lapse of time, or both,
          would become an Event of Default, shall have happened and be
          continuing;

     (c)  if, as a result of any such amalgamation, reorganization,
          reconstruction, consolidation or merger or such conveyance, transfer
          or lease, properties or assets of the Company would become subject to
          a mortgage, pledge, lien, security interest or other encumbrance which
          would not be permitted by this Indenture, the Company or such
          successor Person, as the case may be, shall take such steps as shall
          be necessary effectively to secure the Debt Securities equally and
          ratably with (or prior to) all indebtedness secured thereby; and

     (d)  the Company has delivered to the Trustee a Company Certificate and an
          Opinion of Counsel each stating that such consolidation, amalgamation,
          merger, sale, or transfer and such supplemental indenture comply with
          this Article and that all conditions precedent herein provided for
          relating to such transaction have been complied with.

          Nothing contained in this Indenture or in any of the Debt Securities
shall prevent the Company from acquiring all or any part of the property of any
other Corporation (whether or not affiliated with the Company).

Section 19.2  Successor Corporation Substituted: Upon any consolidation,
amalgamation, or merger, or any sale or transfer of the properties and assets of
the Company substantially as an entirety in accordance with Section 11.1, the
successor Corporation formed by such consolidation 
<PAGE>
 
                                      -61-

or amalgamation or into which the Company is merged or to which such sale or
transfer is made shall succeed to, and be substituted for and may exercise every
right and power of and shall be subject to all the obligations of, the Company
under this Indenture and the Debt Securities with the same effect as if such
successor Corporation had been named as the Company herein and in the Debt
Securities. The Company shall thereupon be relieved of any further obligation
hereunder and under the Debt Securities; the Company, as the predecessor
Corporation, may thereupon or at any time thereafter be dissolved, wound up or
liquidated; and such changes in phraseology and form (but not in substance) may
be made in the Debt Securities thereafter to be issued as may be appropriate.

Section 19.3  The Guarantor May Consolidate on Certain Terms: The Guarantor
shall not consolidate with or merge into any other Corporation or sell,
transfer, or otherwise dispose of its properties and assets substantially as an
entirety to any Person, unless:

     (a)  the Corporation formed by such consolidation or into which the
          Guarantor is merged or the Person which acquires by sale, transfer or
          otherwise the properties and assets of the Guarantor substantially as
          an entirety shall be a Corporation organized and existing under the
          laws of the United States of America or one of its states, and shall
          expressly assume, by an indenture supplemental hereto in form
          satisfactory to Counsel, executed and delivered to the Trustee prior
          to or contemporaneously with the consummation of such transaction, the
          obligations of the Guarantor hereunder and under the Guarantees;

     (b)  immediately after giving effect to such transaction, no Event of
          Default, and no event which, after notice or lapse of time, or both,
          would become an Event of Default, shall have happened and be
          continuing;

     (c)  if, as a result of any such consolidation or merger or such
          conveyance, transfer or lease, properties or assets of the Guarantor
          would become subject to a mortgage, pledge, lien, security interest or
          other encumbrance which would not be permitted by this Indenture, the
          Guarantor or such successor Person, as the case may be, shall take
          such steps as shall be necessary effectively to secure the Debt
          Securities equally and ratably with (or prior to) all indebtedness
          secured thereby; and

     (d)  the Guarantor has delivered to the Trustee a Guarantor Certificate and
          an Opinion of Counsel stating that such consolidation, merger, sale,
          or transfer and such supplemental indenture comply with this Article
          and that all conditions precedent herein provided for relating to such
          transaction have been complied with.

          Nothing contained in this Indenture or in any of the Debt Securities
or Guarantees shall prevent the Guarantor from acquiring all or any part of the
property of any other Corporation (whether or not affiliated with the
Guarantor).
<PAGE>
 
                                      -62-

Section 19.4  Successor Corporation Substituted: Upon any consolidation or
merger, or any sale, lease or transfer of the properties and assets of the
Guarantor substantially as an entirety in accordance with Section 11.3, the
successor Corporation formed by such consolidation or into which the Guarantor
is merged or to which such sale, lease or transfer is made shall succeed to, and
be substituted for and may exercise every right and power of and be subject to
all the obligations of, the Guarantor under this Indenture and the Guarantees
with the same effect as if such successor Corporation had been named as the
Guarantor herein and in the Guarantees. The Guarantor shall thereupon be
relieved of any further obligation or liability hereunder and under the
Guarantees; and the Guarantor, as the predecessor Corporation, may thereupon or
at any time thereafter be dissolved, wound up or liquidated; and such changes in
phraseology and form (but not in substance) may be made in the Guarantees
endorsed on the Debt Securities thereafter to be issued as may be appropriate.


                                  ARTICLE 20

                            SUPPLEMENTAL INDENTURES

Section 20.1  Supplemental Indentures Without Consent of Holders: Without the
consent of any Holder, the Company and the Guarantor, when authorized by Board
Resolutions of the Company and the Guarantor, respectively, and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

     (a)  to authorize and set out or provide for the terms and provisions of
          any Debt Securities and the Guarantees to be endorsed thereon; or

     (b)  to evidence the succession of another Corporation to the Company, and
          the assumption by any such successor of the covenants of the Company
          herein and in the Debt Securities contained in accordance with the
          provisions of this Indenture; or

     (c)  to evidence the succession of another Corporation to the Guarantor and
          the assumption by any such successor of the covenants of the Guarantor
          herein and in the Guarantees contained in accordance with the
          provisions of this Indenture; or

     (d)  to add to the covenants of the Company or the Guarantor, for the
          benefit of the Holders, and/or to provide for Events of Default in
          addition to those herein specified, or to surrender any right or power
          herein conferred upon the Company; or

     (e)  to make any changes or corrections in this Indenture which, according
          to the advice of Counsel, are required for the purpose of curing or
          correcting any ambiguity or defective or inconsistent provisions or
          clerical omission or mistake or manifest error contained herein or in
          any deed or indenture supplemental or ancillary hereto, but 
<PAGE>
 
                                      -63-

          only if, in the opinion of the Trustee, the rights of the Trustee and
          of the Holders are in no way prejudiced thereby; or

     (f)  to make such provisions not inconsistent with this Indenture as may be
          necessary or desirable with respect to matters or questions arising
          hereunder, including the making of any modifications in the form of
          the Debt Securities which do not affect the substance thereof and
          which, in the opinion of the Trustee, relying in part on the advice of
          Counsel, it may be expedient to make, but only if the Trustee is of
          the opinion, relying in part on the advice of Counsel, that such
          provisions and modifications will not be prejudicial to the interests
          of the Holders; or

     (g)  to make such provisions as may be necessary or desirable for the
          purpose of incorporating, reflecting or complying with applicable
          legislation including, without limiting the generality of the
          foregoing, such modifications or additions to or deletions from this
          Indenture as shall be necessary to effect the qualification of this
          Indenture under the United States Trust Indenture Act of 1939, as the
          same may from time to time be amended or re-enacted, (the "Trust
          Indenture Act"), and to add to this Indenture such other provisions as
          may be expressly permitted by the Trust Indenture Act and as may be
          necessary to have a trustee (which shall be a Corporation organized
          and doing business under the laws of the United States of America or
          any State thereof, authorized under such laws to exercise corporate
          trust powers) accept an appointment as Trustee under this Indenture.

Section 20.2  Supplemental Indentures With Consent of Holders: Upon delivery of
an Extraordinary Resolution to the Company and the Trustee, the Company and the
Guarantor, when authorized by Board Resolutions of the Company and the
Guarantor, respectively, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of the Debt Securities
under this Indenture as provided for in such Extraordinary Resolution; but no
such supplemental indenture shall, without the consent of the Holder of each
outstanding Debt Security, release the Guarantor from its obligations under
Section 4.1 of the Guarantees. It shall not be necessary for any Extraordinary
Resolution under this Section 12.2 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if the substance
thereof is approved.

Section 20.3  Execution of Supplemental Indentures: In executing or accepting
the additional trusts created by any supplemental indenture permitted by this
Article or the modification thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and shall be fully protected in relying
upon, an Opinion of Counsel, stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture and that such
supplemental indenture is a valid and binding obligation of the Company and the
Guarantor in accordance with its terms. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.
<PAGE>
 
                                      -64-

Section 20.4  Effect of Supplemental Indentures: Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Debt Securities theretofore or
thereafter certified and delivered hereunder shall be bound thereby.


                                  ARTICLE 21

                                    NOTICES

Section 21.1  Notice to Company: Any notice to the Company under the provisions
of this Indenture shall be valid and effective if delivered personally to an
officer (other than an Assistant Vice-President) of the Company or if delivered
by facsimile, courier or registered letter (postage prepaid), addressed to the
Company c/o Case Corporation, Law Department, 700 State Street, Racine
Wisconsin, 53404, U.S.A., to the attention of Ms. Dawn Beck, fax: (414) 636-
7188. A copy of any such notice shall also be given to the Guarantor in the
manner provided in Section 13.4. Notice delivered by facsimile or courier shall
be deemed to have been effectively given when such notice should have reached
the addressee in the ordinary course.  Notice by mail shall be deemed to have
been effectively given on the fourth Business Day following the date of mailing
thereof. The Company may from time to time notify the Trustee in writing of a
change of address which thereafter, until changed by like notice, shall be the
address of the Company for all purposes of this Indenture.

Section 21.2  Notice to Holders: All notices to be given hereunder with respect
to the Debt Securities shall be deemed to be validly given to the Holders if
sent by mail (postage prepaid) by letter or circular addressed to such Holders
at their post office addresses appearing in the registers hereinbefore
mentioned. Any notice so given by mail shall be deemed to have been given on the
day of mailing. Accidental error or omission in giving notice or accidental
failure to mail notice to any Holder shall not invalidate any action or
proceeding founded thereon.  All notices with respect to any Debt Security may
be given to whichever one of the Holders thereof (if more than one) is named
first in the registers hereinbefore mentioned, and any notice so given shall be
sufficient notice to all Holders of and/or persons interested in such Debt
Security.

Section 21.3  Notice to Trustee: Any notice to the Trustee under the provisions
of this Indenture shall be valid and effective if delivered personally to an
officer of the Trustee or if delivered by facsimile, courier or registered
letter (postage prepaid), addressed to the Trustee at Montreal Trust Company of
Canada, 151 Front Street West, Suite 605, Toronto, Ontario  M5J 2N1, to the
attention of the Manager, Corporate Trust Services, fax: (416) 981-9777.  Notice
delivered by facsimile or courier shall be deemed to have been effectively given
when such notice should have reached the addressee in the ordinary course.
Notice by mail shall be deemed to have been effectively given on the fourth
Business Day following the date of mailing thereof.  The Trustee may from time
to time notify the Company, the Guarantor and the Holders in writing of a change
of address which 
<PAGE>
 
                                      -65-

thereafter, until changed by like notice, shall be the address of the Trustee
for all purposes of this Indenture.

