<PAGE>

                                                                     Exhibit 4.3

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                       NAVISTAR INTERNATIONAL CORPORATION,
                                    as Issuer

                   INTERNATIONAL TRUCK AND ENGINE CORPORATION,
                                  as Guarantor,

                                       AND

                           BNY MIDWEST TRUST COMPANY,
                                   as Trustee


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


                                    INDENTURE

                            Dated as of May 31, 2001

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

                   $400,000,000 aggregate principal amount of

                           9 3/8% Senior Notes due 2006



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                                          TABLE OF CONTENTS

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                                             ARTICLE I

                             DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.1      Definitions..............................................................1
SECTION 1.2      Other Definitions.......................................................33
SECTION 1.3      Incorporation by Reference of Trust Indenture Act.......................34
SECTION 1.4      Rules of Construction...................................................34

                                           ARTICLE II

                                         THE SECURITIES

SECTION 2.1      Form, Dating and Terms..................................................35
SECTION 2.2      Execution and Authentication............................................42
SECTION 2.3      Registrar and Paying Agent..............................................43
SECTION 2.4      Paying Agent To Hold Money in Trust.....................................44
SECTION 2.5      Securityholder Lists....................................................44
SECTION 2.6      Transfer and Exchange...................................................44
SECTION 2.7      Form of Certificate to be Delivered in Connection with
                 Transfers to Institutional Accredited Investors.........................48
SECTION 2.8      Form of Certificate to be Delivered in Connection with
                 Transfers Pursuant to Regulation S......................................50
SECTION 2.9      Mutilated, Destroyed, Lost or Stolen Securities.........................51
SECTION 2.10     Temporary Securities....................................................52
SECTION 2.11     Cancellation............................................................52
SECTION 2.12     Payment of Interest; Defaulted Interest.................................52
SECTION 2.13     Computation of Interest.................................................54
SECTION 2.14     CUSIP Numbers...........................................................54

                                           ARTICLE III

                                           COVENANTS

SECTION 3.1      Application of Certain Covenants........................................54
SECTION 3.2      Payment of Principal, Premium, if any, and Interest, if any.............55
SECTION 3.3      Maintenance of Office or Agency.........................................55
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SECTION 3.4      Money for Securities Payments to be Held in Trust;
                 Unclaimed Money.........................................................55
SECTION 3.5      Corporate Existence.....................................................57
SECTION 3.6      Reports by the Company..................................................57
SECTION 3.7      Annual Review Certificate; Notice of Defaults or
                 Events of Default.......................................................58
SECTION 3.8      Books of Record and Account.............................................58
SECTION 3.9      Limitation on Liens.....................................................58
SECTION 3.10     Limitation on Incurrence of Indebtedness................................59
SECTION 3.11     Limitation on Preferred Stock of Restricted Subsidiaries................62
SECTION 3.12     Limitation on Restricted Payments.......................................62
SECTION 3.13     Limitation on Certain Asset Dispositions................................67
SECTION 3.14     Limitation on Sale/Leaseback Transactions...............................68
SECTION 3.15     Limitation on Payment Restrictions Affecting
                 Restricted Subsidiaries.................................................69
SECTION 3.16     Limitation on Transactions with Affiliates..............................70
SECTION 3.17     Limitation on Guarantees by Restricted Subsidiaries.....................72

                                           ARTICLE IV

                          CONSOLIDATION, MERGER OR SALE BY THE COMPANY

SECTION 4.1      Consolidation, Merger or Sale of Assets Permitted.......................73

                                            ARTICLE V

                                    REDEMPTION OF SECURITIES

SECTION 5.1      Applicability of Article................................................75
SECTION 5.2      Election to Redeem; Notice to Trustee...................................75
SECTION 5.3      Selection of Securities to be Redeemed..................................75
SECTION 5.4      Notice of Redemption....................................................76
SECTION 5.5      Deposit of Redemption Price.............................................77
SECTION 5.6      Securities Payable on Redemption Date...................................77
SECTION 5.7      Securities Redeemed in Part.............................................77
SECTION 5.8      Optional Redemption.....................................................78
SECTION 5.9      Offer to Repurchase Upon a Change of Control............................78
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                                           ARTICLE VI

                                     DEFAULTS AND REMEDIES

SECTION 6.1      Events of Default.......................................................81
SECTION 6.2      Acceleration; Rescission and Annulment..................................82
SECTION 6.3      Collection of Indebtedness and Suits for Enforcement by Trustee.........83
SECTION 6.4      Trustee May File Proofs of Claim........................................83
SECTION 6.5      Trustee May Enforce Claims Without Possession of Securities.............84
SECTION 6.6      Delay or Omission Not Waiver............................................84
SECTION 6.7      Waiver of Past Defaults.................................................84
SECTION 6.8      Control by Majority.....................................................84
SECTION 6.9      Limitation on Suits by Holders..........................................85
SECTION 6.10     Rights of Holders to Receive Payment....................................85
SECTION 6.11     Application of Money Collected..........................................85
SECTION 6.12     Restoration of Rights and Remedies......................................86
SECTION 6.13     Rights and Remedies Cumulative..........................................86
SECTION 6.14     Waiver of Usury, Stay or Extension Laws.................................86
SECTION 6.15     Undertaking for Costs...................................................87

                                           ARTICLE VII

                                            TRUSTEE

SECTION 7.1      Certain Duties and Responsibilities of the Trustee......................87
SECTION 7.2      Rights of Trustee.......................................................87
SECTION 7.3      Trustee May Hold Securities.............................................89
SECTION 7.4      Money Held in Trust.....................................................89
SECTION 7.5      Trustee's Disclaimer....................................................89
SECTION 7.6      Notice of Defaults......................................................89
SECTION 7.7      Reports by Trustee to Holders...........................................89
SECTION 7.8      Securityholder Lists....................................................90
SECTION 7.9      Compensation and Indemnity.  ...........................................90
SECTION 7.10     Replacement of Trustee.  ...............................................91
SECTION 7.11     Acceptance of Appointment by Successor..................................92
SECTION 7.12     Eligibility; Disqualification...........................................93
SECTION 7.13     Merger, Conversion, Consolidation or Succession to Business.............93
SECTION 7.14     Appointment of Authenticating Agent.....................................93
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                                          ARTICLE VIII

                               DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.1      Termination of Company's Obligations Under this Indenture...............95
SECTION 8.2      Application of Trust Funds..............................................96
SECTION 8.3      Company's Option to Effect Defeasance or Covenant Defeasance............96
SECTION 8.4      Defeasance and Discharge................................................96
SECTION 8.5      Covenant Defeasance.....................................................97
SECTION 8.6       Conditions to Defeasance or Covenant Defeasance........................97
SECTION 8.7      Deposited Money and Government Obligations to Be
                 Held in Trust...........................................................99
SECTION 8.8      Repayment to Company....................................................99
SECTION 8.9      Indemnity for Government Obligations....................................99

                                           ARTICLE IX

                                    SUPPLEMENTAL INDENTURES

SECTION 9.1      Supplemental Indentures Without Consent of Holders.....................100
SECTION 9.2      Supplemental Indentures with Consent of Holders........................101
SECTION 9.3      Compliance with Trust Indenture Act....................................102
SECTION 9.4      Execution of Supplemental Indentures...................................102
SECTION 9.5      Effect of Supplemental Indentures .....................................102

                                            ARTICLE X

                                     SUBSIDIARY GUARANTEES

SECTION 10.1     Subsidiary Guarantees..................................................102
SECTION 10.2     Obligations of Subsidiary Guarantors Unconditional.....................104
SECTION 10.3     Limitation on Subsidiary Guarantors' Liability.........................105
SECTION 10.4     Releases of Subsidiary Guarantees.  ...................................105
SECTION 10.5     Release of International Guarantee.....................................105
SECTION 10.6     Application of Certain Terms and Provisions to Subsidiary
                 Guarantors.............................................................106
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                                           ARTICLE XI

                                         MISCELLANEOUS

SECTION 11.1     Trust Indenture Act Controls...........................................107
SECTION 11.2     Notices................................................................107
SECTION 11.3     Communication by Holders with other Holders............................108
SECTION 11.4     Certificate and Opinion as to Conditions Precedent.....................108
SECTION 11.5     Statements Required in Certificate or Opinion..........................108
SECTION 11.6     When Securities Disregarded............................................109
SECTION 11.7     Rules by Trustee, Paying Agent and Registrar...........................109
SECTION 11.8     Legal Holidays.........................................................109
SECTION 11.9     GOVERNING LAW..........................................................109
SECTION 11.10    No Recourse Against Others.............................................109
SECTION 11.11    Successors.............................................................110
SECTION 11.12    Multiple Originals.....................................................110
SECTION 11.13    Variable Provisions....................................................110
SECTION 11.14    Qualification of Indenture.............................................110
SECTION 11.15    Table of Contents; Headings............................................110
SECTION 11.16    Separability...........................................................110
SECTION 11.17    Benefits of Indenture..................................................110

EXHIBIT A        Form of the Initial Securities
EXHIBIT B        Form of the Exchange Securities
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                                       -v-


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                       INDENTURE, dated as of May 31, 2001, among Navistar
International Corporation, a Delaware corporation (the "COMPANY"), International
Truck and Engine Corporation, a Delaware corporation (the "GUARANTOR") and BNY
Midwest Trust Company, an Illinois banking corporation, as trustee (the
"TRUSTEE").

                       Each party agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of (i) the
Company's 9 3/8% Senior Notes due 2006 (the "INITIAL SECURITIES"), (ii) if and
when issued, $100,000,000 aggregate principal amount of additional 9 3/8% Senior
Notes due 2006 that may be offered from time to time subsequent to the Issue
Date (the "Additional Securities"), (iii) if and when issued in exchange for
Initial Securities as provided in a Registration Rights Agreement (as
hereinafter defined), the Company's 9 3/8% Senior Notes due 2006 (the "EXCHANGE
SECURITIES") and (iv) if and when issued as provided in a Registration Rights
Agreement, the Company's 9 3/8% Senior Notes due 2006 (the "PRIVATE EXCHANGE
SECURITIES;" together with Initial Securities, Additional Securities, and
Exchange Securities, the "SECURITIES").

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

        SECTION 1.1. DEFINITIONS.

        "ACQUIRED INDEBTEDNESS" of any specified Person means Indebtedness of
any other Person and its Restricted Subsidiaries existing at the time such other
Person merged with or into or became a Restricted Subsidiary of such specified
Person or assumed by the specified Person in connection with the acquisition of
assets from such other Person and not incurred by the specified Person in
connection with or in anticipation of (a) such other Person and its Restricted
Subsidiaries being merged with or into or becoming a Restricted Subsidiary of
such specified Person or (b) such acquisition by the specified Person.

        "ADDITIONAL SECURITIES" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

        "AFFILIATE" means, when used with reference to any person, any other
Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct or cause the direction of management or policies of the referent
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

         "AGENT" means any Registrar, Paying Agent, authenticating agent or
co-Registrar.


                                       -1-
<PAGE>


         "ASSET DISPOSITION" means any sale, transfer or other disposition
(including, without limitation, by merger, consolidation or sale-and-leaseback
transaction) of:

               (1)      shares of Capital Stock of a Restricted Subsidiary of
         the Company (other than directors' qualifying shares) or

               (2)      property or assets of the Company or any of its
         Restricted Subsidiaries.

         Notwithstanding the foregoing, an Asset Disposition shall not include:

               (1)      any sale, transfer or other disposition of shares of
         Capital Stock, property or assets by a Restricted Subsidiary of the
         Company to the Company or to any Restricted Subsidiary of the Company;

               (2)      any sale, transfer or other disposition of defaulted
        receivables for collection or any sale, transfer or other disposition of
        property or assets in the ordinary course of business;

               (3)      any isolated sale, transfer or other disposition that
         does not (together with all related sales, transfers or dispositions)
         involve aggregate consideration in excess of $5.0 million;

               (4)      the grant in the ordinary course of business of any
         license of patents, trademarks, registrations therefor and other
         similar intellectual property;

               (5)      the granting of any Lien (or foreclosure thereon)
         securing Indebtedness to the extent that such Lien is granted in
         compliance with SECTION 3.9 herein;

               (6)      any sale, transfer or other disposition constituting a
        Permitted Investment or Restricted Payment permitted by SECTION 3.12
        herein;

               (7)      any disposition of assets or property in the ordinary
         course of business to the extent such property or assets are obsolete,
         worn-out or no longer useful in the Company's or any of its
         Subsidiaries' business;

               (8)      the sale, lease, conveyance or disposition or other
         transfer of all or substantially all of the assets of the Company as
         permitted by SECTION 4.1 herein;

               (9)      sales of accounts receivable, equipment and related
         assets (including contract rights) of the type specified in the
         definition of "Qualified Securitization Transaction"


                                       -2-
<PAGE>

        to a Securitization Subsidiary for the fair market value  thereof,
        including cash in an amount at least equal to 90% of the fair market
        value thereof as determined in accordance with GAAP; and

               (10)     transfers of accounts receivable, equipment and related
        assets (including contract rights) of the type specified in the
        definition of "Qualified Securitization Transaction" (or a fractional
        undivided interest therein) by a Securitization Subsidiary in a
        Qualified Securitization Transaction.

        "ASSET SALE OFFER TRIGGER DATE" has the meaning set forth in SECTION
3.13.

        An "ASSOCIATE" of, or a Person "ASSOCIATED" with, any Person, means:

               (1)      any trust or other estate in which such Person has a
        substantial beneficial interest or as to which such Person serves as
        trustee or in a similar fiduciary capacity; and

               (2)      any relative or spouse of such Person, or any relative
        of such spouse, who has the same home as such Person.

        "ATTRIBUTABLE INDEBTEDNESS" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Securities compounded annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

       "AUTHENTICATING AGENT" means any authenticating agent appointed by the
Trustee pursuant to SECTION 7.14 herein.

       "AVERAGE LIFE" means, as of the date of determination, with respect to
any Indebtedness for borrowed money or Preferred Stock, the quotient obtained by
dividing

               (1)      the sum of the products of the number of years from the
        date of determination to the dates of each successive scheduled
        principal or liquidation value payments of such Indebtedness or
        Preferred Stock, respectively, and the amount of such principal or
        liquidation value payments, by

                (2)     the sum of all such principal or liquidation value
        payments.

        "BENEFICIAL OWNER" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person"


                                       -3-
<PAGE>

(as that term is used in Section 13 (d) (3) of the Exchange Act), such
"person" shall be deemed to have beneficial ownership of all securities that
such "person" has the right to acquire by conversion or exercise of other
securities, whether such right is currently exercisable or is exercisable
only upon occurrence of a subsequent condition (other than a condition that
the Holders waive one or more provisions of this Indenture).

        "BOARD OF DIRECTORS" means (i) with respect to a corporation, the board
of directors of the corporation, (ii) with respect to a partnership, the board
of directors of the general partner of the partnership, and (iii) with respect
to any other Person, the board or committee of such Person serving a similar
function.

        "BOARD RESOLUTION" means a copy of a resolution of the Board of
Directors of the Company or the equivalent body of any Subsidiary Guarantor, as
applicable, certified by the Secretary or an Assistant Secretary of the Company,
or the equivalent officer of any Subsidiary Guarantor, as applicable, to have
been duly adopted by the Board of Directors of the Company or the equivalent
body of any Subsidiary Guarantor, as applicable, and to be in full force and
effect on the date of the certificate, and delivered to the Trustee.

        "BOOK-ENTRY INTEREST" means a depositary interest representing 100%
beneficial interest in a Global Note.

        "BUSINESS DAY," means a day (other than Saturday or Sunday) on which
Euroclear, Clearstream and the banks in New York are open for business.

        "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations, rights in, or other equivalents (however designated
and whether voting or non-voting) of, such Person's capital stock, including
each class of Common or Preferred Stock of such Person, whether outstanding on
the Issue Date or issued after the Issue Date, and any and all rights, warrants
or options exchangeable for or convertible into such capital stock.

        "CAPITALIZED LEASE OBLIGATION" means obligations under a lease that are
required to be classified and accounted for as capital lease obligations under
GAAP and, for purposes of this Indenture, the amount of such obligations at any
date shall be the capitalized amount of such obligations at such date,
determined in accordance with GAAP. The Stated Maturity of such obligation shall
be the date of the last payment of rent or any other amount due under such lease
prior to the first date upon which such lease may be terminated by the lessee
without penalty.

        "CHANGE OF CONTROL" means the occurrence of one or more of the following
events:

               (1)      any "person" or "group" (as such terms are used in
        Section 13(d) and 14(d) of the Exchange Act), other than employee or
        retiree benefit plans or trusts


                                       -4-
<PAGE>

        sponsored or established by the Company or the Guarantor, is or
        becomes the "beneficial owner" (as defined in Rule 13d-3 under the
        Exchange Act), directly or indirectly, of securities of the Company
        representing 35% or more of the combined voting power of the
        Company's then outstanding Voting Stock;

               (2)      the following individuals cease for any reason to
        constitute more than two-thirds of the number of directors then serving
        on the Board of Directors of the Company: individuals who, on the Issue
        Date, constitute the Board of Directors and any new director (other than
        a director whose initial assumption of the office is in connection with
        an actual or threatened election contest, including but not limited to a
        consent solicitation, relating to the election of directors of the
        Company) whose appointment or election by the Board of Directors or
        nomination for election by the Company's stockholders was approved (a)
        by the vote of at least a majority of the directors then still in office
        or whose appointment, election or nomination was previously so approved
        or recommended or (b) with respect to directors whose appointment of
        election to the Board of Directors was made by the holders of the
        Company's nonconvertible junior preference stock, series B, by the
        holders of such preference stock;

               (3)      the shareholders of the Company shall approve any Plan
        of Liquidation (whether or not otherwise in compliance with the
        provisions of the Indenture);

               (4)      the Company consolidates with or merges with or into
        another Person, other than a merger or consolidation of the Company in
        which the holders of the Common Stock of the Company outstanding
        immediately prior to the consolidation or merger hold, directly or
        indirectly, at least a majority of the Common Stock of the surviving
        corporation immediately after such consolidation or merger; or

               (5)      the Company or any Restricted Subsidiary of the Company,
        directly or indirectly, sells, assigns, conveys, transfers, leases or
        otherwise disposes of, in one transaction or a series of related
        transactions, all or substantially all of the property or assets of the
        Company and the Restricted Subsidiaries of the Company (determined on a
        consolidated basis) to any Person (other than a Permitted Joint Venture
        in a transaction entered into in compliance with SECTION 3.12 herein);
        provided, that neither (a) the merger of a Restricted Subsidiary of the
        Company into the Company or into any Restricted Subsidiary of the
        Company nor (b) a series of transactions involving the sale of
        Receivables or interests therein in the ordinary course of business by a
        Securitization Subsidiary in connection with a Qualified Securitization
        Transaction, shall be deemed to be a Change of Control.

        For purposes of the foregoing, the transfer (by lease, assignment, sale
or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one


                                       -5-
<PAGE>

or more Restricted Subsidiaries of the Company, the Capital Stock of which
constitutes all or substantially all of the properties and assets of the
Company, shall be deemed to be the transfer of all or substantially all of
the properties and assets of the Company.

        "CLEARSTREAM" means Clearstream Banking, societe anonyme, and any
successor thereto.

        "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this Indenture such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

        "COMMON STOCK" of any Person means any and all shares, interests or
other participations in, and other equivalents (however designated and whether
voting or non-voting) of such Person's common stock, whether outstanding on the
Issue Date or issued after the Issue Date, and includes, without limitation, all
series and classes of such common stock.

        "COMPANY" means Navistar International Corporation, a Delaware
corporation, or a successor corporation.

        "COMPANY ORDER" and "COMPANY REQUEST" mean, respectively, a written
order or request signed in the name of the Company by two Officers, one of whom
must be the Chairman of the Board, the President, the Chief Financial Officer,
any Executive Vice President, Senior Vice President or Vice President, the
Treasurer, any Assistant Treasurer or the Controller of the Company.

        "COMPARABLE TREASURY ISSUE" means the fixed rate United States Treasury
security selected by an Independent Investment Banker as having a maturity most
comparable to the remaining term of the Securities (and which is not callable
prior to maturity) to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practices, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Securities to be redeemed.

        "COMPARABLE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time on the third business day preceding such redemption date.

        "COMPARABLE TREASURY PRICE" means with respect to any redemption date
for the Securities:


                                       -6-
<PAGE>


        (1)    the average of four Comparable Treasury Dealer Quotations for
        such redemption date, after excluding the highest and lowest of such
        Comparable Treasury Dealer Quotations, or

        (2)    if the Trustee obtains fewer than four such Comparable Treasury
        Dealer Quotations, the average of all such quotations.

        "CONSOLIDATED CASH FLOW AVAILABLE FOR FIXED CHARGES" of any Person means
for any period the Consolidated Net Income of such Person for such period plus
(to the extent Consolidated Net Income for such period has been reduced
thereby):

               (1)      Consolidated Interest Expense of such Person for such
        period; plus

               (2)      Consolidated Tax Expense of such Person for such period;
        plus

               (3)      the consolidated depreciation and amortization expense
        included in the income statement of such Person prepared in accordance
        with GAAP for such period; plus

               (4)      any other non-cash charges to the extent deducted from
        or reflected in Consolidated Net Income except for any non-cash charges
        that represent accruals of, or reserves for, cash disbursements to be
        made in any future accounting period; minus

               (5)      any non-cash items increasing Consolidated Net Income
        for such period; minus

               (6)      all cash payments during such period relating to
        non-cash charges that were added back in determining Consolidated Cash
        Flow Available For Fixed Charges in any prior period.