Section 21.4  Notice to the Guarantor: Any notice to the Guarantor under the
provisions of this Indenture shall be valid and effective if delivered
personally to an officer of the Guarantor or if given by facsimile, courier or
registered letter (postage prepaid), addressed to the Guarantor c/o Case
Corporation, Law Department, 700 State Street, Racine, Wisconsin 53404, U.S.A.,
to the attention of Ms. Dawn Beck, fax: (414) 636-7188. A copy of any such
notice shall also be given to the Company in the manner provided in Section
13.1.  Notice delivered by facsimile or courier shall be deemed to have been
effectively given when such notice should have reached the addressee in the
ordinary course.  Notice by mail shall be deemed to have been effectively given
on the fourth Business Day following the date of mailing thereof. The Guarantor
may from time to time notify the Trustee in writing of a change of address which
thereafter, until changed by like notice, shall be the address of the Guarantor
for all purposes of this Indenture.

Section 21.5  Mail Service Interruption: If the Trustee determines that mail
service is or is threatened to be interrupted at the time when the Trustee is
required or elects to give any notice to Holders hereunder, the Trustee shall,
despite the provisions hereof, give such notice by means of publication in The
Globe & Mail, national edition, or any other English language daily newspaper or
newspapers of general circulation in Canada and in a French language daily
newspaper of general circulation in Quebec, once in each of two successive
weeks, and notice so published shall be deemed to have been given on the latest
date on which the first publication has taken place. If, by reason of any actual
or threatened interruption of mail service due to strike, lock-out or otherwise,
any notice to be given to the Trustee, the Company or the Guarantor would be
unlikely to reach its destination in a timely manner, such notice shall be valid
and effective only if delivered personally or by facsimile or courier in
accordance with Sections 13.1, 13.3 or 13.4, as the case may be.
<PAGE>
 
                                      -66-

                                  ARTICLE 22

                                   EXECUTION

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

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                                    CASE CREDIT LTD.


                                    By:____________________________


                                    CASE CREDIT CORPORATION


                                    By:____________________________


                                    MONTREAL TRUST COMPANY OF CANADA


                                    By:____________________________


                                    By:____________________________
<PAGE>
 
                                   SCHEDULE I
                              (FORM OF GUARANTEE)

                      GUARANTEE OF CASE CREDIT CORPORATION

          FOR VALUE RECEIVED, CASE CREDIT CORPORATION (the "Guarantor", which
term includes any successor corporation under the Indenture referred to in the
Note upon which this guarantee is endorsed (the "Indenture")), a corporation
duly organized and existing under the laws of the State of Delaware, hereby
unconditionally guarantees to the Holder of the Note upon which this Guarantee
is endorsed (the "Note") the due and punctual payment of the principal of,
premium (if any) and interest on the Note, when and as the same shall become due
and payable after any applicable grace period, whether at their respective due
dates, on redemption or on a declaration or otherwise, in accordance with the
terms of the Note and of the Indenture (the "Obligations"); provided, however,
that payment of interest on overdue instalments of interest is hereby guaranteed
only to the extent permitted by applicable law.  In case of default by Case
Credit Ltd. (the "Company") in the payment of any such principal, premium or
interest, the Guarantor agrees duly and punctually to pay the same without
demand after the expiry of any applicable grace period.  The Guarantor hereby
agrees that its obligations hereunder and under the Indenture shall be
unconditional, irrespective of any invalidity, illegality, irregularity or
unenforceability of the Note or the Indenture as regards the Company (other than
by reason of lack of genuineness), or the absence of any action to enforce the
same, the recovery of any judgment against the Company or any action to enforce
the same or any circumstance which might otherwise constitute a legal or
equitable discharge or defence of a guarantor. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of merger, amalgamation, insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to the Note or the indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Guarantee will not be discharged except by
payment in full of the principal of, premium (if any) and interest on the Note.

          The obligation of the Guarantor under this Guarantee shall be a
continuing obligation, shall cover all the Obligations, and shall apply to and
secure any ultimate balance due or remaining unpaid to the Holder of the Note.

          In addition to the guarantee contained in this Guarantee and the
Indenture, the Guarantor hereby covenants and agrees to indemnify and save the
Holder of the Note harmless against all costs, losses, expenses and damages it
may suffer as a result of the Company's default in performance of any of the
Obligations.

          The Guarantor shall not be or become liable under this Guarantee to
make any payment of principal, premium or interest in respect of which the
Company shall be in default if the default of the Company in respect of which
the Guarantor would otherwise be or become liable under this Guarantee shall
have been waived or directed to be waived pursuant to the provisions in that
behalf contained in the Indenture, but no waiver or consent of any kind
whatsoever shall release, 
<PAGE>
 
alter or impair the unconditional obligation of the Guarantor hereunder after
giving effect to such waiver or consent.

          The Guarantor shall be subrogated to all rights of the Holder of the
Note against the Company in respect of any amount paid by the Guarantor pursuant
to the provisions of this Guarantee, provided, however, that the Guarantor shall
not be entitled to enforce, or to receive any payments arising out of or based
upon, such right of subrogation until the principal of, premium, if any, and
interest on all Notes issued under the Indenture shall have been paid in full or
duly provided for.

          No remedy for the enforcement of the rights of the Holder of the Note
to receive payment of the principal of and/or premium and/or interest on the
Note, under the Note, the Indenture and hereunder, shall be exclusive of or
dependent on any other remedy.

          This Guarantee has been given in accordance with the terms of the
Indenture and is subject to all applicable provisions thereof and the same shall
be deemed to be incorporated herein.

          The Guarantor hereby certifies and warrants that all acts, conditions
and things required to be done and performed and to have happened prior to the
creation and issuance of this Guarantee to constitute the same a valid and
legally binding obligation of the Guarantor enforceable in accordance with its
terms have been done and performed and have happened in due and strict
compliance with all applicable laws.

          This Guarantee shall be construed in accordance with and governed by
the laws of the Province of Ontario.

          This Guarantee shall not be valid or become obligatory for any purpose
until the Note shall have been certified by or on behalf of the Trustee under
the Indenture.

          IN WITNESS WHEREOF, CASE CREDIT CORPORATION has caused this Guarantee
to be signed in its corporate name by the facsimile signature of its President
and has caused a facsimile of its corporate seal to be affixed hereto or
imprinted or otherwise reproduced hereon, and the same to be attested by the
facsimile signature of its Secretary.

          This Guarantee shall be deemed to be dated the Original Issue Date of
the Note.

                                    CASE CREDIT CORPORATION


                                    By:_______________________________
                                          President                    c/s
Attest:____________________
       Secretary
<PAGE>
 
                                CASE CREDIT LTD.


                                      and


                            CASE CREDIT CORPORATION
                                  as Guarantor


                                      and


                        MONTREAL TRUST COMPANY OF CANADA
                                   as Trustee





                          FIRST SUPPLEMENTAL INDENTURE
                                        



              Providing for Issuance of Series A Medium-Term Notes

                         Dated as of November 10, 1998
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                        PAGE NO.
<S>               <C>                                                   <C>
ARTICLE 1

     INTERPRETATION........................................................... 2
     Section 1.1  Part of Original Indenture.................................. 2
     Section 1.2  Definitions................................................. 3

ARTICLE 2

     SERIES A MEDIUM-TERM NOTES............................................... 7
     Section 2.1  Issue of Series A Notes:.................................... 7
     Section 2.2  Terms of Series A Notes..................................... 7
     Section 2.3  Form of Series A Notes...................................... 8
     Section 2.4  Certification and Delivery of Series A Notes................ 8
     Section 2.5  Interest on Series A Notes.................................. 9
     Section 2.6  Conversion................................................. 15
     Section 2.7  Amortizing Notes and Extendible Notes...................... 15
     Section 2.8  Rule 144A Notes............................................ 15
     Section 2.9  Special Transfer Provisions................................ 16

ARTICLE 3

     EXECUTION............................................................... 18
     Section 3.1  Acceptance of Trust........................................ 18
     Section 3.2  Counterparts............................................... 18
</TABLE>

Schedule I:   Series A Medium-Term Note (Fixed Rate Note)
Schedule II:  Series A Medium-Term Note (Floating Rate Note)
Schedule III: Additional Provisions for Series A Notes transferred pursuant to
              Rule 144A
Schedule IV:  Form of Certificate to be delivered on transfers pursuant to
              Regulation S
<PAGE>
 
     THIS FIRST SUPPLEMENTAL INDENTURE made as of the 10th day of November,
1998.


B E T W E E N:

          CASE CREDIT LTD., a corporation existing under the laws of the
          Province of Alberta

          (the "Company")


          - and -


          CASE CREDIT CORPORATION, a corporation organized and existing under
          the laws of the State of Delaware

          (the "Guarantor")


          - and -


          MONTREAL TRUST COMPANY OF CANADA, a trust company incorporated under
          the laws of Canada

          (the "Trustee")



WHEREAS:

(A)  under an indenture made as of November 10, 1998 between the Company, the
     Guarantor and the Trustee (the "Original Indenture"), the creation and
     issue of Debt Securities from time to time without limitation as to the
     principal amount was provided for;

(B)  the Company has duly authorized the creation and issue of Debt Securities,
     in the form of Series A Medium-Term Notes ("Series A Notes"), pursuant to
     the provisions of the Original Indenture, upon the terms set forth in this
     First Supplemental Indenture;
<PAGE>

                                      -2-
 
(C)  the Guarantor has authorized the entering into of the Guarantee to be
     endorsed on the Series A Notes;

(D)  all acts and things necessary have been done and performed to authorize the
     execution of this First Supplemental Indenture to make the same effective
     and binding upon the Company and the Guarantor and to make the Series A
     Notes, when certified by the Trustee and issued as provided in this First
     Supplemental Indenture, valid, binding and legal obligations of the Company
     with the benefits and subject to the terms of the Original Indenture as
     amended in this First Supplemental Indenture;

(E)  all acts and things necessary have been done and performed to make the
     Guarantee to be endorsed on the Series A Notes, when executed by the
     Guarantor and endorsed on Series A Notes executed by the Company and
     certified by or on behalf of the Trustee as provided in this First
     Supplemental Indenture, valid, binding and legal obligations of the
     Guarantor with the benefits and subject to the terms of the Original
     Indenture as amended in this First Supplemental Indenture; and

(F)  the foregoing recitals (A) to (E) and any statements of fact contained
     therein are and shall be deemed to be made by the Company and/or the
     Guarantor (as the case may be) and not the Trustee;

          NOW THEREFORE THIS INDENTURE WITNESSES and it is hereby covenanted,
agreed and declared as follows:


                                   ARTICLE 1

                                 INTERPRETATION

Section 1.1  Part of Original Indenture:  The Original Indenture is part of this
First Supplemental Indenture and by this reference is incorporated herein with
the same effect as though at length set forth herein; and in this First
Supplemental Indenture, subject to Section 1.2 hereof and unless there is
something in the subject matter or context inconsistent therewith, the
expressions herein contained shall have the same meaning as corresponding
expressions in the Original Indenture. The Holders of the Series A Notes shall
be entitled to the same rights and benefits under the Original Indenture as any
other Holder of Debt Securities, except as such rights and benefits are
specifically supplemental or amended hereby.
<PAGE>

                                      -3-
 
Section 1.2  Definitions:  For purposes of this First Supplemental Indenture and
the Recitals hereof, except as otherwise expressly provided or unless the
context otherwise provides:

     (a)  The definitions of "Business Day", "Interest Payment Date" and "Stated
          Maturity" in Section 1.1 of the Original Indenture are replaced by the
          following definitions, respectively:

          "Business Day" means any day, other than a Saturday or Sunday, that is
          neither a legal holiday nor a day on which banking institutions are
          authorized or required by law or executive order to close in the city
          of Toronto, Ontario or Racine, Wisconsin; provided, however, that, if
          an Interest Rate Basis specified in a Floating Rate Note is LIBOR,
          such day is also a London Business Day.