        "CONSOLIDATED CASH FLOW RATIO" of any Person means, for any period, the
ratio of

               (1)      Consolidated Cash Flow Available for Fixed Charges of
        such Person for such period to

               (2)      Consolidated Fixed Charges for such period; provided,
        however, that all incurrences and repayments of Indebtedness (including
        the incurrence giving rise to such calculation and any repayments in
        connection therewith) and all dispositions (including discontinued
        operations) or acquisition of assets (other than in the ordinary course
        of business) made during or after such period and on or prior to the
        date of determination shall be given pro forma effect as if they
        occurred on the first day of such four-quarter period.


                                       -7-
<PAGE>


        Calculations of pro forma amounts in accordance with this definition
shall be done in accordance with Article 11 of Regulation S-X under the
Securities Act or any successor provision.

        "CONSOLIDATED FIXED CHARGES" means, with respect to any Person for any
period, the sum of, without duplication, the amounts for such period, taken as a
single accounting period, of:

               (1)      Consolidated Interest Expense; and

               (2)      the product of (a) the amount of all dividend
        requirements (whether or not declared) on Preferred Stock of such
        Person, whether in cash or otherwise (except dividends payable in shares
        of Qualified Capital Stock) paid, accrued or scheduled to be paid or
        accrued during such period times (b) a fraction, the numerator of which
        is one and the denominator of which is one minus the then current
        effective consolidated Federal, state, local and foreign tax rate
        (expressed as a decimal number between 1 and 0) of such Person (as
        reflected in the audited consolidated financial statements of such
        Person for the most recently completed fiscal year).

        In calculating "Consolidated Fixed Charges" for purposes of determining
the denominator (but not the numerator) of this "Consolidated Fixed Charge
Coverage Ratio,"

               (1)      interest on Indebtedness determined on a fluctuating
        basis as of the date of determination and which will continue to be so
        determined thereafter shall be deemed to have accrued at a fixed rate
        per annum equal to the rate of interest on such Indebtedness in effect
        on the date of determination;

               (2)      if interest on any Indebtedness actually incurred on the
        date of determination may be optionally determined at an interest rate
        based upon a factor of a prime or similar rate, a eurocurrency interbank
        offered rate or other rates, then the interest rate in effect on the
        date of determination will be deemed to have been in effect during the
        relevant four-quarter period reference; and

               (3)      notwithstanding the foregoing, interest on Indebtedness
        determined on a fluctuating basis, to the extent such interest is
        covered by agreements relating to interest swap agreements, shall be
        deemed to accrue at the rate per annum resulting after giving effect to
        the operation of such agreements.

        "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for
any period, the aggregate of the interest expense (without deduction of interest
income) of such Person and its Consolidated Subsidiaries for such period, on a
consolidated basis, as determined in accordance with GAAP, including:


                                            -8-
<PAGE>


               (1)      all amortization of original issue discount;

               (2)      the interest component of Capitalized Lease Obligations
        paid, accrued and/or scheduled to be paid or accrued by such Person
        during such period;

               (3)      net cash costs under all Interest Rate Protection
        Agreements (including amortization of fees);

               (4)      all capitalized interest; and

               (5)      the interest portion of any deferred payment obligations
        for such period.

        "CONSOLIDATED NET INCOME" means, with respect to any Person for any
period, the consolidated net income (or deficit) of such Person and its
Consolidated Subsidiaries for such period, on a consolidated basis, as
determined in accordance with GAAP; provided, that the net income of any other
Person (other than a Restricted Subsidiary) shall be included only to the extent
of the amount that has been actually received by the referent Person or a
Restricted Subsidiary of the referent Person in the form of cash dividends or
other cash distributions (other than payments in respect of debt obligations),
and provided, further, that there shall be excluded:

               (1)      the net income of any Person acquired in a "pooling of
        interests" transaction accrued prior to the date it became a Restricted
        Subsidiary of the referent Person or is merged into or consolidated with
        the referent Person or any Restricted Subsidiary of the referent Person;

               (2)      any restoration to income of any contingency reserve,
        except to the extent that provision for such reserve was made out of
        Consolidated Net Income accrued at any time following the Issue Date;

               (3)      any gain or loss, together with any related provisions
        for taxes, realized upon the sale or other disposition (including,
        without limitation, dispositions pursuant to sale- leaseback
        transactions) of any property or assets which are not sold or otherwise
        disposed of in the ordinary course of business (provided that sales of
        Receivables or interests therein pursuant to Qualified Securitization
        Transactions shall be deemed to be in the ordinary course of business)
        and upon the sale or other disposition of any Capital Stock of any
        Subsidiary of the referent Person;

               (4)      any extraordinary gain or extraordinary loss together
        with any related provision for taxes and any one time gains or losses
        (including, without limitation, those


                                       -9-
<PAGE>

        related to the adoption of new accounting standards) realized by the
        referent Person or any of its Restricted Subsidiaries during the
        period for which such determination is made;

               (5)      income or loss attributable to discontinued operations
        (including, without limitation, operations disposed of during such
        period whether or not such operations were classified as discontinued);

               (6)      in the case of a successor to the referent Person by
        consolidation or merger or as a transferee of the referent Person's
        assets, any earnings of the successor corporation prior to such
        consolidation, merger or transfer of assets; and

               (7)      the net income of any Restricted Subsidiary of such
        Person which is subject to restrictions which prevent or limit the
        payment of dividends or the making of distributions to such Person to
        the extent of such restrictions (regardless of any waiver thereof).

        "CONSOLIDATED STOCKHOLDERS' EQUITY" as of any date means with respect to
any Person the amount, determined in accordance with GAAP, by which the assets
of such Person and of its Restricted Subsidiaries on a consolidated basis exceed
the sum of (1) the total liabilities of such Person and of its Restricted
Subsidiaries on a consolidated basis, plus (2) any redeemable Preferred Stock of
such Person.

        "CONSOLIDATED SUBSIDIARY" of any Person means a Restricted Subsidiary
which for financial reporting purposes is or, in accordance with GAAP, should
be, accounted for by such Person as a consolidated Subsidiary.

        "CONSOLIDATED TAX EXPENSE" means, with respect to any Person for any
period, the aggregate of the U.S. Federal, state and local tax expense
attributable to taxes based on income and foreign income tax expenses of such
Person and its Consolidated Subsidiaries for such period (net of any income tax
benefit), determined in accordance with GAAP other than taxes (either positive
or negative) attributable to extraordinary or unusual gains or losses or taxes
attributable to sales or dispositions of assets.

        "CORPORATE TRUST OFFICE" means the office of the Trustee in which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at 2 North LaSalle Street, Suite
1020, Chicago, Illinois, 60602, Attention: Corporate Trust Administration.

        "CURRENCY AGREEMENT" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any of its Restricted Subsidiaries against fluctuations in currency
values to or under which the Company or any of its


                                      -10-
<PAGE>

Restricted Subsidiaries is a party or a beneficiary on the date of the
Indenture or becomes a party or a beneficiary thereafter.

        "DEFAULT" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

        "DEPOSITARY INTEREST" means a certificate or depositary interest
representing 100% beneficial interest in a Global Security.

        "DISQUALIFIED CAPITAL STOCK" means any Capital Stock that, other than
solely at the option of the issuer thereof, by its terms (or by the terms of any
security into which it is convertible or exchangeable) is, or upon the happening
of an event or the passage of time would be, required to be redeemed or
repurchased, in whole or in part, prior to the first anniversary of the Maturity
Date or has, or upon the happening of an event or the passage of time would
have, a redemption or similar payment due on or prior to the first anniversary
of the Maturity Date, or is convertible into or exchangeable for debt securities
at the option of the holder thereof at any time prior to the first anniversary
of the Maturity Date.

        "DTC" means the Depository Trust Company, its nominees and their
respective successors and assigns, or such other depositary institution
hereinafter appointed by the Company.

        "EUROCLEAR" means Morgan Guaranty Trust Company of New York (Brussels
office), as operator of the Euroclear system, and any successor thereto.

        "EVENT OF DEFAULT" has the meaning set forth in Section 6.1 herein.

        "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

        "EXCHANGE OFFER" shall have the meaning set forth in the Registration
Rights Agreement.

        "EXCHANGE SECURITIES" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

        "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, which are in effect as of the Issue Date.

        "GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States, for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person


                                      -11-
<PAGE>

controlled or supervised by and acting as an agency or instrumentality of the
United States, the payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States, which are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depositary receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest
on or principal of any such Government Obligation held by such custodian for
the account of the holder of a depositary receipt, provided that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the Government Obligation evidenced
by such depositary receipt.

        "GUARANTEE" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person:

               (1)      to purchase or pay (or advance or supply funds for the
        purchase or payment of) such Indebtedness of such other Person (whether
        arising by virtue of partnership arrangements, or by agreement to
        keepwell, to purchase assets, goods, securities or services, to
        take-or-pay, or to maintain financial statement conditions or otherwise)
        or

               (2)      entered into for purposes of assuring in any other
        manner the obligee of such Indebtedness of the payment thereof or to
        protect such obligee against loss in respect thereof (in whole or in
        part), provided that the term "guarantee" shall not include endorsements
        for collection or deposit in the ordinary course of business. The term
        "guarantee" used as a verb has a corresponding meaning.

        "GUARANTOR" means International Truck and Engine Corporation, a Delaware
corporation, or a successor corporation.

        "HOLDER" or "SECURITYHOLDER" means the Person in whose name a Security
is registered in the Security Register.

        "INCUR" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, guarantee or otherwise become liable in respect of such Indebtedness or
other obligation or the recording, as required pursuant to GAAP or otherwise, of
any such Indebtedness or other obligation on the balance sheet of such Person
(and "incurrence," "incurred," "incurable" and "incurring" shall have meanings
correlative to the foregoing), provided that the accrual of interest (whether
such interest is payable in cash or in kind) and the accretion of original issue
discount shall not be deemed an incurrence of Indebtedness, provided, further,
that:


                                      -12-
<PAGE>


               (1)      any Indebtedness or Capital Stock of a Person existing
        at the time such Person becomes (after the Issue Date) a Restricted
        Subsidiary (whether by merger, consolidation, acquisition or otherwise)
        of the Company shall be deemed to be incurred or issued, as the case may
        be, by such Restricted Subsidiary at the time it becomes a Restricted
        Subsidiary of the Company; and

               (2)      any amendment, modification or waiver of any document
        pursuant to which Indebtedness was previously incurred shall not be
        deemed to be an incurrence of Indebtedness unless and then only to the
        extent such amendment, modification or waiver increases the principal
        or premium thereof or interest rate thereon (including by way of
        original issue discount).

        "INDEBTEDNESS" means, with respect to any Person, at any date, any of
the following, without duplication:

               (1)      any liability, contingent or otherwise, of such Person
        (a) for borrowed money (whether or not the recourse of the lender is to
        the whole of the assets of such Person or only to a portion thereof),
        (b) evidenced by a note, bond, debenture or similar instrument or
        letters of credit (including a purchase money obligation) or (c) for the
        payment of money relating to a Capitalized Lease Obligation or other
        obligation (whether issued or assumed) relating to the deferred purchase
        price of property, but excluding trade accounts payable of such Person
        arising in the ordinary course of business;

               (2)      all conditional sale obligations and all obligations
        under any title retention agreement (even if the rights and remedies of
        the seller under such agreement in the event of default are limited to
        repossession or sale of such property), but excluding trade accounts
        payable of such Person arising in the ordinary course of business;

               (3)      all obligations for the reimbursement of any obligor on
        any letter of credit, banker's acceptance or similar credit transaction
        entered into in the ordinary course of business;

               (4)      all Indebtedness of others secured by (or for which the
        holder of such Indebtedness has an existing right, contingent or
        otherwise, to be secured by) any Lien (other than in connection with
        property subject to a Qualified Securitization Transaction) on any asset
        or property (including, without limitation, leasehold interests and any
        other tangible or intangible property) of such Person, whether or not
        such Indebtedness is assumed by such Person or is not otherwise such
        Person's legal liability; provided, that if the obligations so secured
        have not been assumed by such Person or are otherwise not such Person's
        legal liability, the amount of such Indebtedness for the purposes of
        this definition

                                      -13-
<PAGE>


        shall be limited to the lesser of the amount of such Indebtedness
        secured by such Lien or the fair market value of the assets or
        property securing such Lien;

               (5)      all Indebtedness of others (including all dividends of
        other Persons the payment of which is) guaranteed, directly or
        indirectly, by such Person or that is otherwise its legal liability or
        which such Person has agreed to purchase or repurchase or in respect of
        which such Person has agreed continently to supply or advance funds;

               (6)      all Disqualified Capital Stock issued by such Person
        with the amount of Indebtedness represented by such Disqualified Capital
        Stock being equal to the greater of its voluntary or involuntary
        liquidation preference and its maximum fixed repurchase price, but
        excluding accrued dividends if any;

               (7)      all obligations under Currency Agreements and Interest
        Rate Protection Agreements; and

               (8)      all Attributable Indebtedness in respect of
        Sale/Leaseback Transactions entered into by such person.

        For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to the Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value shall he determined reasonably and in good
faith by the Board of Directors of the issuer of such Disqualified Capital
Stock.

        The amount of Indebtedness of any Person at any date shall be the
outstanding balance without duplication at such date of all unconditional
obligations as described above and the maximum liability, upon the occurrence of
the contingency giving rise to the obligation, of any contingent obligations at
such date, provided that the amount outstanding at any time of any Indebtedness
issued with original issue discount is the full amount of such Indebtedness less
the remaining unamortized portion of the original issue discount of such
Indebtedness at such time as determined in accordance with GAAP.

        "INDENTURE" means this Indenture as originally executed or as amended or
supplemented from time to time and shall include the forms and terms of the
Securities established as contemplated hereunder.

        "INDEPENDENT INVESTMENT BANKER" means J.P. Morgan Securities Inc. or
Credit Suisse First Boston Corporation (and their successors), or, if such firm
is unwilling or unable to select the


                                      -14-
<PAGE>

applicable Comparable Treasury Issue, an independent investment banking
institution selected by the Company.

        "INDIRECT PARTICIPANT" means a person who holds an interest through a
Participant.

        "INITIAL GLOBAL SECURITIES" means the Regulation S Global Security and
the Rule 144A Global Security, each of which contains a Securities Act Legend.

        "INITIAL SECURITIES" means the Company's 9 3/8% Senior Notes due 2006
issued on the Issue Date.

        "INTEREST RATE PROTECTION AGREEMENT" means any interest rate protection
agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedge agreement or other similar agreement or
arrangement designed to protect a Person or any Restricted Subsidiary against
fluctuations in interest rates to or under which such Person or any Restricted
Subsidiary of such Person is a party or a beneficiary on the Issue Date or
becomes a party or a beneficiary thereafter.

        "INTERNATIONAL GUARANTEE" means the guarantee of the Securities by
Guarantor pursuant to Article X herein.

        "INVESTMENT" by any Person means any direct or indirect:

               (1)      loan, advance or other extension of credit (other than a
        guarantee) or capital contribution (by means of transfers of cash or
        other property (valued at the fair market value thereof as of the date
        of transfer) to others or payments for property or services for the
        account or use of others, or otherwise other than in the ordinary course
        of business);

               (2)      purchase or acquisition of Capital Stock, bonds, notes,
        debentures or other securities or evidences of Indebtedness issued by
        any other Person (whether by merger, consolidation, amalgamation or
        otherwise and whether or not purchased directly from the issuer of such
        securities or evidences of Indebtedness);

               (3)      assumption of the Indebtedness of any other Person; and

               (4)      all other items that would be classified as investments
        (including, without limitation, purchases of assets outside the ordinary
        course of business) on a balance sheet of such Person prepared in
        accordance with GAAP.


                                      -15-
<PAGE>


        Investments shall exclude (a) transactions between the NFC and the
Guarantor pursuant to the Master Intercompany Agreement and (b) extensions of
loans, trade credit and advances to customers and suppliers to the extent made
in the ordinary course of business.

        For purposes of the definition of "Unrestricted Subsidiary" and SECTION
3.12 herein only.

               (1)      "INVESTMENT" shall include the portion (proportionate to
        the Company's equity interest in such Subsidiary) of the fair market
        value of the net assets of any Subsidiary of the Company at the time
        that such Subsidiary is designated an Unrestricted Subsidiary; provided,
        that if such designation is made in connection with the acquisition of
        such Subsidiary or the assets owned by such Subsidiary, the "Investment"
        in such Subsidiary shall be deemed to be the consideration paid in
        connection with such acquisition; provided, further, that upon a
        redesignation of such Subsidiary as a Restricted Subsidiary, the Company
        shall be deemed to continue to have a permanent "Investment" in an
        Unrestricted Subsidiary in an amount (if positive) equal to (a) the
        Company's "Investment" in such Subsidiary at the time of such
        redesignation less (b) the portion (proportionate to the Company's
        equity interest in such Subsidiary) of the fair market value of the net
        assets of such Subsidiary at the time of such redesignation and

               (2)      any property transferred to or from an Unrestricted
        Subsidiary shall be valued at its fair market value at the time of such
        transfer, in each case as determined in good faith by the Board of
        Directors.

        "INVESTMENT GRADE" means:

               (1)      with respect to S&P, any of the rating categories from
        and including AAA to and including BBB-; and

               (2)      with respect to Moody's, any of the rating categories
        from and including Aaa to and including Baa3.

        "ISSUE DATE" means the date on which the Securities are originally
issued under the Indenture.

        "LIEN" means, with respect to any Person, any mortgage, pledge, lien,
encumbrance, easement, restriction, covenant, right-of-way, charge or adverse
claim affecting tide or resulting in an encumbrance against real or personal
property of such Person, or a security interest of any kind, including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option, right of first refusal or other similar agreement to sell,
in each case securing obligations of such Person and any filing of or agreement
to give any financing statement under the Uniform


                                      -16-
<PAGE>



Commercial Code (or equivalent statute or statutes) of any jurisdiction but
excluding any such filing or agreement which reflects ownership by a third
party of

               (1)      property leased to the referent Person or any of its
        Restricted Subsidiaries under a lease that is not in the nature of a
        conditional sale or title retention agreement or

               (2)      accounts, general intangibles or chattel paper sold to
        the referent Person.

        "MASTER INTERCOMPANY AGREEMENT" means the Master Intercompany
Agreement, dated as of April 26, 1993, and as amended on September 30, 1996,
between Navistar Financial Corporation and International Truck and Engine
Corporation (formerly known as NavistarInternational Transportation Corp.),
as it may be amended, modified, supplemented or restated from time to time in
accordance with the terms of the Indenture.

        "MATERIAL SUBSIDIARY" means, at any date of determination, any
Subsidiary of the Company that, together with its Subsidiaries,

               (1)      for the most recent fiscal year of the Company accounted
        for more than 5% of the consolidated revenues of the Company or

               (2)      as of the end of such fiscal year, was the owner of more
        than 5% of the consolidated assets of the Company, all as set forth on
        the most recently available consolidated financial statements of the
        Company and its Consolidated Subsidiaries for such fiscal year prepared
        in conformity with GAAP.

        "MATURITY DATE" means June 1, 2006.

        "MOODY'S" means Moody's Investors Service, and its successors.

        "NET AVAILABLE PROCEEDS" from any Asset Disposition by any Person means
cash or readily marketable cash equivalents received (including by way of sale
or discounting of a note, installment receivable or other receivable, but
excluding any other consideration received in the form of assumption by the
acquirer of Indebtedness or other obligations relating to such properties or
assets or received in any other non-cash form) therefrom by such Person,
including any cash received by way of deferred payment or upon the monetization
or other disposition of any non-cash consideration (including notes or other
securities) received in connection with such Asset Disposition, net of:


                                      -17-
<PAGE>


               (1)      all legal, title and recording tax expenses, commissions
        and other fees and expenses incurred (including, without limitation,
        fees and expenses of accountants, brokers, printers and other similar
        entities) and all federal, state, foreign and local taxes required to be
        accrued as a liability as a consequence of such Asset Disposition;

               (2)      all payments made by such Person or its Restricted
        Subsidiaries on any Indebtedness which is secured by such assets in
        accordance with the terms of any Lien upon or with respect to such
        assets or which must by the terms of such Lien, or in order to obtain a
        necessary consent to such Asset Disposition or by applicable law, be
        repaid out of the proceeds from such Asset Disposition;

               (3)      all payments made with respect to liabilities associated
        with the assets which are the subject of the Asset Disposition,
        including, without limitation, trade payables and other accrued
        liabilities;

               (4)      appropriate amounts to be provided by such Person or any
        Restricted Subsidiary thereof, as the case may be, as a reserve in
        accordance with GAAP against any liabilities associated with such assets
        and retained by such Person or any Restricted Subsidiary thereof, as the
        case may be, after such Asset Disposition, including, without
        limitation, liabilities under any indemnification obligations and
        severance and other employee termination costs associated with such
        Asset Disposition, until such time as such amounts are no longer
        reserved or such reserve is no longer necessary (at which time any
        remaining amounts will become Net Available Proceeds to be allocated in
        accordance with the provisions of CLAUSE (3) of SECTION 3.13 herein; and

               (5)      all distributions and other payments made to minority
        interest holders, if any, in Restricted Subsidiaries of such Person or
        joint ventures as a result of such Asset Disposition.

        "NFC" means Navistar Financial Corporation, a Delaware corporation, or a
successor corporation.

        "1998 NOTES" means collectively, the 2003 Senior Notes and the 2008
Senior Subordinated Notes.

        "1998 NOTES ISSUE DATE" means February 4, 1998, the date on which the
2003 Senior Notes and the 2008 Senior Subordinated Notes were originally issued
under the indentures dated as of February 4, 1998, among the Company, as issuer
and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank),
as trustee.

        "NON-U.S. PERSON" means a person who is not a U.S. person, as defined in
Regulation S.


                                      -18-
<PAGE>


        "OBLIGATIONS" means any principal, premiums, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any indebtedness.

        "OFFER TO PURCHASE" means a written offer (the "OFFER") sent by the
Company by first class mail, postage prepaid, to each Holder at its address
appearing in the register for the Securities on the date of the Offer,
offering to purchase up to the principal amount of the Securities in such
Offer at the purchase price specified in such Offer (as determined pursuant
to the Indenture). Unless otherwise required by applicable law, the Offer
shall specify an expiration date (the "EXPIRATION DATE") of the Offer to
Purchase which shall be not less than 30 days nor more than 60 days after the
date of such Offer and a settlement date (the "Purchase Date") for purchase
of such Securities within five Business Days after the Expiration Date. The
Company shall notify the Trustee at least 15 Business Days (or such shorter
period as is acceptable to such Trustee) prior to the mailing of the Offer of
the Company's obligation to make an Offer to Purchase, and the Offer shall be
mailed by the Company or, at the Company's request, by the Trustee in the
name and at the expense of the Company. The Offer shall contain all the
information required by applicable law to be included therein. The Offer
shall contain all instructions and materials necessary to enable such Holders
to tender such Securities pursuant to the Offer to Purchase. The Offer shall
also state:

               (1)      the section of the Indenture pursuant to which the Offer
        to Purchase is being made;

               (2)      the Expiration Date and the Purchase Date;

               (3)      the aggregate principal amount of the outstanding
        Securities offered to be purchased by the Company pursuant to the Offer
        to Purchase (including, if less than 100%, the manner by which such
        amount has been determined pursuant to the section of the Indenture
        requiring the Offer to Purchase) (the "PURCHASE AMOUNT");

               (4)      the purchase price to be paid by the Company for each
        $1,000 aggregate principal amount of Securities accepted for payment (as
        specified pursuant to the Indenture) (the "PURCHASE PRICE");

               (5)      that the Holder may tender all or any portion of the
        Securities registered in the name of such Holder and that any portion of
        a Security tendered must be tendered in an integral multiple of $1,000
        principal amount;

               (6)      the place or places where Securities are to be
        surrendered for tender pursuant to the Offer to Purchase;


                                      -19-
<PAGE>


               (7)      that interest on any Security not tendered or tendered
        but not purchased by the Company pursuant to the Offer to Purchase will
        continue to accrue;

               (8)      that on the Purchase Date the Purchase Price will become
        due and payable upon each Security being accepted for payment pursuant
        to the Offer to Purchase and that interest thereon shall cease to accrue
        on and after the Purchase Date;

               (9)      that each Holder electing to tender all or any portion
        of a Security pursuant to the Offer to Purchase will be required to
        surrender such Security at the place or places specified in the Offer
        prior to the close of business on the Expiration Date (such Security
        being, if the Company or the Trustee so requires, duly endorsed by, or
        accompanied by a written instrument of transfer in form satisfactory to
        the Company and the Trustee duly executed by the Holder thereof or his
        attorney duly authorized in writing);

               (10)     that Holders will be entitled to withdraw all or any
        portion of Securities tendered if the Company (or its Paying Agent)
        receives, not later than the close of business on the fifth Business Day
        next preceding the Expiration Date, a telegram, telex, facsimile
        transmission or letter setting forth the name of the Holder, the
        principal amount of the Securities the Holder tendered, the certificate
        number of the Security the Holder tendered and a statement that such
        Holder is withdrawing all or a portion of his tender;

               (11)     that (I) if Securities in an aggregate principal amount
        less than or equal to the Purchase Amount are duly tendered and not
        withdrawn pursuant to the Offer to Purchase, the Company shall purchase
        all such Securities and (II) if Securities in an aggregate principal
        amount in excess of the Purchase Amount are tendered and not withdrawn
        pursuant to the Offer to Purchase, the Company shall purchase Securities
        having an aggregate principal amount equal to the Purchase Amount on a
        pro rata basis (with such adjustments as may be deemed appropriate so
        that only Securities in denominations of $1,000 or integral multiples
        thereof shall be purchased); and

               (12)     that in the case of any Holder whose Security is
        purchased only in part, the Company shall execute, and the Trustee shall
        authenticate and deliver to the Holder of such Security without service
        charge, a new Security or Securities of any authorized denomination as
        requested by such Holder, in all aggregate principal amount equal to and
        in exchange for the unpurchased portion of the Security or Securities so
        tendered.

        An Offer to Purchase shall be governed by and effected in accordance
with the provisions above pertaining to any Offer.


                                      -20-
<PAGE>


        "OFFICER" means the Chairman of the Board, the President, the Chief
Financial Officer, any Executive Vice President, Senior Vice President or Vice
President, the Treasurer, any Assistant Treasurer, the Controller, the Secretary
or any Assistant Secretary.

        "OFFICERS' CERTIFICATE," when used with respect to the Company, means a
certificate signed by two Officers, one of whom must be the Chairman of the
Board, the President, the Chief Financial Officer, any Executive Vice President,
Senior Vice President or Vice President, the Treasurer, any Assistant Treasurer
or the Controller of the Company.

        "OPINION OF COUNSEL" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. Such other counsel may be an employee of
or counsel to the Company.

        "OUTSTANDING," when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

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

        (2)    Securities, or portions thereof, for whose payment or redemption
               money or Government Obligations in the necessary amount has been
               theretofore deposited with the Trustee or any Paying Agent (other
               than the Company) in trust or set aside and segregated in trust
               (if the Company shall act as its own Paying Agent) for the
               Holders of such Securities; provided that, if such Securities are
               to be redeemed, notice of such redemption has been duly given
               pursuant to this Indenture or provisions therefor satisfactory to
               the Trustee have been made;

        (3)    Securities, except to the extent provided in SECTIONS 8.4 and 8.5
               herein, with respect to which the Company has effected defeasance
               and/or covenant defeasance as provided in ARTICLE VIII herein;
               and

        (4)    Securities which have been paid pursuant to SECTION 2.12 herein
               or in exchange for or in lieu of which other Securities have been
               authenticated and delivered pursuant to this Indenture, other
               than any such Securities in respect of which there shall have
               been presented to the Trustee proof satisfactory to it that such
               Securities are held by a bona fide purchaser in whose hands such
               Securities are valid obligations of the Company; PROVIDED,
               HOWEVER, that in determining whether the Holders of the requisite
               principal amount of the Outstanding Securities have given any
               request, demand, authorization, direction, notice, consent or
               waiver hereunder, or whether sufficient funds are available for
               redemption or for any other purpose and for the purpose of making
               the calculations required by Section 313 of the Trust Indenture
               Act, Securities owned by the Company or any other obligor upon
               the Securities or


                                      -21-
<PAGE>


               any Affiliate of the Company or of such other obligor shall be
               disregarded and deemed not to be Outstanding, except that, in
               determining whether the Trustee shall be protected in making
               such calculation or in relying upon any such request, demand,
               authorization, direction, notice, consent or waiver, only
               Securities which a Responsible Officer of the Trustee actually
               knows to be so owned shall be so disregarded. 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 pledgee's right so to act with respect to such
               Securities and that the pledgee is not the Company or any
               other obligor upon the Securities or any Affiliate of the
               Company or of such other obligor.

        "PARTICIPANT" means, with respect to DTC, a Person who has an account
with DTC.

        "PAYING AGENT" has the meaning provided in SECTION 2.3 herein, except
that, for the purposes of Article Eight, the Paying Agent shall not be the
Company or a Subsidiary of the Company or an Affiliate of any of them.

        "PERMITTED INVESTMENTS" means:

               (1)      Investments in marketable, direct obligations issued or
        guaranteed by the United States of America, or any governmental entity
        or agency or political subdivision thereof (provided, that the good
        faith and credit of the United States of America is pledged in support
        thereof), maturing within one year of the date of purchase;

               (2)      Investments in commercial paper issued by corporations
        or financial institutions maturing within 180 days from the date of the
        original issue thereof, and rated "P-1" or better by Moody's or "A-1" or
        better by S&P or an equivalent rating or better by any other nationally
        recognized securities rating agency;

               (3)      Investments in certificates of deposit issued or
        acceptances accepted by or guaranteed by any bank or trust company
        organized under the laws of the United States of America or any state
        thereof or the District of Columbia, in each case having capital,
        surplus and undivided profits totaling more than $500,000,000, maturing
        within one year of the date of purchase;

               (4)      deposits, including interest-bearing deposits,
        maintained in the ordinary course of business in banks;

               (5)      any acquisition of the Capital Stock of any Person;
        provided, that after giving effect to any such acquisition such Person
        shall become a Restricted Subsidiary of the Company;


                                      -22-
<PAGE>

               (6)      trade receivables and prepaid expenses, in each case
        arising in the ordinary course of business; provided, that such
        receivables and prepaid expenses would be recorded as assets of such
        Person in accordance with GAAP;

               (7)      endorsements for collection or deposit in the ordinary
        course of business by such Person of bank drafts and similar negotiable
        instruments of such other Person received as payment for ordinary course
        of business trade receivables;

               (8)      any interest swap or hedging obligation with an
        unaffiliated Person otherwise permitted by the Indenture (including,
        without limitation, any Currency Agreement and any Interest Rate
        Protection Agreement otherwise permitted by the Indenture);

               (9)      Investments received as consideration for an Asset
        Disposition in compliance with SECTION 3.13 herein;

               (10)     Investments for which the sole consideration provided is
        Qualified Capital Stock of the Company; provided, that the issuance of
        such Qualified Capital Stock is not included in the calculation set
        forth in CLAUSE (3) of the first paragraph of SECTION 3.12 herein;

               (11)     loans and advances to employees made in the ordinary
        course of business in an aggregate amount not to exceed $10.0 million at
        any one time outstanding;

               (12)     Investments outstanding on the Issue Date;

               (13)     Investments in the Company or a Wholly Owned Subsidiary;

               (14)     Investments in securities of trade creditors, suppliers
        or customers received pursuant to any plan of reorganization or similar
        arrangement upon bankruptcy or insolvency of such trade creditor,
        supplier or customer;

               (15)     Investments in any Person after the Issue Date in an
        aggregate amount not in excess of $20.0 million at any one time
        outstanding; and

               (16)     Investments in publicly traded equity or publicly traded
        Investment Grade debt obligations issued by a corporation (other than
        the Company or an affiliate of the Company) organized under the laws of
        any State of the United States of America and subject to the reporting
        requirements of Section 13 or 15(d) of the Exchange Act in an aggregate
        amount not in excess of $50.0 million at any one time outstanding.


                                      -23-
<PAGE>


        "PERMITTED JOINT VENTURE" means any Person which is, directly or
indirectly, through its subsidiaries or otherwise, engaged principally in any
business in which the Company is engaged, or a reasonably related business, and
the Capital Stock of which is owned by the Company and one or more Persons other
than the Company or any affiliate of the Company.

        "PERMITTED LIENS" mean:

               (1)      Liens for taxes, assessments and governmental charges
        (other than any Lien imposed by the Employee Retirement Income Security
        Act of 1974, as amended) that are not yet delinquent or are being
        contested in good faith by appropriate proceedings promptly instituted
        and diligently conducted and for which adequate reserves have been
        established or other provisions have been made in accordance with
        generally accepted accounting principles;

               (2)      statutory mechanics', workmen's, materialmen's,
        operators' or similar Liens imposed by law and arising in the ordinary
        course of business for sums which are not yet due or are being contested
        in good faith by appropriate proceedings promptly instituted and
        diligently conducted and for which adequate reserves have been
        established or other provisions have been made in accordance with
        generally accepted accounting principles;

               (3)      minor imperfections of, or encumbrances on, title that
        do not impair the value of property for its intended use;

               (4)      Liens (other than any Lien under the Employee Retirement
        Income Security Act of 1974, as amended) incurred or deposits made in
        the ordinary course of business in connection with workers'
        compensation, unemployment insurance and other types of social security;

               (5)      Liens incurred or deposits made to secure the
        performance of tenders, bids, leases, statutory or regulatory
        obligations, bankers' acceptances, surety and appeal bonds, government
        contracts, performance and return of money bonds and other obligations
        of a similar nature incurred in the ordinary course of business
        (exclusive of obligations for the payment of borrowed money);

               (6)      easements, rights-of-way, municipal and zoning
        ordinances and similar charges, encumbrances, title defects or other
        irregularities that do not materially interfere with the ordinary course
        of business of the Company or of any of its Restricted Subsidiaries;

               (7)      Liens (including extensions and renewals thereof) upon
        real or tangible personal property acquired after the Issue Date;
        provided, that


                                      -24-
<PAGE>

                            (a) such Lien is created solely for the purpose of
               securing Indebtedness that is incurred in accordance with the
               Indenture to finance the cost (including the cost of improvement
               or construction) of the item of property or assets subject
               thereto and such Lien is created prior to, at the time of or
               within 180 days after the later of the acquisition, the
               completion of construction or the commencement of full operation
               of such property,

                            (b) the principal amount of the Indebtedness secured
               by such Lien does not exceed 100% of such cost and

                            (c) any such Lien shall not extend to or cover any
               property or assets of the Company or of any Restricted Subsidiary
               of the Company other than such item of property or assets and any
               improvements on such item;

               (8)      leases or subleases granted to others that do not
        materially interfere with the ordinary course of business of the Company
        or of any Restricted Subsidiary of the Company;

               (9)      any interest or title of a lessor in the property
        subject to any Capitalized Lease Obligation, provided that any
        transaction related thereto otherwise complies with the Indenture;

               (10)     Liens arising from filing Uniform Commercial Code
        financing statements regarding leases;

               (11)     Liens arising from the rendering of a final judgment or
        order against the Company or any Restricted Subsidiary of the Company
        that does not give rise to an Event of Default;

               (12)     Liens securing reimbursement obligations with respect to
        letters of credit incurred in accordance with the Indenture that
        encumber documents and other property relating to such letters of credit
        and the products and proceeds thereof;

               (13)     Liens in favor of the Trustee arising under the
        Indenture;

               (14)     any lien existing on property, shares of stock or
        Indebtedness of a Person at the time such Person becomes a Restricted
        Subsidiary of the Company or is merged with or consolidated into the
        Company or a Restricted Subsidiary of the Company or at the time of
        sale, lease or other disposition of the properties of any Person as an
        entirety or substantially as an entirety to the Company or any
        Restricted Subsidiary of the Company;


                                      -25-
<PAGE>


               (15)     Liens on property of any Subsidiary of the Company to
        secure Indebtedness for borrowed money owed to the Company or to another
        Restricted Subsidiary of the Company;

               (16)     Liens in favor of the Company;

               (17)     Liens existing on the Issue Date;

               (18)     Liens in favor of custom and revenue authorities arising
        as a matter of law to secure payment of nondelinquent customs duties in
        connection with the importation of goods;

               (19)     Liens encumbering customary initial deposits and margin
        deposits, and other Liens incurred in the ordinary course of business
        that are within the general parameters customary in the industry, in
        each case securing Indebtedness under Interest Rate Protection
        Agreement;

               (20)     Liens encumbering deposits made in the ordinary course
        of business to secure nondelinquent obligations arising from statutory,
        regulatory, contractual or warranty requirements of the Company or its
        Restricted Subsidiaries for which a reserve or other appropriate
        provision, if any, as shall be required by GAAP shall have been made;
        and

               (21)     Liens arising out of consignment or similar arrangements
        for the sale of goods entered into by the Company or any Restricted
        Subsidiary in the ordinary course of business in accordance with
        industry practice.

        "PERSON" means any individual, corporation, partnership, joint venture,
trust, estate, unincorporated organization, or government or any agency or
political subdivision thereof.

        "PLACE OF PAYMENT," when used with respect to the Securities, means the
place or places where the principal of, premium, if any, and interest, if any,
and any other payments on such Securities are payable as specified as
contemplated by SECTION 2.3 herein.

        "PLAN OF LIQUIDATION" means, with respect to any Person, a plan
(including by operation of law) that provides for, contemplates or the
effectuation of which is preceded or accompanied by (whether or not
substantially contemporaneously):

               (1)      the sale, lease, conveyance or other disposition of all
        or substantially all of the assets of the referent Person; and


                                      -26-
<PAGE>


               (2)      the distribution of all or substantially all of the
        proceeds of such sale, lease, conveyance or other disposition and all or
        substantially all of the remaining assets of the referent Person to
        holders of Capital Stock of the referent Person.

        "PREFERRED STOCK" means, as applied to the Capital Stock of any Person,
the Capital Stock of such Person (other than the Common Stock of such Person) of
any class or classes (however designated) that ranks prior, as to the payment of
dividends or as to the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding-up of such Person, to shares of Capital
Stock of any other class of such Person.

        "PRIVATE EXCHANGE SECURITIES" shall have the meaning set forth in the
Registration Rights Agreement relating to the Initial Securities.

        "QUALIFIED CAPITAL STOCK" means, with respect to any Person, any Capital
Stock of such Person that is not Disqualified Capital Stock or convertible into
or exchangeable or exercisable for Disqualified Capital Stock.

        "QUALIFIED SECURITIZATION TRANSACTION" means any transaction or series
of transactions that have been or may be entered into by any of the Restricted
Subsidiaries of the Company in connection with or reasonably related to a
transaction or series of transactions in which any of the Restricted
Subsidiaries of the Company may sell, convey or otherwise transfer to

               (1)      a Securitization Subsidiary or

               (2)      any other Person, or may grant a security interest in,
        any Receivables or interests therein secured by the merchandise or
        services financed thereby (whether such Receivables are then existing or
        arising in the future) of any of the Restricted Subsidiaries of the
        Company, and any assets related thereto including, without limitation,
        all security or ownership interests in merchandise or services financed
        thereby, the proceeds of such Receivables, and other assets which are
        customarily sold or in respect of which security interests are
        customarily granted in connection with securitization transactions
        involving such assets.

        "QIB" means any "qualified institutional buyer" (as defined in Rule 144A
under the Securities Act).

        "QUOTATION AGENT" means a Reference Treasury Dealer.

        "RATING AGENCY" means each of (1) S&P and (2) Moody's.


                                      -27-
<PAGE>


        "RECEIVABLES" means any right of payment from or on behalf of any
obligor, whether constituting an account, chattel paper, instrument, general
intangible or otherwise, arising from the financing by any Restricted Subsidiary
of the Company of merchandise or services, and monies due thereunder, security
or ownership interests in the merchandise and services financed thereby, records
related thereto, and the right to payment of any interest or finance charges and
other obligations with respect thereto, proceeds from claims on insurance
policies related thereto, any other proceeds related thereto, and any other
related rights.

        "REDEMPTION DATE," when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

        "REDEMPTION PRICE," when used with respect to any Security to be
redeemed, in whole or in part, means the price at which it is to be redeemed
pursuant to this Indenture.

        "REFERENCE TREASURY DEALER" means J.P. Morgan Securities Inc. or
Credit Suisse First Boston Corporation and their successors and three other
primary U.S. Government securities dealers in New York City (each, a "PRIMARY
TREASURY DEALER") appointed by the Company; PROVIDED, HOWEVER, that if any of
the foregoing shall cease to be a Primary Treasury Dealer, the Company will
appoint in its place another nationally recognized investment banking firm as
a Primary Treasury Dealer.

        "REGISTRATION RIGHTS AGREEMENT" means the Exchange and Registration
Rights Agreement, dated as of May 31, 2001, as amended from time to time, among
the Company, the Guarantor, J.P. Morgan Securities Inc., Credit Suisse First
Boston Corporation, Banc of America Securities LLC, Scotia Capital (USA) Inc.,
BNY Capital Markets, Inc. and RBC Dominion Securities Corporation, and with
respect to any Additional Securities, one or more substantially similar
registration rights agreements between the Company and the other parties
thereto, as such agreement(s) may be amended from time to time.

        "REMAINING SCHEDULED PAYMENTS" means, with respect to each Security to
be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related Redemption Date if such
Security were not redeemed. However, if such Redemption Date is not an interest
payment date with respect to such Security, the amount of the next succeeding
scheduled interest payment thereon will be reduced by the amount of interest
accrued thereon to such Redemption Date.

        "RESPONSIBLE OFFICER," when used with respect to the Trustee, shall mean
any officer within the corporate trust department of the Trustee, including any
vice president, any assistant vice president, any assistant treasurer, any trust
officer, or any other officer of the Trustee customarily performing functions
similar to those performed by the persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of such officer's

                                      -28-
<PAGE>


knowledge of and familiarity with a particular subject and who shall have
direct responsibility for the administration of this Indenture.

        "RESTRICTED SECURITIES LEGEND" means the Private Placement Legend set
forth in CLAUSE (A) of SECTION 2.1(c) herein.

        "RESTRICTED SUBSIDIARY" means any Subsidiary of the Company that is not
an Unrestricted Subsidiary.

        "S&P" means Standard & Poor's Ratings Services and its successors.

        "SALE/ LEASE-BACK TRANSACTION" means an arrangement relating to property
now owned or hereafter acquired whereby the Company or a Restricted Subsidiary
transfers such property to a Person and the Company or a Restricted Subsidiary
leases it from such Person.

        "SECURITIES" means the collective reference to the Initial Securities,
Additional Securities Exchange Securities and Private Exchange Securities.

        "SECURITIES ACT" means the Securities Act of 1933, as amended.