          "Interest Payment Date" means any Stated Maturity on an instalment of
          interest on a Debt Security, which shall, in the case of a Floating
          Rate Note, be the date specified in paragraph 2.5(2)(g).

          "Stated Maturity", when used with respect to any Debt Security or any
          instalment of interest thereon, means the date specified in such Debt
          Security as the fixed date on which the principal of such Debt
          Security or such instalment of interest is due and payable, which
          shall, in the case of a Floating Rate Note, be an Interest Reset Date.

     (b)  The following additional words and phrases shall have the following
          meanings:

          "Addendum" means an addendum attached to and forming part of a Series
          A Note.

          "Amortizing Note" means a Series A Note with respect to which payments
          will be applied first to interest due and payable thereon and then to
          the reduction of the unpaid principal amount thereof.

          "Article", "Section", "Subsection" and "paragraph" followed by a
          number means and refers to the specified Article, Section, Subsection
          or paragraph of this First Supplemental Indenture unless otherwise
          expressly stated.

          "BA Rate", with respect to a Floating Rate Note, means the Interest
          Rate Basis calculated in accordance with paragraph 2.5(2)(k).

          "BA Rate Interest Determination Date", with respect to a Floating Rate
          Note, has the meaning specified in paragraph 2.5(2)(k).

          "Book Entry Notes" means Series A Notes issued in book-entry form and
          constituting beneficial interests in the Global Note.
<PAGE>
 
                                      -4-

          "Calculation Agent" means the Calculation Agent specified in a
          Floating Rate Note (or such successor thereto as is appointed by the
          Company) to make calculations relating to such note, and if no
          Calculation Agent is so specified, the Trustee.

          "Calculation Date", with respect to a Floating Rate Note, has the
          meaning specified in paragraph 2.5(2)(i).

          "Cdn. Prime Rate", with respect to a Floating Rate Note, has the
          meaning specified in paragraph 2.5(2)(n).

          "Cdn. Prime Rate Interest Determination Date", with respect to a
          Floating Rate Note, has the meaning specified in paragraph 2.5(2)(n).

          "Certificated Note" means a Series A Note issued in certificated form.

          "Day Count Convention" means the convention for counting days
          specified in a Series A Note for the purpose of computing interest
          payments for such note in accordance with Section 2.5.

          "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
          specified in a Floating Rate Note as the method for calculating LIBOR,
          the display on the Reuters Monitor Money Rates Service for the purpose
          of displaying the London interbank rates of major banks for the
          applicable Index Currency or (b) if "LIBOR Telerate" is specified in a
          Floating Rate Note as the method for calculating LIBOR, or neither
          "LIBOR Reuters" nor "LIBOR Telerate" is so specified, the display on
          the Dow Jones Telerate Service for the purpose of displaying the
          London interbank rates of major banks for the applicable Index
          Currency.

          "Exchange Rate Agent" means the Exchange Rate Agent specified in a
          Series A Note (or such successor thereto as is appointed by the
          Company) to make calculations relating to the conversion of amounts
          relating to such note from one currency to another, and if no Exchange
          Rate Agent is so specified, the Trustee.

          "Extendible Note" means a Series A Note the maturity of which may be
          extended, either in whole or in part, at the option of the Company,
          for one or more periods up to but not beyond the note's final Maturity
          Date.

          "Fixed Rate Note" has the meaning specified in Subsection 2.3(1).

          "Floating Rate Note" has the meaning specified in Subsection 2.3(1).

          "Global Note" means any Series A Note held as a global security by or
          on behalf of CDS in accordance with Section 2.15 of the Original
          Indenture.
<PAGE>

                                      -5-
 
          "Index Currency" means the currency (including currency units)
          designated in a Floating Rate Note as the currency for which LIBOR
          shall be calculated, and if no such currency is so designated, the
          Index Currency shall be Canadian dollars.

          "Index Maturity" means the maturity period designated in a Floating
          Rate Note as the maturity period for deposits in the Index Currency
          used in the calculation of LIBOR.

          "Initial Interest Rate", with respect to a Floating Rate Note, has the
          meaning specified in paragraph 2.5(2)(a).

          "Interest Determination Date", with respect to a Floating Rate Note,
          has the meaning specified in paragraph 2.5(2)(h).

          "Interest Rate Basis" or "Interest Rate Bases", with respect to a
          Floating Rate Note, means the basis or bases upon which the interest
          rate on such Floating Rate Note is calculated as determined in
          accordance with Subsection 2.5(2).

          "Interest Reset Date", with respect to a Floating Rate Note, means the
          date upon which the interest rate on such Floating Rate Note is reset
          as determined in accordance with Subsection 2.5(2).

          "Interest Reset Period", with respect to a Floating Rate Note, means
          the period from and including each Interest Reset Date with respect to
          such note to and including the day preceding the next subsequent
          Interest Reset Date with respect to such note, and the initial
          Interest Reset Period with respect to a Floating Rate Note is the
          period from the date of issue of such note to the day preceding the
          first Interest Reset Date for such note.

          "LIBOR", with respect to a Floating Rate Note, means the Interest Rate
          Basis calculated in accordance with paragraph 2.5(2)(l).

          "LIBOR Interest Determination Date", with respect to a Floating Rate
          Note, has the meaning specified in paragraph 2.5(2)(l).

          "London Business Day" means any day on which dealings in an Index
          Currency are transacted in the London interbank market.

          "Market Exchange Rate", with respect to payments made in Canadian
          dollars, for a Specified Currency other than Canadian dollars, means
          the noon dollar buying rate announced by the Bank of Canada for such
          Specified Currency.
<PAGE>
                                     -6-
 
          "Maturity Date" has the meaning specified in paragraph 2.5(1)(a).

          "Original Indenture" has the meaning specified in Recital (A) above.

          "Principal Financial Centre" means the capital of the country of the
          Index Currency, except that, with respect to United States dollars,
          Deutsche marks, Dutch guilders, Italian lire, Swiss francs and ECUs,
          the Principal Financial Centre shall be the city of New York,
          Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively.

          "Private Placement Legend" has the meaning specified on Subection
          2.8(2).

          "Prospectus Supplement" has the meaning specified in Subsection
          2.1(1).

          "Qualified Institutional Buyer" or "QIB" shall have the meaning
          specified in Rule 144A under the Securities Act.

          "Regulation S" means Regulation S under the Securities Act.

          "Reuters CDOR Page" means the display designated as page "CDOR" on the
          Reuters Monitor Money Rates Service (or such other page as may replace
          the CDOR page on that service for the purpose of displaying banker's
          acceptance rates of banks and investment dealers).

          "Rule 144A" means Rule 144A under the Securities Act.

          "Rule 144A Notes" has the meaning specified in Subsection 2.8(1).

          "Series A Notes" has the meaning specified in Recital (B) above.

          "Securities Act" means the United States Securities Act of 1933, as
          amended, and the rules and regulations promulgated by the United
          States Securities and Exchange Commission thereunder.

          "Specified Currency" means the currency specified in a Series A Note
          for issuance thereof and for payment of principal, premium, if any,
          and/or interest, and if no such currency is specified, Canadian
          dollars.

          "Spread", with respect to a Floating Rate Note, means the number of
          basis points to be added to or subtracted from the related Interest
          Rate Basis or Interest Rate Bases applicable to such Floating Rate
          Note.

          "Spread Multiplier", with respect to a Floating Rate Note, means the
          percentage of the related Interest Rate Basis applicable to such
          Floating Rate Note by which such

<PAGE>
                                     -7-
 
          Interest Rate Basis will be multiplied to determine
          the applicable interest rate on such Floating Rate Note.

          "U.S. Person" means a person who is a "U.S. person" as defined in
          Regulation S.

                                   ARTICLE 2

                           SERIES A MEDIUM-TERM NOTES

Section 2.1     Issue of Series A Notes:

(1)  The initial series of Debt Securities authorized to be issued hereunder
     shall be designated as "Series A Medium-Term Notes" of the Company, shall
     be payable as to principal, interest and premium, if any, in lawful money
     of Canada, and subject to Subsection 2.1(2) shall be limited to
     $750,000,000 in lawful money of Canada aggregate principal amount for
     original issue.  The Series A Notes shall be issued pursuant to the
     Company's short form prospectus dated October 16 , 1998, as supplemented by
     a prospectus supplement dated October 16, 1998 and the applicable pricing
     supplement (the prospectus supplement and the pricing supplement
     collectively, the "Prospectus Supplement"), as amended or supplemented from
     time to time.

(2)  The Company may, from time to time, increase the amount of Series A Notes
     authorized to be issued hereunder on original issue from $750,000,000 in
     lawful money of Canada aggregate principal amount by delivering to the
     Trustee (i) a Board Resolution of the Company declaring that the amount of
     Series A Notes authorized to be issued hereunder on original issue shall be
     limited to the aggregate principal amount in lawful money of Canada set out
     in such resolution, and (ii) a Board Resolution of the Guarantor consenting
     to the increase in the aggregate principal amount of Series A Notes which
     may be issued hereunder in accordance with the declaration set out in the
     Board Resolution of the Company; and upon delivery to the Trustee of a
     Board Resolution of the Company and a Board Resolution of the Guarantor as
     provided for in this Subsection 2.1(2), the maximum aggregate principal
     amount of Series A Notes that may be issued on original issue shall be the
     amount in lawful money of Canada set out in such Board Resolutions.