        "SECURITIZATION SUBSIDIARY" means a Subsidiary of the Company which
engages in no activities other than those reasonably related to or in connection
with the entering into of securitization transactions and which is designated by
the Board of Directors of the Company (as provided below) as a Securitization
Subsidiary:

               (1)      no portion of the Indebtedness or any other obligations
        (contingent or otherwise) of which

                            (a) is guaranteed by the Company or any Restricted
               Subsidiary of the Company,

                            (b) is recourse to or obligates the Company or any
               Restricted Subsidiary of the Company in any way 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 Qualified Securitization
               Transaction or

                            (c) subjects any property or asset of the Company or
               any Restricted Subsidiary of the Company, directly or indirectly,
               continently or otherwise, to any Lien or to the satisfaction
               thereof, other than pursuant to representations, warranties

                                      -29-
<PAGE>

               and covenants (including those related to servicing) entered
               into in the ordinary course of business in connection with a
               Qualified Securitization Transaction;

               (2)      with which neither the Company nor any Restricted
        Subsidiary of the Company

                            (a) provides any credit support or

                            (b) has any contract, agreement, arrangement or
               understanding other than on terms that are fair and reasonable
               and that are no less favorable to the Company or such Restricted
               Subsidiary than could be obtained from an unrelated Person (other
               than, in the case of subclauses (a) and (b) of this CLAUSE (2),
               representations, warranties and covenants (including those
               relating to servicing) entered into in the ordinary course of
               business in connection with a Qualified Securitization
               Transaction and intercompany notes relating to the sale of
               Receivables to such Securitization Subsidiary); and

               (3)      with which neither the Company nor any Restricted
        Subsidiary of the Company has any obligation to maintain or preserve
        such Subsidiary's financial condition or to cause such Subsidiary to
        achieve certain levels of operating results.

        Any such designation by the Board of Directors of the Company shall be
        evidenced to the Trustee by filing with the Trustee a certified copy of
        the resolutions of the Board of Directors of the Company giving effect
        to such designation.

        "SECURITY REGISTER" means the register of Securities, maintained by the
Registrar, pursuant to SECTION 2.3 herein.

        "SHELF REGISTRATION STATEMENT" shall have the meaning set forth in the
Registration Rights Agreement.

        "STATED MATURITY" means, with respect to any security or Indebtedness of
a Person, the date specified therein as the fixed date on which any principal of
such security or Indebtedness is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase thereof at the option of the holder thereof).

        "SUBSIDIARY" of any Person means

               (1)      a corporation a majority of whose Voting Stock is at the
        time, directly or indirectly, owned by such Person, by one or more
        Restricted Subsidiaries of such Person or by such Person and one or more
        Restricted Subsidiaries of such Person or



                                      -30-
<PAGE>

               (2)      any other Person (other than a trust formed in
        connection with a Qualified Securitization Transaction) in which such
        Person, a Restricted Subsidiary of such Person or such Person and one or
        more Restricted Subsidiaries of such Person, directly or indirectly, at
        the date of determination thereof, have at least a majority ownership
        interest.

        "SUBSIDIARY GUARANTEE" means the International Guarantee and each
additional guarantee of the Securities by a Restricted Subsidiary of the Company
pursuant to ARTICLE X herein.

        "SUBSIDIARY GUARANTOR" means the Guarantor and each Restricted
Subsidiary of the Company that becomes a guarantor of the Securities pursuant to
ARTICLE X herein.

        "SUPPORT AGREEMENT" means the Amended and Restated Parent's Side
Agreement dated as of November 8, 1994 between the Company and International
Truck and Engine Corporation, formerly known as Navistar International
Transportation Corp.

        "TAX ALLOCATION AGREEMENT" means the Tax Allocation Agreement among the
Company and its subsidiaries, effective as of October 1, 1981, as it has been
and may be amended and/or supplemented from time to time.

        "TIA" or "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as
in effect on the date of this Indenture, except as provided in SECTION 9.3
herein.

        "TREASURY RATE" means, with respect to any redemption date for the
Securities,

        (1)    the yield, under the heading which represents the average for
        the immediately preceding week, appearing in the most recently published
        statistical release designated "H.15(519)" or any successor publication
        which is published weekly by the Board of Governors of the Federal
        Reserve System and which establishes yields on actively traded United
        States Treasury securities adjusted to constant maturity under the
        caption "Treasury Constant Maturities," for the maturity corresponding
        to the Comparable Treasury Issue, if no maturity is within three months
        before or after the maturity date for the Securities yields for the two
        published maturities most closely corresponding to the Comparable
        Treasury Issue shall be determined and the Treasury Rate shall be
        interpolated or extrapolated from such yields on a straight line basis,
        rounding to the nearest month, or

        (2)    if such release, or any successor release, is not published
        during the week preceding the calculation date or does not contain such
        yields, the rate per annum equal to the semi- annual equivalent yield to
        maturity of the Comparable Treasury Issue, calculated using a price for
        the Comparable Treasury Issue, expressed as a percentage of its
        principal amount, equal to the Comparable Treasury Price for such
        redemption date.


                                      -31-
<PAGE>


        "TRUSTEE" means the party named as such in the first paragraph of this
Indenture until a successor Trustee replaces it pursuant to the applicable
provisions of this Indenture, and thereafter means such successor Trustee.

        "2003 SENIOR NOTES" means the $100 million aggregate principal amount of
7% Senior Notes due 2003 originally issued under the indenture dated as of
February 4, 1998, among the Company, as issuer and BNY Midwest Trust Company (as
successor to Harris Trust and Savings Bank), as trustee.

        "2008 SENIOR SUBORDINATED NOTES" means the $250 million aggregate
principal amount of 8% Senior Subordinated Notes due 2008 originally issued
under the indenture dated as of February 4, 1998, among the Company, as issuer
and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank),
as trustee.

        "UNITED STATES" means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

        "U.S. PAYING AGENT" means BNY Midwest Trust Company and any successor
U.S. Paying Agent.

        "UNRESTRICTED GLOBAL SECURITIES" means one or more Global Securities
that do not and are not required to be bear the Securities Act Legend.

        "UNRESTRICTED SECURITIES" means the Securities that do not and are not
required to bear the Securities Act Legend.

        "UNRESTRICTED SUBSIDIARY" means:

               (1)      each of NFC, Arrendadora Financiera Navistar S.A. de
        C.V., Servicios Financieros Navistar S.A. de C.V., Servicios Financieros
        NFC, S.A. de C.V., Navistar Comercial, S.A. de C.V., Harbour Assurance
        Company of Bermuda Limited, Navistar Acceptance Corporation Limited, the
        DealCor Subsidiaries of the Guarantor that are treated on an equity
        basis by the Company on the Issue Date, and their respective
        Subsidiaries until such time as it is designated a Restricted Subsidiary
        pursuant to the second succeeding sentence;

               (2)      any Subsidiary of the Company (other than the Guarantor
        as long as the International Guarantee is in effect) that at the time of
        determination shall be designated an Unrestricted Subsidiary by the
        Board of Directors in the manner provided below; and

               (3)      any Subsidiary of an Unrestricted Subsidiary.


                                      -32-
<PAGE>


        The Board of Directors may designate any Subsidiary of the Company
(including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital
Stock of, or holds any Lien on any property of, the Company or any other
Restricted Subsidiary of the Company; provided, that either

               (1) the Subsidiary to be so designated has total assets of
        $1,000 or less or

               (2) if such Subsidiary has assets greater than $1,000, such
        designation would be permitted under SECTION 3.12 herein.

        The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, that immediately after giving effect to such
designation (a) if such Unrestricted Subsidiary at such time has Indebtedness,
the Company could incur $1.00 of additional Indebtedness under CLAUSE (1) of
SECTION 3.10 herein and (b) no Default shall have occurred and be continuing.
Any such designation by the Board of Directors shall be evidenced by the Company
to the Trustee by promptly filing with the Trustee a copy of the board
resolution giving effect to such designation and an officers' certificate
certifying that such designation complied with the foregoing provisions.

        "VOTING STOCK" means, with respect to any Person, securities of any
class or classes of Capital Stock in such Person entitling the holders thereof
(whether at all times or only so long as no senior class of stock has voting
power by reason of any contingency) to vote in the election of members of the
Board of Directors or other governing body of such Person.

        "WHOLLY OWNED SUBSIDIARY" means, with respect to any Person, any
Restricted Subsidiary of such Person all the outstanding shares of Capital Stock
(other than directors' qualifying shares, if applicable) of which are owned
directly by such Person or another Wholly Owned Subsidiary of such Person.

        SECTION 1.2.    OTHER DEFINITIONS.

<TABLE>
<CAPTION>
Term                                                                     Defined in Section
----                                                                     ------------------
<S>                                                                      <C>
"AFFILIATE TRANSACTIONS"...............................................................3.16
"AGENT MEMBERS"......................................................................2.1(d)
"BANKRUPTCY LAW"........................................................................6.1
"BENEFITTED PARTY"...............................................................10.1(c)(i)
"CHANGE OF CONTROL OFFER"...............................................................5.9
"CHANGE OF CONTROL PAYMENT DATE"........................................................5.9
"COMPARABLE TREASURY DEALER QUOTATIONS".................................................5.8
</TABLE>


                                      -33-
<PAGE>


<TABLE>
<S>                                                                      <C>
"COVENANT DEFEASANCE"...................................................................8.5
"CUSTODIAN".............................................................................6.1
"DEFAULTED INTEREST"...................................................................2.12
"DEFEASANCE"............................................................................8.4
"DEFINITIVE SECURITIES"..............................................................2.1(a)
"EXCHANGE GLOBAL SECURITY "..........................................................2.1(a)
"GLOBAL SECURITIES"..................................................................2.1(a)
"IAI CERTIFICATE".......................................................................2.7
"IAI DEFINITIVE SECURITIES"..........................................................2.1(a)
"IAIS"...............................................................................2.1(a)
"INITIAL PURCHASERS".................................................................2.1(a)
"INSTITUTIONAL ACCREDITED INVESTOR SECURITY".........................................2.1(a)
"INSTITUTIONAL ACCREDITED INVESTOR GLOBAL SECURITY"..................................2.1(a)
"LEGAL HOLIDAY"........................................................................11.8
"NAVIMEX"..............................................................................3.10
"NAVIMEX LOAN AGREEMENT"...............................................................3.10
"PRIVATE PLACEMENT LEGEND"...........................................................2.1(c)
"REGISTRAR".............................................................................2.3
"REGULATION S".......................................................................2.1(a)
"REGULATION S CERTIFICATE"..............................................................2.8
"REGULATION S DEFINITIVE SECURITIES".................................................2.1(a)
"REGULATION S GLOBAL SECURITY".......................................................2.1(a)
"REGULATION S LEGEND"................................................................2.1(c)
"REGULATION S SECURITY"..............................................................2.1(a)
"REGULATION S GLOBAL SECURITY".......................................................2.1(a)
"RESALE RESTRICTION TERMINATION DATE"................................................2.1(c)
"RULE 144A"..........................................................................2.1(a)
"RULE 144A DEFINITIVE SECURITIES"....................................................2.1(a)
"RULE 144A GLOBAL SECURITY"..........................................................2.1(a)
"RULE 144A SECURITY".................................................................2.1(a)
"SPECIAL RECORD DATE"...............................................................2.12(a)
"STANDARD NO. 76".......................................................................8.8
"UNUTILIZED NET AVAILABLE PROCEEDS"....................................................3.13
</TABLE>


        SECTION 1.3.    INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. This
Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

        "indenture securities" means the Securities.

        "indenture security holder" means a Securityholder.


                                      -34-
<PAGE>

        "indenture to be qualified" means this Indenture.

        "indenture trustee" or "institutional trustee" means the Trustee.

        "obligor" on the indenture securities means the Company and any other
obligor on the indenture securities.

        All other TIA terms used in this Indenture that are defined by the TIA,
defined in the TIA by reference to another statute or defined by the Commission
rules have the meanings assigned to them by such definitions.

        SECTION 1.4.    RULES OF CONSTRUCTION. For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:

               (a)      a term has the meaning assigned to it;

               (b)      an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

               (c)      "or" is not exclusive;

               (d)      "including" means including without limitation;

               (e)      words in the singular include the plural and words in
the plural include the singular; and

               (f)      the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.

                                   ARTICLE II

                                 THE SECURITIES

        SECTION 2.1.    FORM, DATING AND TERMS.

               (a)      The Initial Securities are being offered and sold by the
Company pursuant to a Purchase Agreement, dated May 23, 2001, among the Company,
J.P. Morgan Securities Inc., Credit Suisse First Boston Corporation, Banc of
America Securities LLC, Scotia Capital (USA) Inc., BNY Capital Markets, Inc. and
RBC Dominion Securities Corporation (collectively, the "INITIAL PURCHASERS").
The Initial Securities issued on the date hereof will be in an

                                      -35-
<PAGE>

aggregate principal amount of $400,000,000. In addition, the Company may
issue, from time to time in accordance with the provisions of this Indenture,
an aggregate principal amount of up to $100,000,000 of Additional Securities.
The Initial Securities and Additional Securities will be resold by the
Initial Purchasers initially only to (A) QIBs in reliance on Rule 144A under
the Securities Act ("RULE 144A") and (B) Non-U.S. Persons in reliance on
Regulation S under the Securities Act ("REGULATION S"). Such Initial
Securities and Additional Securities may thereafter be transferred to, among
others, QIBs, Non-U.S. Persons and institutional "accredited investors" (as
defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act who are
not QIBs ("IAIS")) in accordance with Rule 501 of the Securities Act in
accordance with the procedure described herein.

        Initial Securities and Additional Securities offered and sold to QIBs in
the United States in reliance on Rule 144A (each, a "RULE 144A SECURITY") will
be issued on the Issue Date in the form of a global Security, without interest
coupons, substantially in the form of EXHIBIT A hereto, which is hereby
incorporated by reference and made a part of this Indenture, including
appropriate legends as set forth in SECTION 2.1(c) herein (a "RULE 144A GLOBAL
SECURITY"), deposited with DTC, duly executed by the Company and authenticated
by the Trustee as hereinafter provided. The Rule 144A Global Security may be
represented by more than one certificate, if so required by DTC's rules
regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of the Rule 144A Global Security may
from time to time be increased or decreased by adjustments made on the records
of DTC as hereinafter provided.

        Initial Securities and Additional Securities offered and sold outside
the United States in reliance on Regulation S (each, a "REGULATION S
SECURITY") will be issued on the Issue Date in the form of a global Security,
without interest coupons, substantially in the form set forth in EXHIBIT A
hereto, which is hereby incorporated by reference and made a part of this
Indenture, including appropriate legends as set forth in SECTION 2.1(c)
herein (a "REGULATION S GLOBAL SECURITY"), deposited with DTC, duly executed
by the Company and authenticated by the Trustee as hereinafter provided. The
Regulation S Global Security may be represented by more than one certificate,
if so required by DTC's rules regarding the maximum principal amount to be
represented by a single certificate. The aggregate principal amount of the
Regulation S Global Security may from time to time be increased or decreased
by adjustments made on the records of DTC as hereinafter provided.

        On the Issue Date a similar global Security to represent Initial
Securities that may be resold to IAIs in the United States (each, an
"INSTITUTIONAL ACCREDITED INVESTOR SECURITY"), will be issued in the form of a
single global Security, without interest coupons, substantially in the form set
forth in EXHIBIT A hereto, which is hereby incorporated by reference and made a
part of this Indenture, including appropriate legends as set forth in SECTION
2.1(c) herein ("INSTITUTIONAL ACCREDITED INVESTOR GLOBAL SECURITY"), deposited
with DTC, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate amount of the Institutional Accredited
Investor

                                      -36-
<PAGE>

Global Security may from time to time be increased or decreased by
adjustments made on the records of DTC as hereinafter provided.

        Exchange Securities exchanged for interests in the Rule 144A Security,
the Regulation S Security and the Institutional Accredited Investor Security, if
any, will be issued in the form of a permanent global Security substantially in
the form of EXHIBIT B hereto, which is hereby incorporated by reference and made
a part of this Indenture, deposited with DTC as hereinafter provided, including
the appropriate legend set forth in SECTION 2.1(c) herein (each, an "EXCHANGE
GLOBAL SECURITY"). The Exchange Global Security may be represented by more than
one certificate, if so required by DTC's rules regarding the maximum principal
amount to be represented by a single certificate. The aggregate amount of the
Exchange Global Security may from time to time be increased or decreased by
adjustments made on the records of DTC as hereinafter provided.

        Each Rule 144A Global Security, each Regulation S Global Security, each
Institutional Accredited Investor Global Security and each Exchange Global
Security are sometimes collectively herein referred to as the "GLOBAL
SECURITIES."

        Securities issued pursuant to SECTION 2.1(d)(ii) herein in exchange
for or upon transfer of beneficial interests in a Global Security may be in
the form of permanent certificated Securities, without interest coupons, in
substantially the form set forth in Exhibit A or Exhibit B, as appropriate,
including appropriate legends set forth in SECTION 2.1(c) herein (the
"DEFINITIVE SECURITIES"). Definitive Securities issued in exchange for
beneficial interests in the Rule 144A Global Security as hereinafter referred
to as "Rule 144A Definitive Securities." Definitive Securities issued in
exchange for beneficial interests in the Regulation S Global Security are
hereinafter referred to as "REGULATION S DEFINITIVE SECURITIES." Definitive
Securities issued in exchange for beneficial interests in the Institutional
Accredited Investor Global Security are hereinafter referred to as "IAI
DEFINITIVE SECURITIES."

        The Private Exchange Securities shall be in the form of EXHIBIT A
hereto. The Securities may have notations, legends or endorsements required by
law, stock exchange rule or usage, in addition to those set forth on EXHIBITS A
and B hereto and in SECTION 2.1(c) herein. The Company and the Trustee shall
approve the forms of the Securities and any notation, endorsement or legend on
them. Each Security shall be dated the date of its authentication. The terms of
the Securities set forth in EXHIBITS A and B hereto are part of the terms of
this Indenture and, to the extent applicable, the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to be bound by
such terms.

               (b)      DENOMINATIONS. The Securities shall be issuable only in
fully registered form, without interest coupons, and in denominations of $1,000
and integral multiples of $1,000 in excess thereof.


                                      -37-
<PAGE>


               (c)      RESTRICTIVE LEGENDS. Unless and until (i) an Initial
Security or an Additional Security is sold under an effective registration
statement or (ii) an Initial Security or an Additional Security is exchanged for
an Exchange Security in connection with an effective registration statement, in
each case pursuant to an Exchange and Registration Rights Agreement or a similar
agreement,

               (A)      the Rule 144A Global Security and the Institutional
Accredited Investor Global Security shall bear the following legend (the
"PRIVATE PLACEMENT LEGEND") on the face thereof:

        "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
        AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
        OR OTHER JURISDICTION NEITHER THIS SECURITY NOR ANY INTEREST OR
        PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
        PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
        REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
        SUCH REGISTRATION.

        THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN
        BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
        SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
        THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS
        AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
        WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
        SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE
        COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
        DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
        SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
        SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
        INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
        THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
        INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
        BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES
        THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
        S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED
        INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER
        THE SECURITIES ACT THAT IS


                                      -38-
<PAGE>


        ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
        AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION
        INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR
        INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
        CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
        OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
        TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
        CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
        COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
        OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
        AFTER THE RESALE RESTRICTION TERMINATION DATE."; and

               (B) the Regulation S Global Security shall bear the following
legend (the "REGULATION S LEGEND") on the face thereof:

        "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
        1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
        OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
        BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
        BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A
        U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND
        IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE
        WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY
        ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
        SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
        THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
        THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS
        THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY
        (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
        BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
        SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
        SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
        INSTITUTIONAL BUYER"


                                      -39-
<PAGE>

        AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
        OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
        WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
        RULE144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
        UNITED STATES WITHIN THE MEANING OF REGULATION S, (E) TO AN
        INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1),
        (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY
        FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
        ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM
        PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
        AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
        DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO
        ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
        THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT
        PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D),
        (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
        CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND
        IN THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN
        THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND
        DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS
        LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND
        INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE OFFERED
        TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B)
        THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE
        TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE
        MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT."

               (C)      The Global Securities shall bear the following legend
on the face thereof:

        "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
        THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK,
        NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,


                                      -40-
<PAGE>

        EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
        NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
        AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
        OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
        BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
        CEDE & CO., HAS AN INTEREST HEREIN.

        TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
        WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
        SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
        SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
        RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE
        HEREOF."

               (d)      BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES.

                            (i)   This SECTION 2.1(d) shall apply only to Global
               Securities deposited with the Trustee, as custodian for DTC.

                            (ii)  Each Global Security initially shall (i) be
               registered in the name of DTC for such Global Security or the
               nominee of DTC (ii) be delivered to the Trustee as custodian for
               DTC and (iii) bear such legends as required by SECTION 2.1(c)
               herein.

                            Members of, or participants in, DTC ("AGENT
        MEMBERS") shall have no rights under this Indenture with respect to any
        Global Security and DTC will be treated by the Company the Trustee and
        any agent of any of them as the absolute owner of such Global Security
        for all purposes whatsoever. Notwithstanding the foregoing, nothing
        herein shall prevent the Company the Trustee or any agent of any of them
        from (A) giving effect to any written certification, proxy or other
        authorization furnished by DTC or (B) impairing, as between DTC and the
        Agent Members, the operation of customary practices governing the
        exercise of the rights of a beneficial owner of any Security.