 Section 2.2   Terms of Series A Notes:  The Series A Notes shall have the
               following terms and conditions:

     (a)       Date and Interest. Each Series A Note shall be dated as of the
               date of issue and shall bear interest, if any, from the time of
               issue at the rate (either fixed or floating) determined by the
               Company at the time of issue. Interest, if any, shall be payable
               on the dates determined by the Company at the time of issue.

     (b)       Maturity. Each Series A Note shall mature on the date determined
               by the Company at the time of issue, which date shall be more
               than one year from the date of issue.
<PAGE>

                                      -8-
 
     (c)  Currency.  Each Series A Note shall be issued and payable in such
          currency as is determined by the Company at the time of issue.
 
     (d)  Denominations. Series A Notes shall be issued in denominations of
          $1,000 or more in Canadian currency or the equivalent thereof in other
          currencies at the time of issue or in such other denominations
          determined by the Company at the time of issue.

Section 2.3  Form of Series A Notes:

(1)  Subject to Section 2.8, each Series A Note shall, at the option of the
     Company, be issued in fully registered form as a Book Entry Note or as a
     Certificated Note and in each case: (i) shall specify the applicable date
     of issue, rate of interest (including, in the case of a Floating Rate Note,
     the applicable Interest Rate Basis or Interest Rate Bases), date or dates
     on which interest shall be payable, Maturity Date, currency in which the
     Series A Note is to be issued and in which interest, premium (if any) and
     principal shall be paid, and denomination; (ii) specify such other
     provisions as are to govern the Series A Note; and (iii) be substantially
     in the form set out in Schedule I attached hereto in the case of a fixed
     rate Series A Note (a "Fixed Rate Note") or in the form of Schedule II
     attached hereto in the case of a floating rate Series A Note (a "Floating
     Rate Note"), in all cases with such appropriate additions and variations as
     shall be required and as are consistent with the provisions set out in the
     Prospectus Supplement, and shall bear such distinguishing letters and
     numbers as the Trustee shall approve, or in such other form or forms as
     may, from time to time, be approved by the Company.

(2)  Any Global Note shall bear the following legend:

               Unless this certificate is presented by an authorized
               representative of The Canadian Depository for Securities Limited
               ("CDS") to the Company or its agent for registration of transfer,
               exchange or payment, and any certificate issued in respect
               thereof is registered in the name of CDS & CO., or in such other
               name as is requested by an authorized representative of CDS (and
               any payment is made to CDS & CO. or to such other entity as is
               requested by an authorized representative of CDS), ANY TRANSFER,
               PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
               PERSON IS WRONGFUL since the registered holder hereof, CDS & CO.,
               has an interest herein.

  Section 2.4  Certification and Delivery of Series A Notes:  Series A Notes
may, from time to time be executed by the Company and delivered to the Trustee
for certification, and the Trustee shall thereupon certify and deliver the
Series A Notes as directed by a Company Certificate, after receipt by the
Trustee of the documents set out in Section 2.2 of the Original Indenture,
except that the Company Request referred to in paragraph 2.2(g) of the Original
Indenture shall also set out (i) whether such Series A Note is a Floating Rate
Note or a Fixed Rate Note; (ii) its principal amount; (iii) its issue price;
(iv) its Original Issue Date; (v) its Maturity Date; (vi) if it is redeemable at
the option of the Company, the Redemption Date or Dates and Redemption Price or
Prices; (vii) its 
<PAGE>

                                     -9-
 
Interest Payment Dates; (viii) if it is a Fixed Rate Note, its
rate of interest; (ix) if it is a Floating Rate Note, its Initial Interest Rate,
its Interest Reset Date or Interest Reset Dates, its Interest Reset Period and
interest payment period, its Spread (if any), its Spread Multiplier (if any),
its maximum interest rate (if any), and its minimum interest rate (if any); and
(x) the terms of any other special provisions relating to such Series A Notes.

Section 2.5    Interest on Series A Notes:

(1)  The following terms and conditions shall apply to the determination of
     interest on a Series A Note unless otherwise provided in such note:

     (a)       The Company will pay interest on a Series A Note on each Interest
               Payment Date, commencing on the first Interest Payment Date next
               succeeding the Original Issue Date, and on the Stated Maturity or
               any prior date on which the principal, or an instalment of
               principal, of such note becomes due or payable, whether by the
               declaration of acceleration or otherwise (the Stated Maturity or
               such prior date, as the case may be, is herein referred to as the
               "Maturity Date"); provided, however, that if the Original Issue
               Date falls between a Record Date and the related Interest Payment
               Date or on an Interest Payment Date, interest payments will
               commence on the second Interest Payment Date succeeding the
               Original Issue Date. Interest on such note will accrue from and
               including the immediately preceding Interest Payment Date in
               respect of which interest has been paid or duly made available
               for payment or, if no interest has been paid, from and including
               the Original Issue Date, to but excluding such Interest Payment
               Date or the Maturity Date, as the case may be. If any Interest
               Payment Date or the Maturity Date falls on a day that is not a
               Business Day, the required payment of principal, premium, if any,
               and/or interest will be made on the next succeeding Business Day
               as if made on the date such payment was due, and no interest
               shall accrue on such payment for the period from and after such
               Interest Payment Date or the Maturity Date, as the case may be,
               to the date of such payment on the next succeeding Business Day.
               The interest so payable on any Interest Payment Date will be paid
               to the Holder of such note at the close of business on the Record
               Date for such Interest Payment Date. Interest payable at the
               Maturity Date will be payable to the Person to whom the principal
               thereof shall be payable.

     (b)       Payments of principal of, and premium, if any, and interest on, a
               Series A Note will be made to the Holder thereof in Canadian
               dollars regardless of the Specified Currency stated therein
               unless the Holder thereof makes the election described below. If
               the Specified Currency is other than Canadian dollars, the
               Exchange Rate Agent will convert all payments in respect thereof
               into Canadian dollars in the manner described below; provided,
               however, that the Holder may elect to receive payment of
               principal of and premium, if any, and/or interest on such note in
               the Specified Currency by submitting a written request for such
               payment to the Trustee at its principal office in the City of
               Toronto on or prior to the applicable Record Date or at least 15
               calendar days prior to the Maturity Date, as the case may be.
               Such written
<PAGE>

                                     -10-
 
               request may be mailed or hand delivered or sent by cable, telex
               or other form of facsimile transmission. The Holder may elect to
               receive payment in such Specified Currency for all such
               principal, premium, if any, and interest payments and need not
               file a separate election for each payment. The election will
               remain in effect until revoked by written notice to the Trustee,
               but written notice of any such revocation must be received by the
               Trustee on or prior to the applicable Record Date or at least 15
               calendar days prior to the Maturity Date, as the case may be.
               Notwithstanding the foregoing, if the applicable Specified
               Currency is not available for the payment of principal, premium,
               if any, or interest with respect to such note due to the
               imposition of exchange controls or other circumstances beyond the
               control of the Company, the Company will be entitled to satisfy
               its obligations to the Holder by making such payment in Canadian
               dollars on the basis of the Market Exchange Rate on the second
               Business Day prior to such payment or, if such Market Exchange
               Rate is not then available, on the basis of the most recently
               available Market Exchange Rate. Any payment made in Canadian
               dollars under the circumstances set forth above where the
               required payment is in a Specified Currency other than Canadian
               dollars will not constitute a payment default under such note or
               under the Indenture. All determinations referred to above made by
               the Company or its agent (including the Exchange Rate Agent)
               shall be at its sole discretion and shall, in the absence of
               manifest error, be conclusive and for all purposes binding on the
               Holder of such note.

     (c)       Interest payments for a Series A Note shall be computed and paid
               on the basis of (i) a 360-day year of twelve 30-day months if the
               Day Count Convention specified therein is "30/360" for the
               relevant period, (ii) the actual number of days in the related
               month and a 360-day year if the Day Count Convention specified
               therein is "Actual/360" for the relevant period, (iii) the actual
               number of days in the related year and month if the Day Count
               Convention specified therein is "Actual/Actual" for the relevant
               period, or (iv) such other basis as may be specified in a Series
               A Note.

(2)  The following terms and conditions shall apply to the determination of
     interest on a Floating Rate Note unless otherwise provided in such note:

     (a)       A Floating Rate Note shall bear interest at the rate determined
               by reference to the applicable Interest Rate Basis specified
               therein (i) plus or minus the applicable Spread, if any, and/or
               (ii) multiplied by the applicable Spread Multiplier, if any.
               Commencing on the first Interest Reset Date, the rate at which
               interest on the Floating Rate Note shall be payable shall be
               reset as of each Interest Reset Date specified therein; provided,
               however, that the interest rate in effect for the period from the
               Original Issue Date to but excluding the first Interest Reset
               Date will be the initial interest rate (the "Initial Interest
               Rate"). Notwithstanding the foregoing, if a Floating Rate Note is
               designated in such note as having an Addendum attached, such note
               shall bear interest in accordance with the terms described in
               such Addendum.
<PAGE>

                                     -11-
 
     (b) Interest on a Floating Rate Note will be determined by reference to the
         applicable Interest Rate Basis or Interest Rate Bases, which may, as
         described below, include (i) the BA Rate, (ii) LIBOR, (iii) the Cdn.
         Prime Rate, or (iv) such other Interest Rate Basis or interest rate
         formula as may be set forth therein and described in the applicable
         Addendum.

     (c) The interest rate on a Floating Rate Note in effect on each day shall
         be the interest rate determined as of the most recent Interest
         Determination Date.

     (d) The interest rate on a Floating Rate Note applicable to each Interest
         Reset Period commencing on the Interest Reset Date with respect to such
         Interest Reset Period will be the rate determined as of the applicable
         Interest Determination Date. Each Interest Rate Basis shall be the rate
         determined in accordance with the applicable provisions below. The rate
         of interest on a Floating Rate Note will be reset daily, weekly,
         monthly, quarterly, semiannually, annually or pursuant to such other
         period as specified therein. Unless otherwise specified therein, the
         Interest Reset Date(s) will be, if the Interest Reset Period set forth
         therein is: (i) daily, each Business Day; (ii) weekly, the Wednesday of
         each week; (iii) monthly, the third Wednesday of each month; (iv)
         quarterly, the third Wednesday of March, June, September and December
         of each year; (v) semiannually, the third Wednesday of the two months
         specified therein; and (vi) annually, the third Wednesday of the month
         specified therein. If any Interest Reset Date (which term includes the
         first Interest Reset Date unless the context otherwise requires) would
         otherwise be a day that is not a Business Day, such Interest Reset Date
         shall be postponed to the next succeeding Business Day, except that if
         an Interest Rate Basis shown therein is LIBOR and such Business Day
         falls in the next succeeding calendar month, such Interest Reset Date
         shall be the immediately preceding Business Day.