                            (iii)  Definitive Securities shall be transferred to
               all beneficial owners in exchange for their beneficial interests
               in the Rule 144A Global Security, the Institutional Accredited
               Investor Global Security or the Regulation S Global Security,
               respectively, (A) if DTC notifies the Company that it is
               unwilling or unable


                                      -41-
<PAGE>

               to continue to act as a clearing agency and a successor clearing
               agency is not appointed within 120 days, or (B) if DTC so
               requests following an Event of Default, or (C) if, in the case
               of (A) or (B), the owner of a Book-Entry Interest requests such
               exchange in writing delivered through DTC (including following
               an Event of Default). In connection with a transfer of an
               entire Global Security to beneficial owners pursuant to this
               PARAGRAPH (iii), the applicable Global Security shall be deemed
               to be surrendered to the Trustee for cancellation, and the
               Company shall execute, and the Trustee shall authenticate and
               deliver, to each beneficial owner identified by DTC in exchange
               for its beneficial interest in the applicable Global Security,
               an equal aggregate principal amount of Definitive Securities, as
               the case may be, of authorized denominations.

                            (iv)  Any beneficial interest in one of the Global
               Securities that is transferred to a person who takes delivery in
               the form of an interest in another Global Security will, upon
               transfer, cease to be an interest in such Global Security and
               become an interest in the other Global Security and, accordingly,
               will thereafter be subject to all transfer restrictions, if any,
               and other procedures applicable to beneficial interests in such
               other Global Security for as long as it remains such an interest.

                            (v)  Any Definitive Securities delivered in exchange
               for an interest in a Global Security pursuant to PARAGRAPH (iii)
               above shall, except as otherwise provided in SECTION 2.6 herein,
               bear the Private Placement Legend, unless such exchange is made
               on or after (A) an Initial Security is sold pursuant to an
               effective registration statement, pursuant to the Registration
               Rights Agreement, (B) an Initial Security is exchanged for an
               Exchange Security in the Exchange Offer under an effective
               registration statement, pursuant to the Registration Rights
               Agreement, or (C) the Resale Restriction Termination Date.

               (e)      DEFINITIVE SECURITIES. Except as provided in SECTION
2.1(d) herein, owners of beneficial interests in Global Securities will not be
entitled to receive Definitive Securities.

        SECTION 2.2.    EXECUTION AND AUTHENTICATION. One Officer shall sign the
Securities for the Company by manual or facsimile signature. If an Officer whose
signature is on a Security no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless, after
giving effect to any exchange of Initial Securities for Exchange Securities.

        A Security shall not be valid until an authorized signatory of the
Trustee manually authenticates the Security. The signature of the Trustee on a
Security shall be conclusive evidence that such Security has been duly and
validly authenticated and issued under this Indenture.


                                      -42-
<PAGE>


        At any time and from time to time after the execution and delivery of
this Indenture, the Trustee shall authenticate and make available for delivery:
(1) the Initial Securities for issue on the Issue Date in an aggregate principal
amount of $400,000,000, (2) from time to time, the Additional Securities for
issue in an aggregate principal amount of up to $100,000,000, and (3) Exchange
Securities for issue only in an Exchange Offer or Private Exchange Securities,
in each case pursuant to the Registration Rights Agreement, and only in exchange
for the applicable Initial Securities or the Additional Securities, as the case
may be, of the same series of an equal principal amount, in each case upon a
Company Order. Such Company Order shall specify the amount of the Securities to
be authenticated and the date on which the original issue of Securities are to
be authenticated and whether the Securities are to be Initial Securities,
Additional Securities, Exchange Securities or Private Exchange Securities.

        With respect to any Additional Securities, the Company shall set forth
in a resolution of its Board of Directors and an Officers' Certificate, the
following information:

                            (i)  the aggregate principal amount of such
               Additional Securities to be authenticated and delivered pursuant
               to this Indenture; and

                            (ii) the issue price and the issue date of the
               Additional Securities.

The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is limited to $500,000,000 outstanding, except
for Securities authenticated and delivered upon registration or transfer of,
or in exchange for, or in lieu of, other Securities pursuant to SECTION 2.6,
SECTION 2.10, SECTION 2.11, SECTION 5.7 herein and except for transactions
similar to the Exchange Offer. All Securities issued under the Indenture
(whether Initial Securities, Additional Securities, Exchange Securities or
Private Exchange Securities) will be treated as a single class for all
purposes under this Indenture, including, without limitation, waivers,
amendments, redemptions and offers to purchase.

        In case the Company, pursuant to ARTICLE IV herein, shall be
consolidated or merged with or into any other Person or shall transfer or lease
all or substantially all of its assets to any Person, and the successor Person
formed by or surviving any such consolidation or any such merger, or to which
such transfer or lease shall have been made, shall have executed an indenture
supplemental hereto with the Trustee pursuant to ARTICLE IV herein, any of the
Securities authenticated or delivered prior to such consolidation, merger,
conveyance, transfer or lease may, from time to time, at the request of the
successor Person, be exchanged for other Securities executed in the name of the
successor Person with such changes in phraseology and form as may be
appropriate, but otherwise in substance of like tenor as the Securities
surrendered for such exchange and of like principal amount; and the Trustee,
upon Company Order of the successor Person, shall authenticate and deliver
Securities as specified in such order for the purpose of such exchange. If
Securities shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this

                                      -43-
<PAGE>


SECTION 2.2 herein in exchange or substitution for or upon registration of
transfer of any Securities, such successor Person, at the option of the
Holders but without expense to them, shall provide for the exchange of all
Securities at the time Outstanding for Securities authenticated and delivered
in such new name.

        SECTION 2.3. REGISTRAR AND PAYING AGENT. The Company shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange (the "REGISTRAR") and an office or agency where Securities may
be presented for payment (the "PAYING AGENT"). The Registrar shall keep a
register of the Securities and of their transfer and exchange (the "SECURITY
REGISTER"). The Company may have one or more co-registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent.

        The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of each such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to SECTION 7.9. The
Company or any wholly owned Subsidiary may act as Paying Agent, Registrar,
co-registrar or transfer agent.

        The Company initially appoints the Trustee as the Paying Agent and
Registrar in connection with the Securities.

        SECTION 2.4.    PAYING AGENT TO HOLD MONEY IN TRUST. Prior to each due
date of the principal of or interest on any Security, the Company shall deposit
with the Paying Agent a sum sufficient to pay such principal or interest when
due. The Company shall require each Paying Agent (other than the Trustee) to
agree in writing that such Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee all money held by such Paying Agent for the
payment of principal of or interest on the Securities and shall notify the
Trustee in writing of any default by the Company in making any such payment. If
the Company acts as Paying Agent, it shall segregate the money held by it as
Paying Agent and hold it as a separate trust fund. The Company at any time may
require a Paying Agent (other than the Trustee) to pay all money held by it to
the Trustee and to account for any funds disbursed by such Paying Agent. Upon
complying with this Section, the Paying Agent (if other than the Company) shall
have no further liability for the money delivered to the Trustee. Upon any
bankruptcy, reorganization or similar proceeding with respect to the Company,
the Trustee shall serve as Paying Agent for the Securities .

        SECTION 2.5.    SECURITYHOLDER LISTS. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, or to the extent otherwise required under the TIA, the Company shall
furnish to the Trustee, in writing at least seven Business Days before each


                                      -44-
<PAGE>

interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Securityholders.

        SECTION 2.6.    TRANSFER AND EXCHANGE.

               (a)      The following provisions shall apply with respect to any
proposed transfer of a Rule 144A Security or an Institutional Accredited
Investor Security or a beneficial interest therein prior to the date which is
two years after the later of the date of its original issue and the last date on
which the Company or any affiliate of the Company was the owner of such
Securities (or any predecessor thereto) (the "RESALE RESTRICTION TERMINATION
DATE"):

                            (i)  a transfer of a Rule 144A Security or an
        Institutional Accredited Investor Security or a beneficial interest
        therein to a QIB shall be made upon the representation of the transferee
        in the form as set forth on the reverse of the Security that it is
        purchasing 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, 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 its foregoing representations in order to claim the
        exemption from registration provided by Rule 144A;

                            (ii)  a transfer of a Rule 144A Security or an
        Institutional Accredited Investor Security or a beneficial interest
        therein to an IAI shall be made upon receipt by the Trustee or its agent
        of a certificate substantially in the form set forth in SECTION 2.7
        herein from the proposed transferee and, if requested by the Company or
        the Trustee, the delivery of an opinion of counsel, certification and/or
        other information satisfactory to each of them; and

                            (iii) a transfer of a Rule 144A Security or an
        Institutional Accredited Investor Security or a beneficial interest
        therein to a Non-U.S. Person shall be made upon receipt by the Trustee
        or its agent of a certificate substantially in the form set forth in
        SECTION 2.8 herein from the proposed transferee and, if requested by the
        Company or the Trustee, the delivery of an opinion of counsel,
        certification and/or other information satisfactory to each of them.

               (b)      the following provisions shall apply with respect to any
proposed transfer of a Regulation S Security or a beneficial interest therein
prior to the expiration of the Restricted Period;


                                      -45-
<PAGE>



                            (i)  a transfer of a Regulation S Security therein
        to a QIB shall be made upon the representation of the transferee, in the
        form of assignment on the reverse of the certificate, that it is
        purchasing the Security 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, 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 its foregoing representations
        in order to claim the exemption from registration provided by Rule 144A;

                            (ii)  a transfer of a Regulation S Security or a
        beneficial interest therein to an IAI shall be made upon receipt by the
        Trustee or its agent of a certificate substantially in the form set
        forth in SECTION 2.7 herein from the proposed transferee and, if
        requested by the Company or the Trustee, the delivery of an opinion of
        counsel, certification and/or other information satisfactory to each of
        them; and

                            (iii) a transfer of a Regulation S Security or a
        beneficial interest therein to a Non-U.S. Person shall be made upon
        receipt by the Trustee or its agent of a certificate substantially in
        the form set forth in SECTION 2.8 herein from the proposed transferee
        and, if requested by the Company or the Trustee, receipt by the Trustee
        or its agent of am opinion of counsel, certification and/or other
        information satisfactory to each of them.

               After the expiration of the Restricted Period, interests in the
Regulation S Security may be transferred without requiring certification set
forth in SECTIONS 2.7 and 2.8 herein, or any additional certification.

               (c)      RESTRICTED SECURITIES LEGEND. Upon the transfer,
exchange or replacement of Securities not bearing a Restricted Securities
Legend, the Registrar shall deliver Securities that do not bear a Restricted
Securities Legend. Upon the transfer, exchange or replacement of Securities
bearing a Restricted Securities Legend, the Registrar shall deliver only
Securities that bear a Restricted Securities Legend unless such Securities are
sold under an effective registration statement under the Securities Act or there
is delivered to the Registrar an Opinion of Counsel to the effect that neither
such legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act.

               (d)      The Registrar shall retain copies of all letters,
notices and other written communications received pursuant to SECTION 2.1 herein
or this SECTION 2.6. 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 prior written notice to the Registrar.


                                      -46-
<PAGE>


               (e)      OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF
SECURITIES.

                            (i)   To permit registrations of transfers and
        exchanges, the Company shall, subject to the other terms and conditions
        of this ARTICLE II, execute and the Trustee shall authenticate
        Definitive Securities and Global Securities at the Registrar's or co-
        registrar's request.

                            (ii)  No service charge shall be made to a Holder
        for any registration of transfer or exchange, but the Company may
        require payment of a sum sufficient to cover any transfer tax,
        assessments, or similar governmental charge payable in connection
        therewith (other than any such transfer taxes, assessments or similar
        governmental charges payable upon exchange or transfer.

                            (iii) The Registrar or co-registrar shall not be
        required to register the transfer of or exchange of any Security for a
        period beginning (1) 15 days before the mailing of a notice of an offer
        to repurchase or redeem Securities and ending at the close of business
        on the day of such mailing or (2) 15 days before an interest payment
        date and ending on such interest payment date.

                            (iv)  Prior to the due presentation for registration
        of transfer of any Security, the Company, the Trustee, the Paying Agent,
        the Registrar or any co-registrar may deem and treat the person in whose
        name a Security is registered as the absolute owner of such Security for
        the purpose of receiving payment of principal of and interest on such
        Security and for all other purposes whatsoever, whether or not such
        Security is overdue, and none of the Company, the Trustee, the Paying
        Agent, the Registrar or any co-registrar shall be affected by notice to
        the contrary.

                            (v)   Any definitive Security delivered in exchange
        for an interest in a Global Security pursuant to SECTION 2.1(d) herein
        shall, except as otherwise provided by SECTION 2.6(c) herein, bear the
        applicable legend regarding transfer restrictions applicable to the
        Definitive Security set forth in SECTION 2.1(c) herein.

                            (vi)  All Securities issued upon any transfer or
        exchange pursuant to the terms of this Indenture shall evidence the same
        debt and shall be entitled to the same benefits under this Indenture as
        the Securities surrendered upon such transfer or exchange.

               (f)      NO OBLIGATION OF THE TRUSTEE. (i) The Trustee shall have
no responsibility or obligation to any beneficial owner of a Global Security, a
member of, or a participant in, DTC or other Person with respect to the accuracy
of the records of DTC or its nominee or of any participant or member thereof,
with respect to any ownership interest in the Securities or with respect to the
delivery to any participant, member, beneficial owner or other


                                      -47-
<PAGE>


Person (other than DTC) or any notice (including any notice of redemption) or
the payment of any amount or delivery of any Securities (or other security or
property) under or with respect to such Securities. All notices and
communications to be given to the Holders and all payments to be made to
Holders in respect of the Securities shall be given or made only to or upon
the order of the registered Holders (which shall be DTC or its nominee in the
case of a Global Security). The rights of beneficial owners in any Global
Security shall be exercised only through DTC subject to the applicable rules
and procedures of DTC. The Trustee may rely and shall be fully protected in
relying upon information furnished by DTC with respect to its members,
participants and any beneficial owners.

                            (ii)  The Trustee shall have no obligation or duty
        to monitor, determine or inquire as to compliance with any restrictions
        on transfer imposed under this Indenture or under applicable law with
        respect to any transfer of any interest in any Security (including any
        transfers between or among DTC participants, members or beneficial
        owners in any Global Security) other than to require delivery of such
        certificates and other documentation or evidence as are expressly
        required by, and to do so if and when expressly required by, the terms
        of this Indenture, and to examine the same to determine substantial
        compliance as to form with the express requirements hereof.

        SECTION 2.7.    FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS.

                                 IAI CERTIFICATE

                                     [DATE]

Navistar International Corporation
c/o BNY Midwest Trust Company, as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois  60602
Attention: Corporate Trust Administration

               Re:       NAVISTAR INTERNATIONAL CORPORATION (THE "COMPANY")
                         9 3/8 % SENIOR NOTES DUE 2006 (THE "SECURITIES")

Ladies and Gentlemen:

          In connection with our proposed purchase of $[_____________] aggregate
principal amount of Securities of the Company, we confirm that:


                                      -48-
<PAGE>


        l.     We are an institutional "accredited investor" (as defined in Rule
50l(a)(l), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as
amended (the "SECURITIES ACT")), purchasing for our own account or for the
account of such an institutional "accredited investor" in each case in a minimum
principal amount of Securities of $250,000 and we are acquiring the Securities
for investment purposes and not with a view to, or for offer or sale in
connection with, any distribution in violation of the Securities Act or other
applicable securities laws and we have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risk of our investment in the Securities, and we and any accounts for which we
are acting are each able to bear the economic risk of our or its investment.

        2.     We understand and acknowledge that the Securities have not been
registered under the Securities Act, or any other applicable securities law and
may not be offered, sold or otherwise transferred except in compliance with the
registration requirements of the Securities Act or any other applicable
securities law, or pursuant to an exemption therefrom, and in each case in
compliance with the conditions for transfer set forth below. We agree on our own
behalf and on behalf of any investor account for which we are purchasing
Securities to offer, sell or otherwise transfer such Securities prior to the
date which is two years after the later of the date of original issue and the
last date on which the Company or any affiliate of the Company was the owner of
such Securities (or any predecessor thereto) (the "RESALE RESTRICTION
TERMINATION DATE") only (a) to the Company, (b) pursuant to a registration
statement which has been declared effective under the Securities Act, (c) for so
long as the Securities are eligible for resale pursuant to Rule 144A under the
Securities Act, to a person we reasonably believe is a "Qualified Institutional
Buyer" within the meaning of Rule 144A (a "QIB") that purchases for its own
account or for the account of a QIB and to whom notice is given that the
transfer is being made in reliance on Rule 144A (d) pursuant to offers and sales
to non-U.S. persons that occur outside the United States within the meaning of
Regulation S under the Securities Act, (e) to an institutional "accredited
investor" within the meaning of SUBPARAGRAPHS (a)(1), (a)(2), (a)(3) or (a)(7)
of Rule 501 under the Securities Act that is acquiring the Securities for its
own account or for the account of such institutional "accredited investor," for
investment purposes and not with a view to, or for offer or sale in connection
with, any distribution in violation of the Securities Act, or (f) pursuant to
any other available exemption from the registration requirements of the
Securities Act, subject in each of the foregoing cases to any requirement of law
that the disposition of our property or the property of such investor account or
accounts be at all times within our or their control and in compliance with any
applicable state securities laws. The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date. If any resale or
other transfer of the Securities is proposed to be made pursuant to CLAUSE (e)
above prior to the Resale Restriction Termination Date, the transferor shall
deliver to the trustee (the "TRUSTEE") under this Indenture pursuant to which
the Securities are issued and to the Company a letter from the transferee
substantially in the form of this letter, which shall provide, among other
things, that the transferee is a person or entity defined in PARAGRAPH 1 of this
letter and that it is acquiring such notes for investment purposes and not for
distribution in violation of the Securities Act. We acknowledges that the
Company and the Trustee reserve the right prior to any offer, sale

                                      -49-
<PAGE>


or other transfer of the Securities pursuant to CLAUSES (d), (e) and (f)
above prior to the Resale Restriction Termination Date to require the
delivery of an opinion of counsel, certifications and/or other information
satisfactory to the Company and the Trustee.

        3.     We are acquiring the Securities purchased by us for our own
account or for one or more accounts as to each of which we exercise sole
investment discretion.

        4.     You are entitled to rely upon this letter, and you are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.


                                             Very truly yours,

                                             By:     (Name of Purchaser)

                                             Date:

Upon transfer, the Securities would be registered in the name of the new
beneficial owner as follows:

               Name               Address           Taxpayer ID Number
               ----               -------           ------------------

        SECTION 2.8. FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
TRANSFERS PURSUANT TO REGULATION S.

                                 REGULATION S CERTIFICATE

                                          [DATE]

Navistar International Corporation
c/o BNY Midwest Trust Company, as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois  60602
Attention: Corporate Trust Administration

               Re:     NAVISTAR INTERNATIONAL CORPORATION (THE "COMPANY")
                       9 3/8% SENIOR NOTES DUE 2006 (THE "SECURITIES")



                                      -50-
<PAGE>


Ladies and Gentlemen:

        In connection with our proposed sale of $[__________] aggregate
principal amount of the Securities, 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 (the "SECURITIES ACT"), and, accordingly, we
represent that:

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

        (b)    either (i) 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
(ii) the transaction was executed in, on or through the facilities of a
designated offshore 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;

        (c)    neither we, any of our affiliates, nor any person acting on our
or their behalf has made any directed selling efforts in the United States in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
as applicable; and

        (d)    the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.

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

        You and the Company 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 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



                                      -51-
<PAGE>


        SECTION 2.9.    MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. If a
mutilated Security is surrendered to the Registrar or if the Holder of a
Security claims that such Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security if the requirements of Section 8-405 of the Uniform Commercial Code are
met and the Holder satisfies any other reasonable requirements of the Trustee.
If required by the Trustee or the Company, such Holder shall furnish an
indemnity bond sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss which any of them may suffer if a Security is
replaced, and, in the absence of notice to the Company or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute
and upon Company Order the Trustee shall authenticate and make available for
delivery, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and principal
amount, bearing a number not contemporaneously outstanding.

        In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

        Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) in connection
therewith.

        Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, any Subsidiary Guarantor (if
applicable) and any other obligor upon the Securities, whether or not the
mutilated, destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

        The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

        SECTION 2.10.   TEMPORARY SECURITIES. Until Definitive Securities are
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
Definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate Definitive Securities. After
the preparation of Definitive Securities, the temporary Securities shall be
exchangeable for such Definitive Securities upon surrender of such temporary
Securities at any office or agency maintained by the Company

                                      -52-
<PAGE>


for that purpose and such exchange shall be without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities, the
Company shall execute, and the Trustee shall authenticate and make available
for delivery in exchange therefor, one or more Definitive Securities
representing an equal principal amount of Securities. Until so exchanged, the
Holder of temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as a holder of Definitive Securities.

        SECTION 2.11.   CANCELLATION. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel and
return to the Company all Securities surrendered for registration of transfer,
exchange, payment or cancellation. The Company may not issue new Securities to
replace Securities it has paid or delivered to the Trustee for cancellation for
any reason other than in connection with a transfer or exchange.

        SECTION 2.12.   PAYMENT OF INTEREST; DEFAULTED INTEREST. The principal
of (and premium, if any) and interest on the Securities shall be payable at the
office or agency of the Company maintained for such purpose in the Borough of
Manhattan in the City of New York, or at such other office or agency of the
Company as may be maintained for such purpose pursuant to SECTION 2.3 herein;
PROVIDED, HOWEVER, that, at the option of the Company, each installment of
interest may be paid by check mailed to addresses of the Persons entitled
thereto as such addresses shall appear on the Security Register and; PROVIDED,
FURTHER, that all payments with respect to the Securities, the Holders of which
have given wire transfer instructions to the Company and the Paying Agent prior
to the applicable record date for such payment, will be required to be made by
wire transfer of immediately available funds to the accounts specified by the
Holders thereof. Payments in respect of Securities represented by a Global
Security (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by DTC.

        Interest on any Security which is payable, and is punctually paid or
duly provided for, on any interest payment date shall be paid to the Person in
whose name such Security (or one or more predecessor Securities) is registered
at the close of business on the regular record date for such interest at the
office or agency of the Company maintained for such purpose pursuant to SECTION
2.3 herein.