     (e) Interest payable on a Floating Rate Note on any Interest Payment Date
         shall be the amount of interest accrued from and including the
         immediately preceding Interest Payment Date in respect of which
         interest has been paid (or from and including the Original Issue Date
         specified therein, if no interest has been paid), to but excluding the
         related Interest Payment Date; provided, however, that interest payable
         at Maturity will include interest accrued to but excluding the date of
         Maturity. Accrued interest on a Floating Rate Note is calculated by
         multiplying the face amount thereof by an accrued interest factor. Such
         accrued interest factor is computed by adding the interest factor
         calculated for each day in the period for which accrued interest is
         being calculated. The interest factor for each such day shall be
         computed by dividing the interest rate applicable to such day by 360 if
         the Interest Rate Basis specified in such note is LIBOR, or by the
         actual number of days in the year if the Interest Rate Basis specified
         in such note is the BA Rate, or the Cdn. Prime Rate.

     (f) A Floating Rate Note may also have either or both of the following:
         (i) a maximum numerical limitation, or ceiling, on the rate at which
         interest may accrue during any                 
<PAGE>

                                     -12-
 
          Interest Reset Period; and (ii) a minimum numerical limitation, or
          floor, on the rate at which interest may accrue during any Interest
          Reset Period. In addition to any maximum interest rate that may be
          applicable to a Floating Rate Note, the maximum interest rate that may
          be applicable to a Floating Rate Note will in no event be higher than
          the maximum rate permitted by the laws of Canada.

     (g)  Interest on such note will be payable, where the rate of interest
          resets: (i) daily, weekly or monthly, on the third Wednesday of each
          month or on the third Wednesday of March, June, September and December
          of each year, as specified in the applicable Prospectus Supplement;
          (ii) quarterly, on the third Wednesday of March, June, September and
          December of each year; (iii) semiannually, on the third Wednesday of
          the months of each year specified in such note; and (iv) annually, on
          the third Wednesday of the month specified in such note and, in each
          case, on the Maturity Date (each, an "Interest Payment Date"). If any
          Interest Payment Date for this Note (other than the Maturity Date)
          would otherwise be a day that is not a Business Day, such Interest
          Payment Date will be postponed to the next succeeding day that is a
          Business Day, except that where LIBOR is the applicable Interest Rate
          Basis, if such Business Day falls in the next succeeding calendar
          month, such Interest Payment Date will be the immediately preceding
          Business Day. If the Maturity Date of this Note falls on a day that is
          not a Business Day, the required payment of principal, premium, if
          any, and/or interest will be made on the next succeeding Business Day
          as if made on the date such payment was due, and no interest shall
          accrue on such payment for the period from and after the Maturity Date
          to the date of such payment on the next succeeding Business Day.

     (h)  The "Interest Determination Date" with respect to the BA Rate and the
          Cdn. Prime Rate will be the second Business Day immediately preceding
          the applicable Interest Reset Date, and the "Interest Determination
          Date" with respect to LIBOR will be the second London Business Day
          immediately preceding the applicable Interest Reset Date.

     (i)  The "Calculation Date", if applicable, pertaining to any Interest
          Determination Date will be the earlier of (i) the tenth calendar day
          after such Interest Determination Date, or, if such day is not a
          Business Day, the next succeeding Business Day or (ii) the Business
          Day immediately preceding the applicable Interest Payment Date or the
          Maturity Date, as the case may be. All calculations on a Floating Rate
          Note shall be made by the Calculation Agent.

     (j)  All percentages resulting from any calculation on a Floating Rate Note
          will be rounded to the nearest one hundred-thousandth of a percentage
          point, with five one millionths of a percentage point rounded upwards
          (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or
          .0987655)), and all amounts used in or resulting from such calculation
          will be rounded, in the case of United States or Canadian dollars, to
          the nearest cent or, in the case of a Specified Currency other than
          United
<PAGE>

                                     -13-
                                    
          States or Canadian dollars, to the nearest unit of the Specified
          Currency (such unit being the smallest unit of the Specified Currency
          in general use) (with one-half cent or one-half of the applicable unit
          of Specified Currency being rounded upward).

     (k)  If an Interest Rate Basis for a Floating Rate Note is specified in
          such note as the BA Rate, the BA Rate shall be determined on the
          applicable Interest Determination Date (the "BA Rate Interest
          Determination Date") as the rate (expressed as an annual percentage
          rate based on a year of 365 or 366 days) determined by the Company to
          be the average (rounded to the nearest one-hundred-thousandth of one
          per cent, with .000005 being rounded up) of the bid quotations for
          bankers' acceptances stamped by Schedule I Canadian chartered banks
          denominated in Canadian dollars with a maturity approximately
          coextensive with the Maturity applicable to such note, as set forth on
          the Reuters CDOR Page at approximately 10:00 a.m. (Toronto time) on
          the BA Rate Interest Determination Date. If on the BA Rate Interest
          Determination Date only one or zero bid quotations are available on
          the Reuters CDOR Page or if the Reuters CDOR Page is unavailable for
          any reason, the BA Rate shall be the rate (expressed as an annual
          percentage rate based on a year of 365 or 366 days) determined by the
          Company to be the average (rounded to the nearest one-hundred-
          thousandth of one per cent with .000005 being rounded up) of rates bid
          by each of the three Schedule I Canadian chartered banks selected by
          the Company (after consultation with the Trustee) at approximately
          10:00 a.m. (Toronto time) on the BA Rate Interest Determination Date
          for bankers' acceptances stamped by Schedule I Canadian chartered
          banks denominated in Canadian dollars with a maturity approximately
          coextensive with the Maturity applicable to such note. If on the BA
          Rate Interest Determination Date only one or two such Schedule I
          Canadian chartered banks provide bid quotations, then such bid or, the
          average of such bids, as the case may be, shall be used for purposes
          of determining the BA Rate.

     (l)  If an Interest Rate Basis for a Floating Rate Note is specified in
          such note as LIBOR, LIBOR will be determined on the applicable
          Interest Determination Date (a "LIBOR Interest Determination Date"),
          on the basis of either: (i) if "LIBOR Reuters" is specified in such
          note as the method for calculating LIBOR, the arithmetic mean of the
          offered rates (unless the specified Designated LIBOR Page by its terms
          provides only for a single rate, in which case such single rate shall
          be used) for deposits in the Index Currency having the Index Maturity
          designated in such note, commencing on the second London Business Day
          immediately following such LIBOR Interest Determination Date, that
          appear on the Designated LIBOR Page specified in such note as of 11:00
          a.m., London time, on such LIBOR Interest Determination Date, if at
          least two such offered rates appear (unless, as aforesaid, only a
          single rate is required) on such Designated LIBOR Page, or (ii) if
          "LIBOR Telerate" is specified in such note as the method for
          calculating LIBOR or if neither "LIBOR Reuters" nor "LIBOR Telerate"
          is so specified, the rate for deposits in the Index Currency having
          the Index Maturity designated in such note, commencing on the second
          London Business Day immediately following such LIBOR Interest
          Determination Date that
<PAGE>


                                     -14- 
                                             
          appears on the Designated LIBOR Page specified in such note as of
          11:00 a.m., London time, on such LIBOR Interest Determination Date. If
          fewer than two such offered rates appear, or if no such rate appears,
          as applicable, LIBOR in respect of the related LIBOR Interest
          Determination Date will be determined in accordance with the
          provisions described in the immediately succeeding paragraph.

     (m)  With respect to a LIBOR Interest Determination Date on which fewer
          than two offered rates appear, or no rate appears, as the case may be,
          on the applicable Designated LIBOR Page as specified in the
          immediately preceding paragraph, the Calculation Agent will request
          the principal London offices of each of four major reference banks in
          the London interbank market, as selected by the Calculation Agent
          (after consultation with the Company), to provide the Calculation
          Agent with its offered quotation for deposits in the Index Currency
          for the period of the Index Maturity designated in such note,
          commencing on the second London Business Day immediately following
          such LIBOR Interest Determination Date, to prime banks in the London
          interbank market at approximately 11:00 a.m., London time, on such
          LIBOR Interest Determination Date and in a principal amount that is
          representative for a single transaction in such Index Currency in such
          market at such time. If at least two such quotations are provided,
          LIBOR determined on such LIBOR Interest Determination Date will be the
          arithmetic mean of such quotations. If fewer than two quotations are
          provided, LIBOR determined on such LIBOR Interest Determination Date
          will be the arithmetic mean of the rates quoted at approximately 11:00
          a.m., in the applicable Principal Financial Centre, on such LIBOR
          Interest Determination Date by three major banks in such Principal
          Financial Centre selected by the Calculation Agent (after consultation
          with the Company) for loans in the Index Currency to leading European
          banks, having the Index Maturity designated in such note and in a
          principal amount that is representative for a single transaction in
          such Index Currency in such market at such time; provided, however,
          that if the banks so selected by the Calculation Agent are not quoting
          as mentioned in this sentence, LIBOR determined as of such LIBOR
          Interest Determination Date will be LIBOR in effect on such LIBOR
          Interest Determination Date.

     (n)  If an Interest Rate Basis for a Floating Rate Note is specified in
          such note as Cdn. Prime Rate, the Cdn. Prime Rate shall be determined
          on the applicable Interest Determination Date (a "Cdn. Prime Rate
          Interest Determination Date") as the rate (expressed as an annual
          percentage rate based on a year of 365 or 366 days) determined by the
          Company to be the average (rounded to the nearest one-hundred-
          thousandth of one per cent, with .000005 being rounded up) of the
          rates publicly quoted by the Schedule I Canadian chartered banks as
          base rates for determining interest rates on Canadian dollar prime
          rate loans in Canada prevailing at 10:00 a.m. (Toronto time) on the
          Cdn. Prime Rate Interest Determination Date.
<PAGE>

 
                                     -15-

     (o)  At the request of the Holder of a Floating Rate Note, the Calculation
          Agent shall provide to such Holder the interest rate thereon then in
          effect and, if determined, the interest rate which shall become
          effective as of the next Interest Reset Date.

Section 2.6  Conversion: If so determined by the Company at the time of issue,
the Holder of a Series A Note may, but only upon notice from the Company,
convert all but not less than all of such Holder's notes into an equal aggregate
principal amount of a new series of notes issued by the Company. If given, such
notice from the Company shall be given not less than 30 days nor more than 60
days prior to the date of conversion.