        Any interest on any Security which is payable, but is not punctually
paid or duly provided for when the same becomes due and payable, shall forthwith
cease to be payable to the Holder on the relevant regular record date by virtue
of having been such a Holder, and such defaulted interest and (to the extent
lawful) interest on such defaulted interest at the rate borne by the Securities
(such defaulted interest and interest thereon herein collectively called
"DEFAULTED INTEREST") shall be paid by the Company, at its election in each
case, as provided in CLAUSE (a) or (b) below:


                                      -53-
<PAGE>


               (a)      The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities (or their respective
predecessor Securities) are registered at the close of business on a Special
Record Date (as defined below) for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this CLAUSE (a) provided. Thereupon the Trustee
shall fix a record date (the "SPECIAL RECORD DATE") for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date, and in the name
and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be given in the
manner provided for in SECTION 12.2 herein, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been so given, such Defaulted
Interest shall be paid to the Persons in whose names the Securities (or their
respective predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
following CLAUSE (b).

               (b)      The Company may make payment of such Defaulted
Interest to the Persons in whose names such Securities are registered at the
close of business on a specified date in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.

               (c)      Subject to the foregoing provisions of this Section,
each Security delivered under this Indenture upon registration of, transfer of
or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

        SECTION 2.13.   COMPUTATION OF INTEREST. Interest on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months.

        SECTION 2.14.   CUSIP NUMBERS. The Company in issuing the Securities may
use "CUSIP," "ISIN" or "Common Code" numbers (if then generally in use) and, if
so, the Trustee shall use "CUSIP," "ISIN" or "Common Code" numbers in notices of
redemption as a convenience to Holders; PROVIDED, HOWEVER, that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the


                                      -54-
<PAGE>


Securities or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee of
any change in the "CUSIP," "ISIN" or "Common Code" numbers.

                                   ARTICLE III

                                    COVENANTS

        SECTION 3.1.    APPLICATION OF CERTAIN COVENANTS. After such time as:

               (a)      the Securities have been assigned an Investment Grade
rating by both Rating Agencies;

               (b)      the Investment Grade rating shall not be accompanied by
either (i) in the case of S&P, a negative outlook, creditwatch negative or the
equivalent thereof or (ii) in the case of Moody's, a negative outlook, a review
for possible downgrade or the equivalent thereof; and

               (c)      no Default under the Indenture has occurred and is
continuing,

and notwithstanding that the Securities may later cease to have an Investment
Grade rating by both Rating Agencies or that the Investment Grade rating may
later be accompanied by either items (i) or (ii) set forth in PARAGRAPH (b)
above, the Company and its Restricted Subsidiaries will not be subject to
SECTIONS 3.10, 3.11, 3.12, 3.13, 3.15 and 3.16, CLAUSES (a)(i) and (c) of
SECTION 3.14 and SECTION 4.1(a)(ii) herein.

A change in the rating on the Securities by either Rating Agency shall be deemed
to have occurred on the date that such Rating Agency shall have publicly
announced the change.

        SECTION 3.2.    PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST, IF
ANY. The Company covenants and agrees for the benefit of the Holders of
Outstanding Securities that it will duly and punctually pay the principal of,
premium, if any, and interest, if any, on the Securities in accordance with the
terms of the Securities and this Indenture. An installment of principal,
premium, if any, or interest, if any, shall be considered paid on the date it is
due if the Trustee or Paying Agent holds on that date money designated for and
sufficient to pay the installment.

        SECTION 3.3.    MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain in each Place of Payment for the Securities an office or agency where
the Securities may be presented or surrendered for payment, where the Securities
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Corporate Trust Office of the Trustee shall be such
an office or agency of the Company, unless the Company may designate and
maintain some other office or


                                      -55-
<PAGE>

agency for one or more of such purposes. The Company will give prompt written
notice to the Trustee of any change in the location of any such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind any such designation;
PROVIDED, HOWEVER, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for the Securities for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission and
any change in the location of any such other office or agency.

        SECTION 3.4.    MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST;
UNCLAIMED MONEY. If the Company shall at any time act as its own Paying Agent
with respect to the Securities, it will, on or before each due date of the
principal of, premium, if any, or interest, if any, on the Securities, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal, premium, if any, or interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee in writing of its action or
failure so to act.

        The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

               (a) hold all sums held by it for the payment of the principal of,
premium, if any, or interest, if any, on the Securities in trust for the benefit
of the Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

               (b) give the Trustee notice of any default by the Company or any
Subsidiary Guarantor (or any other obligor upon the Securities) in the making of
any payment of principal, premium, if any, or interest, if any, on the
Securities; and

               (c) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent.

        The Company may at any time, for the purpose of obtaining the
satisfaction and discharge or defeasance of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee
all sums held in trust by the Company or such Paying Agent,


                                      -56-
<PAGE>


such sums to be held by the Trustee upon the same terms as those upon which
such sums were held by the Company or such Paying Agent; and, upon such
payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.

        Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of any principal, premium or interest
on any Security and remaining unclaimed for two years after such principal,
premium, if any, or interest, if any, has become due and payable shall be paid
to the Company on Company Request or (if then held by the Company) shall be
discharged from such trust, unless otherwise required by certain provisions of
applicable law; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, or cause to be mailed to such Holder, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

        SECTION 3.5.    CORPORATE EXISTENCE. Subject to ARTICLE IV herein, the
Company will at all times do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and its
rights and franchises; provided, that nothing in this SECTION 3.5 shall prevent
the abandonment or termination of any right or franchise of the Company if, in
the opinion of the Company, such abandonment or termination is in the best
interests of the Company and does not materially adversely affect the ability of
the Company to fulfill its obligations hereunder.

        SECTION 3.6.    REPORTS BY THE COMPANY. The Company covenants:

               (a)      to file with the Trustee, within 30 days after the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
if the Company is not required to file information, documents or reports
pursuant to either of such Sections, then to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;


                                      -57-
<PAGE>


               (b)      to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants provided for in this
Indenture, as may be required from time to time by such rules and regulations;

               (c)      to transmit to all Holders of Securities, within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act, such summaries of any
information, documents and reports required to be filed by the Company pursuant
to SUBSECTIONS (a) and (b) of this SECTION 3.6, as may be required by rules and
regulations prescribed from time to time by the Commission; and

               (d)      to comply with Sections 313(b) and 313(d) of the Trust
Indenture Act, to the extent applicable.

Delivery of such reports, information and documents to the Trustee is for
informational purposes only, and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including information
concerning the Company's compliance with any of its covenants hereunder,
provided that the foregoing shall not relieve the Trustee of any of its
responsibilities hereunder. Reports and other filings made by Parent shall be
deemed to satisfy the obligations of the Company hereunder as long as such
reports and other filings include the information required by the staff of
the Commission under its existing interpretations of Staff Accounting
Bulletin 53.

        SECTION 3.7.    ANNUAL REVIEW CERTIFICATE; NOTICE OF DEFAULTS OR EVENTS
OF DEFAULT.

               (a)      The Company covenants and agrees to deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year next following the Issue Date), a certificate
from the principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Company's compliance with
all conditions and covenants under this Indenture. For purposes of this SECTION
3.7, such compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture.

               (b)      The Company covenants and agrees to deliver to the
Trustee, within a reasonable time (and in any event within five Business Days)
after the Company becomes aware of the occurrence of a Default or an Event of
Default of the character specified in SECTION 6.1(d) herein, written notice of
the occurrence of such Default or Event of Default.


                                      -58-
<PAGE>


        SECTION 3.8.    BOOKS OF RECORD AND ACCOUNT. The Company will keep
proper books of record and account, either on a consolidated or individual
basis. The Company shall cause its books of record and account to be examined
either on a consolidated or individual basis, by one or more firms of
independent public accountants not less frequently than annually. The Company
shall prepare its financial statements in accordance with generally accepted
accounting principles.

        SECTION 3.9.    LIMITATION ON LIENS. The Company will not, and will not
cause or permit any of its Restricted Subsidiaries to, create, incur, assume or
suffer to exist any Liens upon any of their respective properties or assets
(including, without limitation, any asset in the form of the right to receive
payments, fees or other consideration or benefits) whether owned on the Issue
Date or acquired after the Issue Date, other than:

               (a)      Liens granted by the Company on property or assets of
the Company securing Indebtedness of the Company that is permitted by the
Indenture and that is pari passu with the Securities; provided, that the
Securities are secured on an equal and ratable basis with such Liens;

               (b)      Liens granted by the Company on property or assets of
the Company securing Indebtedness of the Company that is permitted by the
Indenture and that is subordinated to the Securities, provided, that the
Securities are secured by Liens ranking prior to such Liens;

               (c)      Permitted Liens;

               (d)      Liens in respect of Acquired Indebtedness permitted by
the Indenture; provided, that the Liens in respect of such Acquired Indebtedness
secured such Acquired Indebtedness at the time of the incurrence of such
Acquired Indebtedness and such Liens and the Acquired Indebtedness were not
incurred by the Company or by the Person being acquired or from whom the assets
were acquired in connection with, or in anticipation of, the incurrence of such
Acquired Indebtedness by the Company, and provided, further that such Liens in
respect of such Acquired Indebtedness do not extend to or cover any property or
assets of the Company or of any Restricted Subsidiary of the Company other than
the property or assets that secured the Acquired Indebtedness prior to the time
such Indebtedness became Acquired Indebtedness of the Company;

               (e)      Liens granted in connection with any Qualified
Securitization Transaction;

               (f)      Liens arising from claims of holders of Indebtedness
against funds held in a defeasance trust for the benefit of such holders; and

               (g)      Liens on property or assets of the Company or any
Restricted Subsidiary securing Indebtedness permitted by the Indenture not to
exceed the greater of

                                      -59-
<PAGE>

(A) $100.0 million and (B) the sum of (1) 85.0% of the total book value of
accounts receivable and (2) 50.0% of the total book value of inventory, in
each case as reflected on the Company's most recent consolidated financial
statements prepared in accordance with GAAP.

        SECTION 3.10.   LIMITATION ON INCURRENCE OF INDEBTEDNESS. The Company
will not, and will not cause or permit any of its Restricted Subsidiaries to
incur, directly or indirectly, any Indebtedness, except:

               (a)      Indebtedness of the Company, if immediately after giving
effect to the incurrence of such Indebtedness and the receipt and application of
the net proceeds thereof, the Consolidated Cash Flow Ratio of the Company for
the four full fiscal quarters for which quarterly or annual financial statements
are available next preceding the incurrence of such Indebtedness would be
greater than 2.25 to 1.00;

               (b)      Indebtedness outstanding on the Issue Date;

               (c)      Indebtedness incurred pursuant to the $125.0 million
Credit Agreement, dated as of November 26, 1997, among Camiones Motores
International de Mexico S.A. de C.V. ("NAVIMEX"), the Company and the lenders
listed therein (the "NAVIMEX LOAN AGREEMENT"), as such agreement, in whole or
in part, may be amended, renewed, extended, increased (but only so long as
such increase as is permitted under the terms of the Indenture), substituted,
refinanced, restructured, replaced (including, without limitation, any
successive renewals, extensions, increases, substitutions, refinancings,
restructurings, replacements, supplements, or other modifications of the
foregoing);

               (d)      Indebtedness owed by the Company to any Wholly Owned
Subsidiary of the Company or Indebtedness owed by a Subsidiary of the Company to
the Company or a Wholly Owned Subsidiary of the Company; provided, that, upon
either

                            (i)   the transfer or other disposition by such
               Wholly Owned Subsidiary or the Company of any Indebtedness so
               permitted under this CLAUSE (4) to a Person other than the
               Company or another Wholly Owned Subsidiary of the Company or

                            (ii)  the issuance (other than directors' qualifying
               shares), sale, transfer or other disposition of shares of Capital
               Stock or other ownership interests (including by consolidation or
               merger) of such Wholly Owned Subsidiary to a Person other than
               the Company or another such Wholly Owned Subsidiary of the
               Company, the provisions of this PARAGRAPH (d) shall no longer be
               applicable to such Indebtedness and such Indebtedness shall be
               deemed to have been incurred at the time of any such issuance,
               sale, transfer or other disposition, as the case may be;


                                      -60-
<PAGE>


               (e)      Indebtedness of the Company or its Restricted
Subsidiaries under any Interest Rate Protection Agreement or Currency Agreement
to the extent entered into to hedge any other Indebtedness permitted under the
Indenture;

               (f)      Acquired Indebtedness to the extent the Company could
have incurred such Indebtedness in accordance with PARAGRAPH (a) above on the
date such Indebtedness became Acquired Indebtedness;

               (g)      Indebtedness incurred by the Company or any of its
Restricted Subsidiaries constituting reimbursement obligations with respect to
letters of credit issued in the ordinary course of business, including, without
limitation, letters of credit in response to worker's compensation claims or
self-insurance;

               (h)      Indebtedness arising from agreements of the Company or a
Restricted Subsidiary of the Company providing for indemnification, adjustment
of purchase price, earn-out or other similar obligations, in each case, incurred
or assumed in connection with the disposition of any business, assets or a
Subsidiary of the Company;

               (i)      Obligations in respect of performance and surety bonds
and completion guarantees provided by the Company or any Restricted Subsidiary
of the Company in the ordinary course of business;

               (j)      Indebtedness consisting of notes issued to employees,
officers or directors in connection with the redemption or repurchase of Capital
Stock held by such Persons in an aggregate amount not in excess of $10.0 million
at any time outstanding;

               (k)      Indebtedness consisting of take-or-pay obligations
contained in supply agreements entered into by the Company or its Restricted
Subsidiaries in the ordinary course;

               (l)      the International Guarantee and the guarantees by the
Company or any of its Restricted Subsidiaries of Indebtedness of the Company or
any Restricted Subsidiary permitted to be incurred under another provision of
the covenant; provided, that such guarantee is incurred at the same time as such
other Indebtedness (other than with respect to the guarantee of the 1998 Notes);

               (m)      Indebtedness incurred to renew, extend, refinance or
refund (collectively for purposes of this PARAGRAPH (m) to "refund") any
Indebtedness incurred pursuant to PARAGRAPHS (a) and (b) above; provided, that:


                                      -61-
<PAGE>


                            (i)   such Indebtedness does not exceed the
               principal amount (or accreted amount, if less) of Indebtedness
               so refunded plus the amount of any premium required to be paid
               in connection with such refunding pursuant to the terms of the
               Indebtedness refunded or the amount of any premium reasonably
               determined by the Company as necessary to accomplish such
               refunding by means of a tender offer, exchange offer, or
               privately negotiated repurchase, plus the expenses of the
               Company or such Restricted Subsidiary incurred in connection
               therewith and

                            (ii)  (A) in the case of any refunding of
               Indebtedness that is pari passu with the Securities, such
               refunding Indebtedness is made pari passu with or subordinate in
               right of payment to such Securities, and, in the case of any
               refunding of Indebtedness that is subordinate in right of payment
               to the Securities, such refunding Indebtedness is subordinate in
               right of payment to such Securities on terms no less favorable to
               the Holders than those contained in the Indebtedness being
               refunded,

                                 (B) in either case, the refunding Indebtedness
               by its terms, or by the terms of any agreement or instrument
               pursuant to which such Indebtedness is issued does not have an
               Average Life that is less than the remaining Average Life of the
               Indebtedness being refunded and does not permit redemption or
               other retirement (including pursuant to any required offer to
               purchase to be made by the Company or any of its Restricted
               Subsidiaries) of such Indebtedness at the option of the holder
               thereof prior to the final stated maturity of the Indebtedness
               being refunded, other than a redemption or other retirement at
               the option of the holder of such Indebtedness (including pursuant
               to a required offer to purchase made by the Company or any of its
               Restricted Subsidiaries) which is conditioned upon a change of
               control of the Company pursuant to provisions substantially
               similar to those contained in SECTION 5.9 herein and

                                 (C)  Indebtedness of a Restricted Subsidiary
               may not be incurred to refund any Indebtedness of the Company;

               (n)      Indebtedness of the Company under the Securities;

               (o)      the consummation of any Qualified Securitization
Transaction;

               (p)      Attributable Indebtedness relating to any Sale/Leaseback
Transaction with respect to the purchase of tooling and related manufacturing
equipment in the ordinary course of business consistent with past practices; and


                                      -62-
<PAGE>


               (q)      Indebtedness of the Company or its Restricted
Subsidiaries, not otherwise permitted to be incurred pursuant to PARAGRAPHS (a)
through (p) above, which, together with any other outstanding Indebtedness
incurred pursuant to this PARAGRAPH (q), has an aggregate principal amount not
in excess of $100.0 million at any time outstanding.

        SECTION 3.11.   LIMITATION ON PREFERRED STOCK OF RESTRICTED
SUBSIDIARIES. The Company will not cause or permit any of its Restricted
Subsidiaries to issue any Preferred Stock other than to the Company or to
another Restricted Subsidiary.

        SECTION 3.12.   LIMITATION ON RESTRICTED PAYMENTS.

               (a)      The Company will not, and will not cause or permit any
of its Restricted Subsidiaries to directly or indirectly:

                            (i)   declare or pay any dividend, or make any
               distribution of any kind or character (whether in cash, property
               or securities), in respect of any class of its Capital Stock or
               to the holders thereof in their capacity as stockholders,
               excluding any (A) dividend or distributions payable solely in
               shares of its Qualified Capital Stock or in options, warrants or
               other rights to acquire its Qualified Capital Stock or (B) in the
               case of any Restricted Subsidiary of the Company, dividends or
               distributions payable to the Company or a Restricted Subsidiary
               of the Company;

                            (ii)  purchase, redeem, or otherwise acquire or
               retire for value shares of Capital Stock of the Company or a
               Restricted Subsidiary of the Company, any securities
               convertible or exchangeable into shares of Capital Stock of
               the Company or a Restricted Subsidiary of the Company or any
               options, warrants or rights to purchase or acquire shares of
               Capital Stock of the Company or a Restricted Subsidiary of the
               Company, excluding any such shares of Capital Stock, options,
               warrants, rights or securities which are owned by the Company
               or a Restricted Subsidiary of the Company;

                            (iii) make any Investment (other than a Permitted
               Investment) in, or payment on a guarantee of any obligation of,
               any Person; or

                            (iv)  redeem, defease, repurchase, retire or
               otherwise acquire or retire for value, prior to any scheduled
               maturity, repayment or sinking fund payment, Indebtedness which
               is subordinate in right of payment to the Securities (each of the
               transactions described in PARAGRAPHS (a) through (d) above (other
               than any exception to any such clause) being a "Restricted
               Payment"),



                                      -63-
<PAGE>


if at the time thereof:

                            (i)   an Event of Default, or an event that with the
        passing of time or giving of notice, or both, would constitute an Event
        of Default, shall have occurred and be continuing, or

                            (ii)  upon giving effect to such Restricted Payment,
        the Company could not incur at least $1.00 of additional Indebtedness
        pursuant to the terms of this Indenture described in PARAGRAPH (a) of
        SECTION 3.10, or

                            (iii) upon giving effect to such Restricted Payment,
        the aggregate of all Restricted Payments made on or after the 1998 Notes
        Issue Date exceeds the sum (without duplication) of:

                                 (A) 50% of cumulative Consolidated Net Income
               of the Company (or, in the case cumulative Consolidated Net
               Income of the Company shall be negative, less 100% of such
               deficit) for the period (treated as an accounting period) from
               the 1998 Notes Issue Date through the last day of the Company's
               most recently ended fiscal quarter for which financial statements
               are available; plus

                                 (B) 100% of the aggregate net cash proceeds
               received after the 1998 Notes Issue Date, including the fair
               market value of readily marketable securities from the issuance
               of Qualified Capital Stock of the Company and warrants, rights or
               options on Qualified Capital Stock of the Company (other than in
               respect of any such issuance to a Subsidiary of the Company) and
               the principal amount of Indebtedness of the Company or a
               Subsidiary of the Company that has been converted into or
               exchanged for Qualified Capital Stock of the Company which
               Indebtedness was incurred after the 1998 Notes Issue Date; plus

                                 (C) in the case of the disposition or repayment
               of any Investment constituting a Restricted Payment made after
               the 1998 Notes Issue Date, an amount equal to the lesser of the
               return of capital with respect to such Investment and the cost of
               such Investment, in either case, less the cost of the disposition
               of such Investment; provided, that at the time any such
               Investment is made the Company delivers to the Trustee a
               resolution of the Board of Directors of the Company to the effect
               that, for purposes of this SECTION 3.12, such Investment
               constitutes a Restricted Payment made after the 1998 Notes Issue
               Date; plus

                                 (D) an amount equal to the sum of (1) the net
               reduction in Investments in Unrestricted Subsidiaries resulting
               from the receipt of dividends,

                                      -64-
<PAGE>
               repayments of loans or advances or other transfers of assets or
               proceeds from the disposition of Capital Stock or other
               distributions or payments, in each case to the Company or any
               Restricted Subsidiary from, or with respect to, interests in
               Unrestricted Subsidiaries, and (2) the portion (proportionate
               to the Company's equity interest in such Subsidiary) of the
               fair market value of the net assets of an Unrestricted Subsidiary
               at the time such Unrestricted Subsidiary is designated a
               Restricted Subsidiary; provided, that the foregoing sum shall
               not exceed, in the case of any Unrestricted Subsidiary, the
               amount of Investments previously made (and treated as a
               Restricted Payment) by the Company or any Restricted Subsidiary
               in such Unrestricted Subsidiary subsequent to the 1998 Notes
               Issue Date; plus

                                 (E) $25.0 million.

For purposes of determining the amount expended for Restricted Payments under
this SECTION 3.12, property other than cash shall be valued at its fair market
value.