Section 2.7  Amortizing Notes and Extendible Notes:

(1)  The Company may issue Amortizing Notes and shall set forth in such notes a
     table specifying repayment information with respect to such notes and any
     additional terms and conditions thereof.

(2)  The Company may issue Extendible Notes and shall set forth in such notes
     the specific terms of the extension of such notes, including without
     limitation the date or dates on which the Company's option to extend can be
     exercised and whether the option can be exercised with respect to some but
     not all of the outstanding principal balance of such notes, and any
     additional terms and conditions thereof, including without limitation the
     specific terms and conditions upon which the maturity of such notes may be
     extended.

Section 2.8  Rule 144A Notes:

(1)  Series A Notes offered and sold in reliance on Rule 144A ("Rule 144A
     Notes") shall be issued as Certificated Notes and shall include the
     language set out in Schedule III attached.
<PAGE>


                                     -16-

(2)  Rule 144A Notes shall bear the legend set forth below (the "Private
Placement Legend") on the face thereof.

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
     ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
     ANY STATE OF THE UNITED STATES. NEITHER THIS SECURITY NOR ANY INTEREST OR
     PARTICIPATION HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
     IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
     FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER HEREOF, BY PURCHASING
     SUCH NOTES, AGREES FOR THE BENEFIT OF THE COMPANY AND THE GUARANTOR THAT
     SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)
     TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904
     OF REGULATION S UNDER THE SECURITIES ACT, OR (C) INSIDE THE UNITED STATES
     (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (2) RULE 144
     UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH ANY
     APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, SUBJECT TO THE
     COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, PLEDGE OR
     TRANSFER PURSUANT TO CLAUSE (B) OR C(2) TO REQUIRE THE DELIVERY OF AN
     OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
     EACH OF THEM.

Section 2.9  Special Transfer Provisions:
             
(1)  The following provisions shall apply with respect to the registration of
     any proposed transfer of Rule 144A Notes:

     (a)  The Trustee shall register a transfer if such transfer is being made
          by a proposed transferor who has checked the box provided for on the
          form of Rule 144A Note stating, or has otherwise advised the Company
          and the Trustee in writing, that the sale has been made in compliance
          with the provisions of Rule 144A to a transferee who has signed the
          certification provided for on the form of Rule 144A Note, stating, or
          has otherwise advised the Company and the Trustee in writing, that it
          is purchasing the Rule 144A Notes for its own account or an account
          with respect to which it exercises sole investment discretion and that
          it, or the person on whose behalf it is acting with respect to any
          such account, is a QIB, and is aware that the sale to it is being made
          in reliance on Rule 144A and acknowledges that it has received such
          information regarding the Company as it has requested pursuant to Rule
          144A or has determined not to request such information and that it is
          aware that
<PAGE>

                                     -17-
 
          the transferor is relying upon its foregoing representations in order
          to claim the exemption from registration provided by Rule 144A.

     (b)  The Trustee shall register the transfer upon receipt of a certificate
          substantially in the form of Schedule IV hereto from the proposed
          transferor. Upon such transfer, the Trustee shall, upon the written
          request of the transferee, issue Certificated Notes in exchange for
          such Rule 144A Notes, which Certificated Notes do not include the
          additional language and the legend provided for in Section 2.8 hereof.
          Section 2.11 of the Original Indenture (with any necessary
          modifications) shall apply to any such exchange.

(2)  In any circumstance in which it may be relevant for the Trustee to know
     whether a Person is a U.S. Person or a Person in the United States or is
     transferring Series A Notes for the account or benefit of a U.S. Person or
     a Person in the United States, the Trustee shall only be required to refer
     to (as applicable) the address of the transferring registered Holder as
     shown in the register maintained by the Trustee or the address of the
     transferee to whom the Series A Notes are to be registered.

(3)  By its acceptance of any Rule 144A Note bearing the Private Placement
     Legend, each Holder of such a Rule 144A Note acknowledges the restrictions
     on transfer of such Rule 144A Note set forth in this First Supplemental
     Indenture and in the Private Placement Legend and agrees that it will
     transfer such Rule 144A Notes only as provided in this First Supplemental
     Indenture.

(4)  The Trustee shall retain copies of all letters, notices and other written
     communications received pursuant to this Section 2.9.  The Company shall
     have the right to inspect and make copies of all such letters, notices or
     other written communications at any reasonable time upon the giving of
     reasonable written notice to the Trustee.
<PAGE>
                                     -18-
 
                                   ARTICLE 3

                                   EXECUTION

Section 3.1  Acceptance of Trust:  The Trustee hereby accepts the trusts in
this First Supplemental Indenture declared and provided for and agrees to
perform the same upon the terms and conditions and subject to the provisions
herein and in the Original Indenture set forth.

Section 3.2  Counterparts:  This First Supplemental Indenture may be executed
in several counterparts, each of which when so executed shall be deemed to be
original, and such counterparts together shall constitute one and the same
instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                              CASE CREDIT LTD.


                              By:_______________________________________________


                              CASE CREDIT CORPORATION


                              By:_______________________________________________

 
                              MONTREAL TRUST COMPANY OF CANADA


                              By:_______________________________________________


                              By:_______________________________________________
<PAGE>
 
                                   SCHEDULE I


REGISTERED

                                CASE CREDIT LTD.
                           SERIES A MEDIUM-TERM NOTE
                               (Fixed Rate Note)


No. CFX_________                                       CUSIP No._________

PRINCIPAL AMOUNT:                   DENOMINATIONS (if other than Cdn.
                                    dollars or Cdn. dollar denominations of
                                    Cdn.$1,000):

ORIGINAL ISSUE DATE:                SPECIFIED CURRENCY:
                                    Canadian Dollars:
                                         [  ] Yes
                                         [  ] No
                                         Foreign Currency:
                                         Exchange Rate Agent:

STATED MATURITY:              INTEREST RATE:

INTEREST PAYMENT DATE(S):           PAYMENTS OF PRINCIPAL AND ANY
                                    PREMIUM AND INTEREST:
                                         [  ] Canadian Dollars
                                         [  ] Specified Currency

RECORD DATE(S):                     DAY COUNT CONVENTION:
                                         [  ] 30/360 for the period
                                               from     to
                                         [  ] Actual/360 for the period
                                               from    to
                                         [  ] Actual/Actual for the period
                                               from    to
                                         [  ] Other

OTHER PROVISIONS:                   ADDENDUM ATTACHED:
                                         [  ] Yes
                                         [  ] No
<PAGE>

                                     -2-
 
          CASE CREDIT LTD. (the "Company"), for value received, hereby promises
to pay to                , or registered assigns, the principal sum of
(the "Principal Amount") on the Stated Maturity specified above (except to the
extent redeemed or repaid prior to the Stated Maturity), and to pay interest
thereon on the Interest Payment Dates specified above at the Interest Rate per
annum specified above from the Original Issue Date to but excluding the date on
which the principal hereof is paid or duly made available for payment. Reference
herein to "this Note", "hereof", "herein" and comparable terms shall include an
Addendum hereto if an Addendum is specified above.

          This note is one of a duly authorized series of Series A Medium-Term
Notes (hereinafter called the "Notes") of the Company issued and to be issued
under an Indenture dated as of the10th day of November, 1998 as amended or
supplemented from time to time (herein called the "Indenture") between the
Company and Montreal Trust Company of Canada, as trustee, (herein called the
"Trustee" which term includes any successor trustee under the Indenture with
respect to the series of which this Note is a part), to which Indenture
reference is hereby made for a statement of the respective rights thereunder of
the Company, the Trustee and the Holders of the Notes and the terms upon which
the Notes are to be authenticated and delivered, all to the same effect as if
the provision of the Indenture were herein set forth, to all of which provisions
the Holder of this Note assents by acceptance hereof. The Notes are unsecured
general obligations of the Company constituting unsubordinated indebtedness and
will rank pari passu with all other unsecured and unsubordinated indebtedness of
the Company from time to time outstanding.  This Note is one of the series of
Notes designated above, to be issued from time to time at an aggregate initial
offering price of up to $750,000,000 which amount may be increased if duly
authorized by the Company.

          All terms used in this Note which are defined in the Indenture shall,
unless otherwise defined in this Note, have the meanings assigned to them in the
Indenture.

          Unless otherwise provided above or in an Addendum hereto, this Note is
not subject to any sinking fund and is not redeemable at the option of the
Company prior to the Stated Maturity.

          The Company may at any time purchase Notes at any price or prices in
the open market or otherwise.  Notes so purchased by the Company may be held or
resold or, at the discretion of the Company, may be surrendered to the Trustee
for cancellation.

          If so specified above or in an Addendum hereto, the registered Holder
of this Note may, but only upon notice from the Company convert all but not less
than all of such holder's Notes into an equal aggregate principal amount of a
new series of notes issued by the Company.  If given, such notice from the
Company shall be given not less than 30 days nor more than 60 days prior to the
date of conversion and in accordance with the provisions of the Indenture.

          Any provisions contained or incorporated by reference herein with
respect to the calculation of the interest rate applicable to this Note, its
Interest Payment Dates, the Maturity Date or any other matter relating hereto
may be modified as specified in an Addendum relating hereto if so specified
above.
<PAGE>

                                     -3-
 
          If this Note is designated on the first page hereof under "Other
Provisions" as an Amortizing Note or as an Extendible Note, certain additional
provisions with respect to this Note will be specified above or in an Addendum
hereto.

          If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of all the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

          The Indenture contains provisions making binding upon all Holders of
Debt Securities (as defined in the Indenture and including the Notes) issued
thereunder resolutions passed at meetings of such Holders held in accordance
with such provisions and instruments signed by the Holders of a specified
majority of Debt Securities outstanding, which resolutions or instruments may
have the effect of amending the terms of this Note or the Indenture.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate herein described.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the security
register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Trustee in the City of Toronto, duly
endorsed or accompanied by a written instrument of transfer, in form
satisfactory to the Company and the security registrar, duly executed by the
Holder hereof or by its attorney duly authorized in writing, and thereupon one
or more new Notes of this series of authorized denominations, and for the same
aggregate principal amount and tenor, will be issued to the designated
transferee or transferees.

          As provided in the Indenture and subject to certain limitations
therein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of like tenor as requested by the Holder hereof.

          Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

          This Note shall be governed by and construed in accordance with the
laws of the Province of Ontario.

          Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
<PAGE>

                                     -4-
 
     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.

Dated:                              CASE CREDIT LTD.


[CORPORATE SEAL]                         By:
                                             Name:
                                             Title:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series
designated and referred to in the within-
mentioned Indenture.