               (b)      Notwithstanding the foregoing, the provisions set forth
PARAGRAPH (a) above will not prohibit:

                            (i)   any dividend on any class of Capital Stock of
               the Company or any of its Restricted Subsidiaries paid within 60
               days after the declaration thereof if, on the date when the
               dividend was declared, the Company or any of its Restricted
               Subsidiaries, as the case may be, could have paid such dividend
               in accordance with the provisions of the Indenture;

                            (ii)  the renewal, extension, refunding or
               refinancing of any Indebtedness otherwise permitted pursuant to
               the terms of this Indenture;

                            (iii) the exchange or conversion of any Indebtedness
               of the Company or any of its Restricted Subsidiaries for or into
               Qualified Capital Stock of the Company;

                            (iv)  any Restricted Payments, including loans or
               other advances made pursuant to any employee benefit plans
               (including plans for the benefit of directors) or employment
               agreements or other compensation arrangements, in each case as
               approved by the Board of Directors of the Company in its good
               faith judgment;

                            (v)   so long as no Default or Event of Default has
               occurred and is continuing, any Investment made with the proceeds
               of a substantially concurrent sale of Qualified Capital Stock of
               the Company; provided, that the proceeds of

                                      -65-
<PAGE>

               such sale of Qualified Capital Stock shall not be (and have
               not been) included in CLAUSE (iii) of PARAGRAPH (a) above;

                            (vi)  the redemption, repurchase, retirement or
               other acquisition of any Capital Stock of the Company in
               exchange for or out of the net cash proceeds of the
               substantially concurrent sale (other than to a Restricted
               Subsidiary of the Company) of Qualified Capital Stock of the
               Company; provided, that the proceeds of such sale of Capital
               Stock shall not be (and have not been) included in CLAUSE (iii)
               of PARAGRAPH (a) above;

                            (vii) so long as no Event of Default has occurred
               and is continuing, the redemption, repurchase, retirement or
               other acquisition of any Subordinated Indebtedness of the
               Company in exchange for or out of the net cash proceeds of the
               substantially concurrent sale (other than to a Subsidiary of the
               Company) of Qualified Capital Stock of the Company; provided,
               that the proceeds of such sale of Qualified Capital Stock shall
               not be (and have not been) included in CLAUSE (iii) of PARAGRAPH
               (a) above;

                            (viii) Investments in NFC made pursuant to the
               Support Agreement to the extent required by the Support
               Agreement;

                            (ix)  the declaration and payment of dividends to
               holders of any class of Preferred Stock issued after the Issue
               Date; provided, that at the time of the issuance of such
               Preferred Stock, the Company, after giving pro forma effect to
               such issuance, would have been able to incur at least $1.00 of
               additional Indebtedness pursuant to the terms of this Indenture;

                            (x)   so long as no Event of Default has occurred
               and is continuing, any purchase or redemption or other
               retirement for value of Capital Stock of the Company required
               pursuant to any shareholders agreement, management agreement or
               employee stock option agreement in accordance with the
               provisions of any such arrangement in an amount not to exceed
               $10.0 million in the aggregate;

                            (xi)  repurchases of Capital Stock deemed to occur
               upon the exercise of stock options if such Capital Stock
               represents a portion of the exercise price thereof;

                            (xii) payments not to exceed $500,000 per annum in
               the aggregate to enable the Company to make payments to holders
               of its Capital Stock in lieu of issuance of fractional shares of
               its Capital Stock;


                                      -66-
<PAGE>


                            (xiii) so long as no Event of Default has occurred
               and is continuing, the redemption of any stock purchase rights
               under a rights plan in an aggregate amount not to exceed $1.0
               million; and

                            (xiv) so long as no Event of Default has occurred
               and is continuing, Investments in Permitted Joint Ventures and
               designations of Restricted Subsidiaries as Unrestricted
               Subsidiaries; provided, that after giving pro forma effect to
               such Investment, the Company could incur at least $1.00 of
               additional Indebtedness pursuant to the terms of this Indenture
               described in CLAUSE (a) of SECTION 3.10 herein.

        Each Restricted Payment described in CLAUSES (i), (iv), (viii) and (x)
of this PARAGRAPH (b) shall be taken into account (and the Restricted Payments
described in the remaining clauses shall not be taken into account) for purposes
of computing the aggregate amount of all Restricted Payments made pursuant to
CLAUSE (iii) of PARAGRAPH (a) above. In addition, all Restricted Payments made
from the 1998 Notes Issue Date to the Issue Date that are not taken into account
for purposes of computing the aggregate amount of all Restricted Payments under
the indentures relating to the 1998 Notes shall not be taken into account for
purposes of computing the aggregate amount of all Restricted Payments made
pursuant to CLAUSE (iii) of PARAGRAPH (a) above.

        SECTION 3.13.   LIMITATION ON CERTAIN ASSET DISPOSITIONS. The Company
will not, and will not cause or permit any of its Restricted Subsidiaries to,
directly or indirectly, make one or more Asset Dispositions unless:

               (a)      the Company or the Restricted Subsidiary, as the case
may be, receives consideration for such Asset Disposition at least equal to the
fair market value of the assets sold or disposed of (as determined in good faith
by the Company);

               (b)      not less than 75% of the consideration for the
disposition consists of cash or readily marketable cash equivalents or the
assumption of Indebtedness (other than non- recourse Indebtedness or any
Indebtedness subordinated to the Securities) of the Company or such Restricted
Subsidiary or other obligations relating to such assets (and release of the
Company or such Restricted Subsidiary from all liability on the Indebtedness or
other obligations assumed); and

               (c)      all Net Available Proceeds, less any amounts invested or
committed to be invested within 360 days of such Asset Disposition in assets
related to the business of the Company (including capital expenditures or the
Capital Stock of another Person (other than the Company or any Person that is a
Restricted Subsidiary of the Company immediately prior to such investment);
provided, that immediately after giving effect to any such investment (and not
prior thereto) such Person shall be a Restricted Subsidiary of the Company), are
applied, on or prior to

                                      -67-
<PAGE>

the 360th day after such Asset Disposition (unless and to the extent that the
Company shall determine to make an Offer to Purchase), either to

                            (i)   the permanent reduction and prepayment of any
               Indebtedness of the Company (other than Indebtedness which is
               expressly subordinate to the applicable issue of Securities) then
               outstanding (including a permanent reduction of commitments in
               respect thereof) or

                            (ii)  the permanent reduction and repayment of any
               Indebtedness of any Restricted Subsidiary of the Company then
               outstanding (including a permanent reduction of commitments in
               respect thereof).

The 361st day after such Asset Disposition shall be deemed to be the "ASSET SALE
OFFER TRIGGER DATE," and the amount of Net Available Proceeds from Asset
Dispositions otherwise subject to the preceding provisions not so applied or as
to which the Company has determined not to so apply shall be referred to as the
"UNUTILIZED NET AVAILABLE PROCEEDS." Within fifteen days after the Asset Sale
Offer Trigger Date, the Company shall make an Offer to Purchase the outstanding
applicable issue of Securities at a purchase price in cash equal to 100% of
their principal amount plus any accrued and unpaid interest thereon to the
Purchase Date. Notwithstanding the foregoing, the Company may defer making any
Offer to Purchase outstanding Securities until there are aggregate Unutilized
Net Available Proceeds equal to or in excess of $25.0 million (at which time,
the entire Unutilized Net Available Proceeds, and not just the amount in excess
of $25.0 million, shall be applied as required pursuant to this paragraph).
Pending application of the Unutilized Net Available Proceeds pursuant to this
covenant, such Unutilized Net Available Proceeds shall be invested in Permitted
Investments of the types described in CLAUSES (1), (2) and (3) of the definition
of "Permitted Investments."

        If any Indebtedness of the Company or any of its Restricted
Subsidiaries ranking pari passu with the Securities requires that prepayment
of, or an offer to prepay, such Indebtedness be made with any Net Available
Proceeds, the Company may apply such Net Available Proceeds pro rata (based
on the aggregate principal amount of the Securities then outstanding and the
aggregate principal amount (or accreted value, if less) of all such other
Indebtedness then outstanding) to the making of an Offer to Purchase the
Securities in accordance with the foregoing provisions and the prepayment or
the offer to prepay such pari passu Indebtedness. Any remaining Net Available
Proceeds following the completion of the required Offer to Purchase may be
used by the Company for any other purpose (subject to the other provisions of
the Indenture) and the amount of Net Available Proceeds then required to be
otherwise applied in accordance with this covenant shall be reset to zero,
subject to any subsequent Asset Disposition. These provisions will not apply
to a transaction consummated in compliance with the provisions of this
Indenture.


                                      -68-
<PAGE>


        Notwithstanding the foregoing, the provisions of this covenant shall not
apply to any Sale/Leaseback Transaction with respect to the purchase of tooling
and related manufacturing equipment in the ordinary course of business
consistent with past practices.

        In the event that the Company makes an Offer to Purchase the Securities,
the Company shall comply with any applicable securities laws and regulations,
including any applicable requirements of Section 14(e) of, and Rule 14e-1 under,
the Exchange Act and any violation of the provisions of the Indenture relating
to such Offer to Purchase occurring as a result of such compliance shall not be
deemed an Event of Default or an event that with the passing of time or giving
of notice, or both, would constitute an Event of Default.

        SECTION 3.14.   LIMITATION ON SALE/LEASEBACK TRANSACTIONS. The Company
shall not, and shall not cause or permit any Restricted Subsidiary to, enter
into any Sale/Leaseback Transaction with respect to any property unless:

               (a)      the Company or such Restricted Subsidiary would be
entitled to (i) incur Indebtedness in an amount equal to the Attributable
Indebtedness with respect to such Sale/Leaseback Transaction pursuant to
PARAGRAPH (a) of SECTION 3.10 and (ii) create a Lien on such property securing
such Attributable Indebtedness without securing the Securities pursuant to
SECTION 3.9 herein;"

               (b)      the net proceeds received by the Company or any
Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at
least equal to the fair value (as determined by the Board of Directors) of such
property; and

               (c)      the Company applies the proceeds of such transaction in
compliance with SECTION 3.13 herein.

Notwithstanding the foregoing, the provisions of this covenant shall not
prohibit the Company or any Restricted Subsidiary from entering into any
Sale/Leaseback Transaction with respect to the purchase of tooling and
related manufacturing equipment in the ordinary course of business consistent
with past practices.

        SECTION 3.15.   LIMITATION ON PAYMENT RESTRICTIONS AFFECTING RESTRICTED
SUBSIDIARIES.


               (a)      The Company will not, and will not cause or permit any
of its Restricted Subsidiaries to, directly or indirectly, create or suffer to
exist or allow to become effective any consensual encumbrance or restriction of
any kind on the ability of any such Restricted Subsidiary to:


                                      -69-
<PAGE>


                            (i)   pay dividends, in cash or otherwise, or make
               other payments or distributions on its Capital Stock or any other
               equity interest or participation in, or measured by, its profits,
               owned by the Company or by any Restricted Subsidiary of the
               Company, or make payments on any Indebtedness owed to the Company
               or to any Restricted Subsidiary of the Company;

                            (ii)  make loans or advances to the Company or to

               any Restricted Subsidiary of the Company; or

                            (iii) transfer any of their respective property or
               assets to the Company or to any Restricted Subsidiary of the
               Company.

               (b)      The restrictions in PARAGRAPH (a) above, however, will
not apply to encumbrances or restrictions existing under or by reason of:

                            (i)   applicable law or regulations;

                            (ii)  customary provisions restricting subletting or
               assignment of any lease governing a leasehold interest of any
               Restricted Subsidiary of the Company;

                            (iii) Indebtedness or any other contractual
               requirements (including pursuant to any corporate governance
               documents in the nature of a charter or by- laws) of a
               Securitization Subsidiary arising in connection with a Qualified
               Securitization Transaction, provided, that any such encumbrances
               and restrictions apply only to such Securitization Subsidiary;

                            (iv)  any agreement in effect on the Issue Date as
               any such agreement is in effect on such date;

                            (v)   any agreement relating to any Indebtedness
               incurred by such Restricted Subsidiary prior to the date on which
               such Restricted Subsidiary became a Subsidiary of the Company and
               outstanding on such date and not incurred in anticipation or
               contemplation of becoming a Subsidiary of the Company, provided,
               such encumbrance or restriction shall not apply to any assets of
               the Company or its Restricted Subsidiaries other than such
               Restricted Subsidiary; and

                            (vi)  the Indenture.

        SECTION 3.16.   LIMITATION ON TRANSACTIONS WITH AFFILIATES.


                                      -70-
<PAGE>


               (a)      The Company will not, and will not cause or permit any
of its Restricted Subsidiaries to:

                            (i)   sell, lease, transfer or otherwise dispose of
               any of its property or assets to,

                            (ii)  purchase any property or assets from,

                            (iii) make any Investment in, or

                            (iv)  enter into or amend or extend any contract,
               agreement or understanding with or for the benefit of, any
               Affiliate of the Company or of any Subsidiary (an "AFFILIATE
               TRANSACTION"),

other than Affiliate Transactions that are on terms that are fair and reasonable
to the Company or such Restricted Subsidiary of the Company and that are no less
favorable to the Company or such Restricted Subsidiary of the Company than those
that could be obtained in a comparable arm's length transaction by the Company
or such Restricted Subsidiary of the Company from an unaffiliated party;
provided, that if the Company or any Restricted Subsidiary of the Company enters
into an Affiliate Transaction or series of Affiliate Transactions involving or
having an aggregate value of more than $20.0 million, a majority of the
disinterested members of the Board of Directors of the Company or a committee
thereof shall, prior to the consummation of such Affiliate Transaction, have
determined (as evidenced by a resolution thereof) that such Affiliate
Transaction meets the foregoing standard.

               (b)      The restrictions in PARAGRAPH (a) above shall not apply
to:

                            (i)   any transaction between Restricted
               Subsidiaries of the Company, or between the Company and any
               Restricted Subsidiary of the Company if such transaction is not
               otherwise prohibited by the terms of the Indenture;

                            (ii)  transactions entered into pursuant to the
               terms of the Master Intercompany Agreement and the Tax
               Allocation Agreement;

                            (iii) transactions entered into in the ordinary
               course of business;

                            (iv)  Qualified Securitization Transactions;

                            (v)   reasonable fees and compensation paid to and
               advances of expenses to and indemnity provided on behalf of
               officers, directors, employees or

                                      -71-
<PAGE>

               consultants of the Company or any Subsidiary as determined in
               good faith by the Company's Board of Directors or senior
               management;

                            (vi)  any agreement as in effect as of the Issue
               Date or any amendment thereto or any transaction contemplated
               thereby (including pursuant to any amendment thereto) or in any
               replacement agreement thereto so long as any such management or
               replacement agreement is not more disadvantageous to the Holders
               in any material respect than the original agreement as in effect
               on the Issue Date;

                            (vii) Restricted Payments permitted by the
               Indenture;

                            (viii)loans or advances to employees or consultants
               in the ordinary course of business and consistent with past
               practices in an aggregate amount outstanding at any time not to
               exceed $10.0 million;

                            (ix)  joint venture partners or purchasers or
               sellers of goods or services, in each case in the ordinary
               course of business (including, without limitation, pursuant to
               joint venture agreements) and otherwise in compliance with the
               terms of the Indenture which are fair to the Company or its
               Restricted Subsidiaries, in the reasonable determination of the
               senior management of the Company, or are on terms at least as
               favorable as might reasonably have been obtained at such time
               from an unaffiliated party; and

                            (x)   any employment or compensation arrangement
               entered into by the Company or any of its Restricted Subsidiaries
               in the ordinary course of business that is not otherwise
               prohibited by the Indenture.

        SECTION 3.17.   LIMITATION ON GUARANTEES BY RESTRICTED SUBSIDIARIES.

               (a)      The Company shall not cause or permit any of its
Restricted Subsidiaries, directly or indirectly, to guarantee the payment of
any Indebtedness of the Company, which, in the aggregate, together with all
other Indebtedness of the Company that is guaranteed by Restricted
Subsidiaries, does not exceed $25 million, unless such Restricted Subsidiary
of the Company simultaneously executes and delivers a supplemental indenture
to the Indenture providing for the guarantee of payment of the Securities by
such Restricted Subsidiary of the Company; provided, any guarantee by a
Subsidiary Guarantor of such other Indebtedness:

                            (i)   (A) (1) is unsecured or (2) is secured and (I)
               in the case of any such guarantee of Indebtedness of the Company
               ranking pari passu with the Securities, the Subsidiary Guarantees
               are secured equally and ratably with any

                                      -72-
<PAGE>

               Liens securing such guarantee and (II) in the case of any such
               guarantee of Indebtedness of the Company subordinated to the
               Securities, the relevant Subsidiary Guarantees are secured on a
               basis ranking prior to the Liens securing such guarantee and

                            (B)   (1) in the case of any such guarantee of
               Indebtedness of the Company subordinated or junior to the
               Securities (whether pursuant to its terms or by operation of
               law), such guarantee is subordinated pursuant to a written
               agreement to the relevant Subsidiary Guarantees at least to the
               same extent and in the same manner as such other Indebtedness is
               subordinated to the Securities, or (2) the Subsidiary Guarantees
               are not subordinated or junior to any Indebtedness of such
               Subsidiary Guarantor; and

                            (ii)  such Subsidiary Guarantor waives, and agrees
               it will not in any manner whatsoever claim or take the benefit or
               advantage of, any rights of reimbursement, indemnity or
               subrogation or any other rights against the Company or any other
               Subsidiary of the Company as a result of any payment by it under
               such Subsidiary Guarantees.

               (b)      Notwithstanding the foregoing, any Subsidiary Guarantee
shall provide by its terms that it shall be automatically and unconditionally
released and discharged upon either (a) the unconditional release or discharge
of such Subsidiary Guarantor's guarantees of all other Indebtedness of the
Company (other than a release resulting from payment under such Subsidiary
Guarantor's guarantees) or (b) any sale, exchange or transfer, to any Person not
an Affiliate of the Company, of all (but not less than all) of the Capital Stock
of such Subsidiary Guarantor, or all or substantially all of the assets of such
Subsidiary Guarantor, pursuant to a transaction which is in compliance with all
of the terms of the Indenture.

               (c)      The Company shall cause each Restricted Subsidiary of
the Company that guarantees the payment of any Indebtedness of the Company,
which, in the aggregate, together with all other Indebtedness of the Company
that is guaranteed by Restricted Subsidiaries of the Company, exceeds $25
million, after the Issue Date, to execute and deliver to the Trustee, promptly
upon any such formation or acquisition (a) a supplemental indenture in form and
substance satisfactory to the Trustee which subjects such subsidiary to the
provisions of this Indenture as a Subsidiary Guarantor, and (b) an Opinion
of Counsel to the effect that such supplemental indenture has been duly
authorized and executed by such subsidiary and constitutes the legal, valid,
binding and enforceable obligation of such subsidiary (subject to such customary
exceptions concerning fraudulent conveyance laws, creditors' rights and
equitable principles as may be acceptable to the Trustee in its discretion).


                                      -73-
<PAGE>


                                   ARTICLE IV

                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

        SECTION 4.1.    CONSOLIDATION, MERGER OR SALE OF ASSETS PERMITTED.

               (a)      The Company will not, in a single transaction or series
of related transactions, consolidate or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of (and the Company will not cause
or permit any of its Restricted Subsidiaries to sell, assign, transfer, lease,
convey or otherwise dispose of) all or substantially all of the Company's and
its Restricted Subsidiaries' assets (determined on a consolidated basis for the
Company and its Restricted Subsidiaries) to any Person or adopt a Plan of
Liquidation unless:

                            (i)   either (A) the Company shall be the surviving
               or continuing corporation or (B) the Person (if other than the
               Company) formed by such consolidation or into which the Company
               is merged or the Person which acquires by conveyance, transfer or
               lease the properties and assets of the Company and its Restricted
               Subsidiaries substantially as an entirety or in the case of a
               Plan of Liquidation, or Person to which assets of the Company and
               its Restricted Subsidiaries have been transferred (1) shall be a
               corporation, limited liability company or partnership organized
               and validly existing under the laws of the United States or any
               State thereof or the District of Columbia and (2) shall expressly
               assume, by supplemental indenture (in form and substance
               satisfactory to the Trustee), executed and delivered to the
               Trustee, the due and punctual payment of the principal of, and
               premium, if any, and interest on all of the Securities and the
               performance of every covenant of the Securities and the Indenture
               on the part of the Company to be performed or observed;

                            (ii)  immediately after giving effect to such
               transaction and the assumption contemplated by CLAUSE (i)(B)(2)
               above (including giving effect to any Indebtedness and Acquired
               Indebtedness incurred or anticipated to be incurred in connection
               with or in respect of such transaction), the Company (in the case
               of CLAUSE (A) of the foregoing CLAUSE (i)) or such Person (in the
               case of CLAUSE (2) thereof) could incur at least $1.00 of
               additional Indebtedness pursuant to clause (a) of SECTION 3.10
               herein;

                            (iii) immediately before and after giving effect to
               such transaction and the assumption contemplated by CLAUSE
               (i)(B)(2) above (including giving effect to any Indebtedness and
               Acquired Indebtedness incurred or anticipated to be incurred in
               connection with or in respect of the transaction) no Default and
               no Event of Default shall have occurred or be continuing; and


                                      -74-
<PAGE>


                            (iv)  the Company or such Person shall have
               delivered to the Trustee (A) an Officers' Certificate and an
               Opinion of Counsel, each stating that such consolidation,
               merger, conveyance, transfer or lease or Plan of Liquidation
               and, if a supplemental indenture is required in connection with
               such transaction, such supplemental indenture, comply with this
               provision of the Indenture and that all conditions precedent in
               the Indenture relating to such transaction have been satisfied
               and (B) a certificate from the Company's independent certified
               public accountants stating that the Company has made the
               calculations required by CLAUSE (ii) above in accordance with
               the terms of the Indenture.