MONTREAL TRUST COMPANY OF CANADA,
        as Trustee

By:
       Authorized Signature
<PAGE>
                                      -5-
 
                      GUARANTEE OF CASE CREDIT CORPORATION

          FOR VALUE RECEIVED, CASE CREDIT CORPORATION (the "Guarantor", which
term includes any successor corporation under the Indenture referred to in the
Note upon which this guarantee is endorsed (the "Indenture")), a corporation
duly organized and existing under the laws of the State of Delaware, hereby
unconditionally guarantees to the Holder of the Note upon which this Guarantee
is endorsed (the "Note") the due and punctual payment of the principal of,
premium (if any) and interest on the Note, when and as the same shall become due
and payable after any applicable grace period, whether at their respective due
dates, on redemption or on a declaration or otherwise, in accordance with the
terms of the Note and of the Indenture (the "Obligations"); provided, however,
that payment of interest on overdue instalments of interest is hereby guaranteed
only to the extent permitted by applicable law.  In case of default by Case
Credit Ltd. (the "Company") in the payment of any such principal, premium or
interest, the Guarantor agrees duly and punctually to pay the same without
demand after the expiry of any applicable grace period.  The Guarantor hereby
agrees that its obligations hereunder and under the Indenture shall be
unconditional, irrespective of any invalidity, illegality, irregularity or
unenforceability of the Note or the Indenture as regards the Company (other than
by reason of lack of genuineness), or the absence of any action to enforce the
same, the recovery of any judgment against the Company or any action to enforce
the same or any circumstance which might otherwise constitute a legal or
equitable discharge or defence of a guarantor. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of merger, amalgamation, insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to the Note or the indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Guarantee will not be discharged except by
payment in full of the principal of, premium (if any) and interest on the Note.

          The obligation of the Guarantor under this Guarantee shall be a
continuing obligation, shall cover all the Obligations, and shall apply to and
secure any ultimate balance due or remaining unpaid to the Holder of the Note.

          In addition to the guarantee contained in this Guarantee and the
Indenture, the Guarantor hereby covenants and agrees to indemnify and save the
Holder of the Note harmless against all costs, losses, expenses and damages it
may suffer as a result of the Company's default in performance of any of the
Obligations.

          The Guarantor shall not be or become liable under this Guarantee to
make any payment of principal, premium or interest in respect of which the
Company shall be in default if the default of the Company in respect of which
the Guarantor would otherwise be or become liable under this Guarantee shall
have been waived or directed to be waived pursuant to the provisions in that
behalf contained in the Indenture, but no waiver or consent of any kind
whatsoever shall release, alter or impair the unconditional obligation of the
Guarantor hereunder after giving effect to such waiver or consent.
<PAGE>

                                      -6-
 
     The Guarantor shall be subrogated to all rights of the Holder of the Note
against the Company in respect of any amount paid by the Guarantor pursuant to
the provisions of this Guarantee, provided, however, that the Guarantor shall
not be entitled to enforce, or to receive any payments arising out of or based
upon, such right of subrogation until the principal of, premium, if any, and
interest on all Notes issued under the Indenture shall have been paid in full or
duly provided for.

     No remedy for the enforcement of the rights of the Holder of the Note to
receive payment of the principal of and/or premium and/or interest on the Note,
under the Note, the Indenture and hereunder, shall be exclusive of or dependent
on any other remedy.

     This Guarantee has been given in accordance with the terms of the Indenture
and is subject to all applicable provisions thereof and the same shall be deemed
to be incorporated herein.

     The Guarantor hereby certifies and warrants that all acts, conditions and
things required to be done and performed and to have happened prior to the
creation and issuance of this Guarantee to constitute the same a valid and
legally binding obligation of the Guarantor enforceable in accordance with its
terms have been done and performed and have happened in due and strict
compliance with all applicable laws.

     This Guarantee shall be construed in accordance with and governed by the
laws of the Province of Ontario.

     This Guarantee shall not be valid or become obligatory for any purpose
until the Note shall have been certified by or on behalf of the Trustee under
the Indenture.

     IN WITNESS WHEREOF, CASE CREDIT CORPORATION has caused this Guarantee to be
signed in its corporate name by the facsimile signature of its President and has
caused a facsimile of its corporate seal to be affixed hereto or imprinted or
otherwise reproduced hereon, and the same to be attested by the facsimile
signature of its Secretary.

     This Guarantee shall be deemed to be dated the Original Issue Date of the
Note.

                                       CASE CREDIT CORPORATION


                                       By:__________________________________
                                            President                        c/s
Attest:________________________
       Secretary
<PAGE>

                                      -7-
 
                            ASSIGNMENT/TRANSFER FORM
                            ------------------------

     FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________

________________________________________________________________________________

________________________________________________________________________________

  (Please print or typewrite assignee's name and address including postal code
                 and insert assignee's Social Insurance Number)

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________________________________________
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.


Dated:__________________________    _______________________________
                                    Signature of transferring registered Holder*


Signature of transferring registered Holder guaranteed by:**


                     ____________________________________
                     Signature of Guarantor

 
*    NOTICE: The signature of the registered Holder to
     this assignment must correspond with the name as
     written upon the face of the within instrument in
     every particular, without alteration or enlargement or
     any change whatsoever.

**   Signature must be guaranteed by an authorized officer
     of a Canadian chartered bank or a major Canadian trust
     company or by a medallion signature guarantee from a
     member of a recognized Medallion Signature Guarantee Program.
<PAGE>

                                     -8-
 
                                 ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

     TEN COM   -    as tenants in common

     JT TEN    -    as joint tenants with right of survivorship
                             and not as tenants in common

     Additional abbreviations may also be used though not in the above list.
<PAGE>
 
                                  SCHEDULE II

REGISTERED

                                CASE CREDIT LTD.
                           SERIES A MEDIUM-TERM NOTE
                              (Floating Rate Note)

No. CFLR _                                                  CUSIP No. __________

PRINCIPAL AMOUNT:                   DENOMINATIONS (if other than Cdn. dollars
                                    or Cdn. dollar denominations of Cdn.$1,000):

ORIGINAL ISSUE DATE:                STATED MATURITY:

INTEREST PAYMENT PERIOD:            INTEREST PAYMENT DATES:

INTEREST RATE BASIS:                RECORD DATE(S):

INITIAL INTEREST RATE:              INTEREST RESET DATE(S):

INTEREST RESET PERIOD:              INTEREST DETERMINATION DATE(S):

OPTIONAL REPAYMENT DATE(S):

SPREAD (PLUS OR MINUS):             SPREAD MULTIPLIER:

PAYMENT OF PRINCIPAL AND ANY        SPECIFIED CURRENCY:
PREMIUM AND INTEREST:               Canadian Dollars:
[ ] Canadian Dollars                     [ ] Yes
[ ] Specified Currency                   [ ] No
                                    Foreign Currency:
                                    Exchange Rate Agent:

DESIGNATED LIBOR PAGE
[ ] LIBOR Telerate
[ ] LIBOR Reuters

INDEX MATURITY:                     INDEX CURRENCY:

MAXIMUM INTEREST RATE:              MINIMUM INTEREST RATE:

CALCULATION DATE:                   CALCULATION AGENT:

                                    DAY COUNT CONVENTION:
                                         [ ] 30/360 for the period
                                         from         to
                                         [ ] Actual/360 for the period
                                         from         to
                                         [ ] Actual/Actual for the period
                                         from         to
                                         [ ] Other
 
OTHER PROVISIONS:                   ADDENDUM ATTACHED:
                                         [ ] Yes
                                         [ ] No
<PAGE>

                                      -2-
 
     CASE CREDIT LTD. (the "Company"), for value received, hereby promises to 
pay to                                , or registered assigns, the principal sum
of                     (the "Principal Amount") on the Stated Maturity specified
above (except to the extent redeemed or repaid prior to the Stated Maturity),
and to pay interest thereon on the Interest Payment Dates specified above, at a
rate per annum equal to the Initial Interest Rate specified above from the
Original Issue Date to the first Interest Reset Date specified above and
thereafter at a rate per annum determined in accordance with the provisions
hereof and any Addendum relating hereto depending upon the Interest Rate Basis
or Bases, if any, and such other terms specified above, until but excluding the
date on which the principal hereof is paid or duly made available for payment.
Reference herein to "this Note", "hereof" "herein" and comparable terms shall
include an Addendum hereto if an Addendum is specified above.

     This note is one of a duly authorized series of Series A Medium-Term Notes
(hereinafter called the "Notes") of the Company issued and to be issued under an
Indenture dated as of the 10th day of November, 1998 as amended or supplemented
from time to time (herein called the "Indenture") between the Company and
Montreal Trust Company of Canada, as trustee, (herein called the "Trustee",
which term includes any successor trustee under the Indenture with respect to
the series of which this Note is a part) to which Indenture reference is hereby
made for a statement of the respective rights thereunder of the Company, the
Trustee and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered, all to the same effect as if the provisions of
the Indenture were herein set forth to all of which provisions the Holders of
this Note assents by acceptance hereof. The Notes are unsecured general
obligations of the Company constituting unsubordinated indebtedness and will
rank pari passu with all other unsecured and unsubordinated indebtedness of the
Company from time to time outstanding. This Note is one of the series of Notes
designated above, to be issued from time to time at an aggregate initial
offering price of up to $750,000,000 which amount may be increased if duly
authorized by the Company.

     All terms used in this Note which are defined in the Indenture shall,
unless otherwise defined in this Note, have the meanings assigned to them in the
Indenture.

     Unless otherwise provided above or in an Addendum hereto, this Note is not
subject to any sinking fund and is not redeemable at the option of the Company
prior to the Stated Maturity.

     The Company may at any time purchase Notes at any price or prices in the
open market or otherwise. Notes so purchased by the Company may be held or
resold or, at the discretion of the Company, may be surrendered to the Trustee
for cancellation.

     If so specified above or in an Addendum hereto, the registered Holder of
this Note may convert all but not less than all of such holder's Notes into an
equal aggregate principal amount of a new series of notes issued by the Company.
If given, such notice from the Company shall be given not less than 30 days nor
more than 60 days prior to the date of conversion and in accordance with the
provisions of the Indenture.
<PAGE>
 
                                      -3-

     If this Note is designated on the first page hereof under "Other
Provisions" as an Amortizing Note or as an Extendible Note, certain additional
provisions with respect to this Note will be specified above or in an Addendum
hereto.

     If an Event of Default with respect to the Notes of this series shall occur
and be continuing, the principal of all the Notes of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.

     The Indenture contains provisions making binding upon all Holders of Debt
Securities (as defined in the Indenture and including the Notes) issued
thereunder resolutions passed at meetings of such Holders held in accordance
with such provisions and instruments signed by the Holders of a specified
majority of Debt Securities outstanding, which resolutions or instruments may
have the effect of amending the terms of this Note or the Indenture.

     Any provision contained or incorporated by reference herein with respect to
the determination of an Interest Rate Basis, the calculation of the interest
rate applicable to this Note, the Interest Payment Dates, the Maturity Date or
any other variable term relating hereto may be modified as specified in an
Addendum relating hereto if so specified above.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate herein described.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the security register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Trustee in the City of Toronto, duly endorsed or
accompanied by a written instrument of transfer, in form satisfactory to the
Company and the security registrar, duly executed by the Holder hereof or by its
attorney duly authorized in writing, and thereupon one or more new Notes of this
series of authorized denominations, and for the same aggregate principal amount
and tenor, will be issued to the designated transferee or transferees.

     As provided in the Indenture and subject to certain limitations therein set
forth, this Note is exchangeable for a like aggregate principal amount of Notes
of like tenor as requested by the Holder hereof.

     Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     This Note shall be governed by and construed in accordance with the laws of
the Province of Ontario.
<PAGE>
 
                                      -4-

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

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.

Dated:                                 CASE CREDIT LTD.



[CORPORATE SEAL]                       By:
                                           Name:
                                           Title:



TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series
designated and referred to in the within-
mentioned Indenture.


MONTREAL TRUST COMPANY OF CANADA,
    as Trustee


By:
    Authorized Signature
<PAGE>

                                      -5-
 
                      GUARANTEE OF CASE CREDIT CORPORATION

     FOR VALUE RECEIVED, CASE CREDIT CORPORATION (the "Guarantor", which term
includes any successor corporation under the Indenture referred to in the Note
upon which this guarantee is endorsed (the "Indenture")), a corporation duly
organized and existing under the laws of the State of Delaware, hereby
unconditionally guarantees to the Holder of the Note upon which this Guarantee
is endorsed (the "Note") the due and punctual payment of the principal of,
premium (if any) and interest on the Note, when and as the same shall become due
and payable after any applicable grace period, whether at their respective due
dates, on redemption or on a declaration or otherwise, in accordance with the
terms of the Note and of the Indenture (the "Obligations"); provided, however,
that payment of interest on overdue instalments of interest is hereby guaranteed
only to the extent permitted by applicable law. In case of default by Case
Credit Ltd. (the "Company") in the payment of any such principal, premium or
interest, the Guarantor agrees duly and punctually to pay the same without
demand after the expiry of any applicable grace period. The Guarantor hereby
agrees that its obligations hereunder and under the Indenture shall be
unconditional, irrespective of any invalidity, illegality, irregularity or
unenforceability of the Note or the Indenture as regards the Company (other than
by reason of lack of genuineness), or the absence of any action to enforce the
same, the recovery of any judgment against the Company or any action to enforce
the same or any circumstance which might otherwise constitute a legal or
equitable discharge or defence of a guarantor. The Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of merger, amalgamation, insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to the Note or the indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Guarantee will not be discharged except by
payment in full of the principal of, premium (if any) and interest on the Note.

     The obligation of the Guarantor under this Guarantee shall be a continuing
obligation, shall cover all the Obligations, and shall apply to and secure any
ultimate balance due or remaining unpaid to the Holder of the Note.

     In addition to the guarantee contained in this Guarantee and the Indenture,
the Guarantor hereby covenants and agrees to indemnify and save the Holder of
the Note harmless against all costs, losses, expenses and damages it may suffer
as a result of the Company's default in performance of any of the Obligations.

     The Guarantor shall not be or become liable under this Guarantee to make
any payment of principal, premium or interest in respect of which the Company
shall be in default if the default of the Company in respect of which the
Guarantor would otherwise be or become liable under this Guarantee shall have
been waived or directed to be waived pursuant to the provisions in that behalf
contained in the Indenture, but no waiver or consent of any kind whatsoever
shall release, alter or impair the unconditional obligation of the Guarantor
hereunder after giving effect to such waiver or consent.
<PAGE>

                                      -6-
 
     The Guarantor shall be subrogated to all rights of the Holder of the Note
against the Company in respect of any amount paid by the Guarantor pursuant to
the provisions of this Guarantee, provided, however, that the Guarantor shall
not be entitled to enforce, or to receive any payments arising out of or based
upon, such right of subrogation until the principal of, premium, if any, and
interest on all Notes issued under the Indenture shall have been paid in full or
duly provided for.

     No remedy for the enforcement of the rights of the Holder of the Note to
receive payment of the principal of and/or premium and/or interest on the Note,
under the Note, the Indenture and hereunder, shall be exclusive of or dependent
on any other remedy.

     This Guarantee has been given in accordance with the terms of the Indenture
and is subject to all applicable provisions thereof and the same shall be deemed
to be incorporated herein.

     The Guarantor hereby certifies and warrants that all acts, conditions and
things required to be done and performed and to have happened prior to the
creation and issuance of this Guarantee to constitute the same a valid and
legally binding obligation of the Guarantor enforceable in accordance with its
terms have been done and performed and have happened in due and strict
compliance with all applicable laws.

     This Guarantee shall be construed in accordance with and governed by the
laws of the Province of Ontario.

     This Guarantee shall not be valid or become obligatory for any purpose
until the Note shall have been certified by or on behalf of the Trustee under
the Indenture.

     IN WITNESS WHEREOF, CASE CREDIT CORPORATION has caused this Guarantee to be
signed in its corporate name by the facsimile signature of its President and has
caused a facsimile of its corporate seal to be affixed hereto or imprinted or
otherwise reproduced hereon, and the same to be attested by the facsimile
signature of its Secretary.

     This Guarantee shall be deemed to be dated the Original Issue Date of the
Note.

                                       CASE CREDIT CORPORATION


                                       By:__________________________________
                                            President                        c/s
Attest:________________________
        Secretary
<PAGE>

                                      -7-
 
                            ASSIGNMENT/TRANSFER FORM
                            ------------------------

     FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),

assign(s) and transfer(s) unto _________________________________________________

________________________________________________________________________________

________________________________________________________________________________

  (Please print or typewrite assignee's name and address including postal code
                 and insert assignee's Social Insurance Number)

the within Note and all rights thereunder, hereby irrevocably constituting and

appointing ___________________________________________________________________

attorney to transfer said Note on the books of the Company with full power of

substitution in the premises.


Dated:______________________       _____________________________________________
                                   Signature of transferring registered Holder*


Signature of transferring registered Holder guaranteed by:**


                      __________________________________
                      Signature of Guarantor

 
*    NOTICE: The signature of the registered Holder to
     this assignment must correspond with the name as
     written upon the face of the within instrument in
     every particular, without alteration or enlargement or
     any change whatsoever.

**   Signature must be guaranteed by an authorized officer
     of a Canadian chartered bank or a major Canadian trust
     company or by a medallion signature guarantee from a
     member of a recognized Medallion Signature Guarantee Program.
<PAGE>

                                      -8-
 
                                 ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

     TEN COM   -    as tenants in common

     JT TEN    -    as joint tenants with right of survivorship
                        and not as tenants in common

     Additional abbreviations may also be used though not in the above list.
<PAGE>
 
                                  SCHEDULE III

                    Additional Provisions for Series A Notes
                          transferred under Rule 144A


In connection with any transfer of this Note occurring prior to the date which
is two years after the later of the original issue date of the Notes and the
last day on which the Company or any Affiliate of the Company was the owner of
this Note (or any predecessor of such Note), the undersigned confirms that it
has not utilized any general solicitation or general advertising in connection
with and that such transfer is:

                                  [Check One]

(1)  [_]  to the Company or a subsidiary thereof; or

(2)  [_]  pursuant to and in compliance with Rule 144A under the United States
          Securities Act of 1933, as amended; or

(3)  [_]  outside the United States to a transferee who is not a "U.S. Person"
          in compliance with Rule 904 of Regulation S under the United States
          Securities Act of 1933, as amended.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof, provided, that if box (3) is checked, the Company or
the Trustee may require, prior to registering any such transfer of the Notes, in
its sole discretion, such written legal opinions, certifications and other
information as the Trustee or the Company has reasonably requested to confirm
that such transfer is being made pursuant to Regulation S under the United
States Securities Act of 1933, as amended.

If none of the foregoing boxes are checked, the Trustee or Registrar shall not
be obligated to register this Note in the name of any person other than the
Holder hereof.

Date:___________________    Your signature:_____________________________________
                                           (Sign exactly as your name appears on
                                            the other side of this Note)

                            Signature Guarantee:________________________________
<PAGE>

                                      -2-
 
TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the United States Securities Act of 1933,
as amended, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A


Date:______________            _________________________________________________
                               NOTICE: To be executed by an authorized signatory
<PAGE>
 
                                  SCHEDULE IV

                              Form of Certificate
                          to be delivered on transfers
                            pursuant to Regulation S



Case Credit Ltd.
c/o Montreal Trust Company of Canada
(as registrar and transfer agent for the
Series A Medium-Term Notes of Case Credit Ltd.)
Corporate Trust Services
151 Front Street West, Suite 605
Toronto, ON   M5J 2N1

Dear Ladies & Gentlemen:

Re:  Case Credit Ltd. (the "Company")
     Series A Medium-Term Notes (the "Notes")
----------------------------------------------------

In connection with our proposed sale of $. aggregate principal amount of the
Notes, we confirm that such sale has been effected pursuant to and in accordance
with Regulation S under the United States Securities Act of 1933, as amended,
and, accordingly, we represent that:

     (1)  the offer of the Notes was not made to a person in the United States;

     (2)  either (a) at the time the buy order was originated, the transferee
     was outside the United States or we and any person acting on our behalf
     reasonably believed that the transferee was outside the United States or
     (b) the transaction was executed in, on or through the facilities of a
     designated off-shore securities market and neither we nor any person acting
     on our behalf knows that the transaction has been pre-arranged with a buyer
     in the United States;

     (3)  no directed selling efforts have been made in the United States in
     contravention of the requirements of Rule 903(b) or Rule 904(b) of
     Regulation S, as applicable; and

     (4)  the transaction is not part of a plan or scheme to evade the
     registration requirements of the United States Securities Act of 1933, as
     amended.

In addition, if the sale is made during a restricted period and the provisions
of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable thereto, we
confirm that such sale has been made in accordance with the applicable
provisions of Rule 903(c)(2) or Rule 904(c)(1), as the case may be.

You, the Company and Case Credit Corporation are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to
any interested party in any 
<PAGE>

                                      -2-
 
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

Very truly yours,

[Name of Transferor]


By:______________________________
        Authorized Signature