               (b)      Notwithstanding PARAGRAPH (a) above:

                            (i)   a Restricted Subsidiary of the Company may
               consolidate with, or merge with or into, or sell, assign,
               transfer, lease, convey or otherwise dispose of all or
               substantially all of its assets to, the Company or another
               Restricted Subsidiary of the Company without complying with
               CLAUSE (ii) of the preceding paragraph;

                            (ii)  a series of transactions involving the sale of
               Receivables or interests therein by a Securitization Subsidiary
               in connection with a Qualified Securitization Transaction shall
               not be deemed to be the sale of all or substantially all of the
               Company's assets to the extent such transactions are consummated
               in the ordinary course of business; and

                            (iii) the provisions of CLAUSE (i) of the preceding
               paragraph shall not prohibit the Company or any Restricted
               Subsidiary from selling, assigning, transferring, leasing,
               conveying or otherwise disposing of all or substantially all of
               its assets to a Permitted Joint Venture in a transaction entered
               into in compliance with SECTION 3.12 herein.

                            (iv)  the provisions of PARAGRAPH (A)(ii) above
               shall not apply to the Company and its Restricted Subsidiaries
               after such time as the conditions set forth in SECTION 3.1 herein
               are satisfied

        For purposes of the foregoing, the transfer (by lease, assignment, sale
or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries of the Company, the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.


                                      -75-
<PAGE>


        Upon any such consolidation, merger, conveyance, lease or transfer in
accordance with the foregoing, the successor Person formed by such consolidation
or into which the Company is merged or to which such conveyance, lease or
transfer is made will succeed to, and be substituted for, and may exercise every
right and power of, the Company under the Indenture with the same effect as if
such successor had been named as the Company therein, and thereafter (except in
the case of a sale, assignment, transfer, lease, conveyance or other
disposition) the predecessor corporation will be relieved of all further
obligations and covenants under the Indenture and the Securities.

                                    ARTICLE V

                            REDEMPTION OF SECURITIES

        SECTION 5.1.    APPLICABILITY OF ARTICLE. The Securities shall be
redeemable in accordance with their terms and in accordance with this Article.

        SECTION 5.2.    ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of
the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In the case of any redemption at the election of the Company
of less than all the Securities , the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and
Redemption Price, of the principal amount of Securities to be redeemed.

        SECTION 5.3.    SELECTION OF SECURITIES TO BE REDEEMED. If less than all
the Securities are to be redeemed, the particular Securities to be redeemed will
be selected not more than 60 days prior to the redemption date by the Trustee in
compliance with any applicable rules of the principal U.S. securities exchange,
if any, on which the Securities are listed or, if the Securities are not listed
on a U.S. securities exchange or if there are no applicable rules, on a pro rata
basis, by lot or by such other method as such Trustee will deem appropriate;
PROVIDED that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. The Trustee shall make the selection
from the Securities that are Outstanding that have not previously been called
for redemption and may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for the Securities, or any
integral multiple of $1,000 in excess thereof) of the principal amount of the
Securities of a denomination larger than the minimum authorized denomination for
Securities.

        The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed. If the
Company shall so direct, Securities registered in the name of the Company, any
Affiliate of the Company or any Subsidiary of the Company thereof shall not be
included in the Securities selected for redemption.


                                      -76-
<PAGE>


        For purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

        SECTION 5.4.    NOTICE OF REDEMPTION. At least 30 but no more than 60
days before any redemption date the Company will deliver written notice of such
redemption to the Trustee and mail a notice of redemption first-class postage
prepaid to each holder of Securities to be redeemed at its registered address.

          All notices of redemption shall state:

               (a)      the Redemption Date;

               (b)      the Redemption Price;

               (c)      if less than all of the Outstanding Securities are to be
redeemed, the identification (and in the case of partial redemption, the
principal amounts) of the particular Security or Securities to be redeemed;

               (d)      in case any Security is to be redeemed in part only, the
notice which relates to such Security shall state that on and after the
Redemption Date, upon surrender of such Security, the Holder will receive,
without charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed;

               (e)      the Place of Payment where such Securities are to be
surrendered for payment for the Redemption Price;

               (f)      that Securities called for redemption must be
surrendered to the Paying Agent to collect the Redemption Price;

               (g)      that, on the Redemption Date, the Redemption Price will
become due and payable upon each such Security, or the portion thereof, to be
redeemed and, if applicable, that interest thereon will cease to accrue on and
after said date; and

               (h)      the CUSIP, ISIN or Common Code number, if any, of the
Securities.

        Notice of redemption of Securities to be redeemed shall be given by the
Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company.


                                      -77-
<PAGE>


        SECTION 5.5.    DEPOSIT OF REDEMPTION PRICE. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in SECTION 3.3) an amount of money sufficient to pay on the
Redemption Date the Redemption Price of, and (unless the Redemption Date shall
be an interest payment date) interest accrued to the Redemption Date on, all
Securities or portions thereof which are to be redeemed on that date.

        SECTION 5.6.    SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security,
for redemption in accordance with said notice, such Security shall be paid by
the Company at the Redemption Price, together with accrued interest to the
Redemption Date; PROVIDED, HOWEVER, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more predecessor Securities, registered as such at
the close of business on the relevant record dates according to their terms.

        If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

        SECTION 5.7.    SECURITIES REDEEMED IN PART. Upon surrender of a
Security that is redeemed in part at the office or agency of the Company
maintained for such purpose pursuant to SECTION 3.2 herein (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
that Security, without service charge, a new Security or Securities, having the
same form, terms and Stated Maturity, in any authorized denomination equal in
aggregate principal amount to the unredeemed portion of the principal amount of
the Security surrendered.

        SECTION 5.8.    OPTIONAL REDEMPTION. The Company may at its option
redeem all or part of the Securities. Any redemption pursuant to this SECTION
5.8 shall be made pursuant to the provisions of SECTION 5.1 through 5.7 herein.
The Redemption Price will equal the greater of:

               (a)      100% of the principal amount of the Securities to be
redeemed; or

               (b)      the sum of the present values of the Remaining Scheduled
Payments of the Securities discounted to the Redemption Date, on a semiannual
basis (assuming a 360-day year consisting of twelve 30 day months), at the
Treasury Rate plus 50 basis points


                                      -78-
<PAGE>


        plus, in each case, accrued interest thereon to the Redemption Date.

        SECTION 5.9.    OFFER TO REPURCHASE UPON A CHANGE OF CONTROL.

               (a)      If a Change of Control occurs, each Holder shall have
the right to require the Company to repurchase all or any part (equal to $1,000
or an integral multiple of $1,000) of that Holder's Securities pursuant to the
Change of Control offer on the terms set forth in this Indenture (a "CHANGE OF
CONTROL OFFER"). In the Change of Control Offer, the Company shall offer a
Change of Control Payment in cash equal to 101% of the aggregate principal
amount of Securities repurchased plus accrued and unpaid interest on the
Securities repurchased to the date of purchase. Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder stating:

                            (i)   the transaction or transactions that
               constitute the Change of Control and Ratings Event;

                            (ii)  that the Change of Control Offer is being made
               pursuant to this SECTION 5.9 and that all Securities tendered
               shall be accepted for payment;

                            (iii) the purchase price and the purchase date,
               which date shall be no earlier than 30 days and no later than 60
               days from the date the notice is mailed (the "CHANGE OF CONTROL
               PAYMENT DATE");

                            (iv)  that any Security not tendered shall continue
               to accrue interest;

                            (v)   that, unless the Company defaults in the
               payment of the Change of Control Payment, all Securities accepted
               for payment pursuant to the Change of Control Offer shall cease
               to accrue interest after the Change of Control Payment Date;

                            (vi)  that Holders electing to have any Securities
               purchased pursuant to a Change of Control Offer shall be required
               to surrender the Securities, with the form entitled "Option of
               Holder to Elect Purchase" on the reverse of the Securities
               completed, to the Paying Agent at the address specified in the
               notice prior to the close of business on the third Business Day
               preceding the Change of Control Payment Date;

                            (vii) that Holders shall be entitled to withdraw
               their election if the Paying Agent receives, not later than the
               close of business on the second Business Day preceding the Change
               of Control Payment Date, a telegram, telex, facsimile


                                      -79-
<PAGE>

               transmission or letter setting forth the name of the Holder, the
               principal amount of Securities delivered for purchase, and a
               statement that such Holder is withdrawing his election to have
               the Securities purchased; and

                            (viii) that Holders whose Securities are being
               purchased only in part shall be issued new Securities equal in
               principal amount to the unpurchased portion of the Securities
               surrendered, which unpurchased portion must be equal to $1,000 in
               principal amount or an integral multiple thereof.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent those
laws and regulations are applicable in connection with the repurchase of the
Securities as a result of a Change of Control. To the extent that the provisions
of any securities laws or regulations conflict with the Change of Control
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Change of Control provisions of this Indenture by virtue
of such conflict.

               (b)      On the Change of Control Payment Date, the Company
shall, to the extent lawful:

                            (i)   accept for payment all Securities or portions
               of Securities properly tendered pursuant to the Change of Control
               offer;

                            (ii)  deposit with the Paying Agent an amount equal
               to the Change of Control Payment in respect of all Securities or
               portions of Securities properly tendered; and

                            (iii) deliver or cause to be delivered to the
               Trustee the Securities so accepted together with an Officers'
               Certificate stating the aggregate principal amount of Securities
               or portions of Securities being purchased by the Company.

        The Paying Agent shall promptly mail to each Holder of Securities
properly tendered the Change of Control Payment for such Securities, and the
Trustee shall promptly authenticate and mail (or cause to be transferred by
book entry) to each Holder a new Security equal in principal amount to any
unpurchased portion of the Securities surrendered, if any; provided that each
new Security will be in a principal amount of $1,000 or an integral multiple
of $1,000.

        The Company shall publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Change of Control Payment Date.


                                      -80-
<PAGE>


        The provisions described above that require the Company to make a Change
of Control Offer following a Change of Control will be applicable regardless of
whether any other provisions of this Indenture are applicable. Except as
described above with respect to a Change of Control, this Indenture does not
contain provisions that permit the Holders of the Securities to require that the
Company repurchase or redeem the Securities in the event of a takeover,
recapitalization or similar transaction.

        The Company shall not be required to make a Change of Control Offer upon
a Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Indenture applicable to a Change of Control Offer made by the Company
and purchases all Securities properly tendered and not withdrawn under such
Change of Control Offer.

        The definition of Change of Control includes a phrase relating to the
direct or indirect sale, lease, transfer, conveyance or other disposition of
"all or substantially all" of the properties or assets of the Company and its
Subsidiaries taken as a whole. Although there is a limited body of case law
interpreting the phrase "substantially all," there is no precise established
definition of the phrase under applicable law. Accordingly, the ability of a
Holder of Securities to require the Company to repurchase such Securities as a
result of a sale, lease, transfer, conveyance or other disposition of less than
all of the assets of the Company and its Subsidiaries taken as a whole to
another Person or group may be uncertain.


                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

        SECTION 6.1.    EVENTS OF DEFAULT. An "EVENT OF DEFAULT" occurs with
respect to the Securities if (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or 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 principal of, or premium,
if any, or liquidated damages (as required by the Registration Rights
Agreement) on any Security when due at maturity, upon repurchase, upon
acceleration or otherwise, including, without limitation, failure of the
Company to repurchase any Security on the date required following a Change of
Control; or

               (b)      default in the payment of any installment of interest on
any Security when due and continuance of such Default for 30 days or more; or

               (c)      failure to observe, perform or comply with SECTION 4.1;
or


                                      -81-
<PAGE>


               (d)      default (other than a default set forth in PARAGRAPHS
(a), (b) and (c) above) in the performance of, or breach of, any other covenant
or warranty of the Company or of any Restricted Subsidiary in the Indenture, or
in the Securities and failure to remedy such default or breach within a period
of 30 days after written notice from the Trustee or the Holders of at least 25%
in aggregate principal amount of the then outstanding Securities; or

               (e)      default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any Subsidiary of the
Company (or the payment of which is guaranteed by the Company or any Restricted
Subsidiary of the Company), which default is caused by a failure to pay
principal of or premium, if any, on such Indebtedness upon its stated maturity
or which default results in the acceleration of such Indebtedness prior to its
express maturity and the principal amount of any such Indebtedness, together
with the principal amount of any other such Indebtedness the maturity of which
has been so accelerated, aggregates $20.0 million or more and such acceleration
has not been rescinded or annulled or such Indebtedness discharged in full
within 30 days; or

               (f)      the entry by a court of competent jurisdiction of one or
more judgments, orders or decrees against the Company or any Subsidiary of the
Company or any of their respective property or assets in an aggregate amount in
excess of $20.0 million, which judgments, orders or decrees have not been
vacated, discharged, satisfied or stayed pending appeal within 30 days from the
entry thereof and with respect to which legal enforcement proceedings have been
commenced;

               (g)      the Company or a Material Subsidiary, pursuant to or
within the meaning of any Bankruptcy Law, (i) commences a voluntary case or
proceeding, (ii) consents to the entry of an order for relief against it in an
involuntary case or proceeding, (iii) consents to the appointment of a Custodian
of it or for all or substantially all of its property, (iv) makes a general
assignment for the benefit of its creditors, (v) makes an admission in writing
of its inability to pay its debts generally as they become due or (vi) takes
corporate action in furtherance of any such action; or

               (h)      a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company or
a Material Subsidiary, in an involuntary case, (ii) adjudges the Company or a
Material Subsidiary as bankrupt or insolvent, or approves as properly filed a
petition seeking reorganization, arrangement, and adjustment or composition
of or in respect of the Company or a Material Subsidiary, or appoints a
Custodian of the Company or a Material Subsidiary, or for all or
substantially all of its property, or (iii) orders the liquidation of the
Company or a Material Subsidiary and the decree remains unstayed and in
effect for 60 days.


                                      -82-
<PAGE>


        The Company shall deliver to the Trustee, as soon as practicable (and in
any event within five Business Days), written notice in the form of an Officers'
Certificate with two executive officers of any Default, its status and what
action the Company is taking or proposes to take with respect thereto.

        As used in this Indenture, the term "BANKRUPTCY LAW" means Title 11,
U.S. Code, or any similar federal or state bankruptcy, insolvency,
reorganization or other law for the relief of debtors. As used in this
Indenture, the term "CUSTODIAN" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

        SECTION 6.2.    ACCELERATION; RESCISSION AND ANNULMENT. If an Event of
Default (other than an Event of Default specified in SECTION 6.1(g) or (h) above
involving the Company) occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
then outstanding Securities may, and the Trustee shall upon the request of
Holders of not less than 25% in aggregate principal amount of the Securities
then outstanding, declare the unpaid principal of, premium, if any, and accrued
and unpaid interest on all the Securities then outstanding to be due and
payable, by a notice in writing to the Company (and to the Trustee, if given by
Holders) and upon such declaration such principal amount, premium, if any, and
accrued and unpaid interest will become immediately due and payable,
notwithstanding anything contained in the Indenture or the Securities to the
contrary. If an Event of Default specified in SECTION 6.1(g) or (h) above
involving the Company occurs, all unpaid principal of, and premium, if any, and
accrued and unpaid interest on the Securities then outstanding will ipso facto
become due and payable.

        The Holders of a majority in aggregate principal amount of the
Securities then outstanding by notice to the Trustee may rescind an acceleration
of the Securities and its consequences if all existing Events of Default (other
than the nonpayment of principal of and premium, if any, and interest on the
Securities which has become due solely by virtue of such acceleration) have been
cured or waived and if the rescission would not conflict with any judgment or
decree. No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

        SECTION 6.3.    COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

The Company covenants that if:

               (a)      default is made in the payment of any interest on any
Security, if any, when such interest 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, on) any Security at the Maturity thereof, the Company will,
upon demand of the Trustee, pay to it, for the benefit of the Holder of such
Security, the whole amount then due and payable on such

                                      -83-
<PAGE>

Security for principal, premium, if any, and interest, if any, and, to the
extent that payment of such interest shall be legally enforceable, interest
on any overdue principal, premium, if any, and on any overdue interest, if
any, at the rate or rates prescribed therefor in such Security and, in
addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

        If an Event of Default with respect to the Securities occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities by such appropriate judicial
proceedings as the Trustee shall deem necessary 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
secure any other proper remedy.

        SECTION 6.4.    TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee may file
such proofs of claim and other papers or documents and take such actions
authorized under the Trust Indenture Act as may be necessary or advisable in
order to have the claims of the Trustee and the Holders of Securities allowed in
any judicial proceedings relating to the Company (or any other obligor upon the
Securities), its creditors or its property. In particular, the Trustee shall be
authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, 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, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under SECTION 7.9 herein.

        SECTION 6.5.    TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee, in its own name as
an express trust, without the possession of any of the Securities or the
production thereof in any proceeding relating thereto and any recovery of
judgment shall, after provision for the reasonable fees and expenses of the
Trustee and its counsel, be for the ratable benefit of the Holders of the
Securities in respect to which judgment was recovered.

        SECTION 6.6.    DELAY OR OMISSION NOT WAIVER. No delay or omission by
the Trustee or any Holder of any Securities to exercise any right or remedy
accruing upon an Event of Default shall impair any such right or remedy or
constitute a waiver of or acquiescence in any such Event of Default.

        SECTION 6.7.    WAIVER OF PAST DEFAULTS. In addition to the provisions
of SECTION 6.2 herein, the Holders of a majority in aggregate principal amount
of Outstanding Securities by written

                                      -84-
<PAGE>

notice to the Trustee may waive on behalf of the Holders of all Securities a
past Default or Event of Default and its consequences except (a) a Default or
Event of Default in the payment of the principal of, or premium, if any, or
interest, if any, on any Security or (b) an Event of Default resulting from
the breach of a covenant or provision hereof which pursuant to SECTION 9.2
herein cannot be amended or modified without the consent of the Holder of
each Outstanding Security adversely affected. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this Indenture.

        SECTION 6.8.    CONTROL BY MAJORITY. The Holders of a majority in
aggregate principal amount of the Outstanding Securities shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it with
respect to the Securities; PROVIDED, HOWEVER, that (a) the Trustee may refuse to
follow any direction that conflicts with law or this Indenture (b) the Trustee
may refuse to follow any direction that is prejudicial to the rights of the
Holders of Securities not consenting or that would in the good faith judgment of
the Trustee have a substantial likelihood of involving the Trustee in personal
liability and (c) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction. Prior to the taking of
any action hereunder, the Trustee shall be entitled to reasonable
indemnification satisfactory to the Trustee against all losses and expenses
caused by taking or not taking such action. This paragraph shall be in lieu of
Section 316(a)(1)(A) of the Trust Indenture Act and such Section 316(a)(1)(A) is
hereby expressly excluded from this Indenture, as permitted by the Trust
Indenture Act.

        SECTION 6.9.    LIMITATION ON SUITS BY HOLDERS. No Holder of any
Security shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:

               (a)      the Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities;

               (b)      the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities have made a 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
indemnity satisfactory to the Trustee against any loss, liability or expense to
be, or which may be, incurred by the Trustee in pursuing the remedy;

               (d)      the Trustee for 60 days after its receipt of such
notice, request and the offer of indemnity has failed to institute any such
proceedings; and


                                      -85-
<PAGE>


               (e)      during such 60 day period, the Holders of a majority in
aggregate principal amount of the Outstanding Securities have not given to the
Trustee a direction inconsistent with such written request.

        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 of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all of such Holders.

        SECTION 6.10.   RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding
any other provision of this Indenture, but subject to SECTION 3.2 herein, the
right of any Holder of a Security to receive payment of principal of, premium,
if any, and, subject to SECTIONS 2.1, 2.3 and 2.13 herein, interest, if any, on
the Security, on or after the respective due dates expressed in the Security
(or, in case of redemption, on the redemption dates), or, subject to SECTION 6.9
herein, to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

        SECTION 6.11.   APPLICATION OF MONEY COLLECTED. If the Trustee collects
any money pursuant to this Article, it shall pay out the money 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, premium, if any, or
interest, if any, upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

          First: to the Trustee for amounts due under SECTION 7.9 herein;

          Second: to Holders of Securities in respect of which or for the
benefit of which such money has been collected for amounts due and unpaid on
such Securities for principal of, premium, if any, and interest, if any,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities for principal, premium, if any, and interest,
if any, respectively; and

       Third: to the Company.

        The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this SECTION 6.11. At least 15 days before such record date,
the Trustee shall mail to each Holder and the Company a notice that states the
record date, the payment date and the amount to be paid.

        SECTION 6.12.   RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or
any Holder has instituted any proceeding 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

                                      -86-
<PAGE>

Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders
shall 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 6.13.   RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of SECTION 2.10 herein, no right
or remedy herein conferred upon or reserved to the Trustee or 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 existing right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

        SECTION 6.14.   WAIVER OF USURY, STAY OR EXTENSION LAWS. The Company
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 usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (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 6.15.   UNDERTAKING FOR COSTS. 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, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit having due regard to the merits and good faith of the
claims or defenses made by the party litigant.

                                   ARTICLE VII

                                     TRUSTEE

        SECTION 7.1.    CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

               (a)      Except during the continuance of an Event of Default,
the Trustee's duties and responsibilities under this Indenture shall be governed
by Section 315(a) of the Trust Indenture Act.


                                      -87-
<PAGE>


               (b)      In case an Event of Default has occurred and is
continuing with respect to the Securities, the Trustee shall exercise the
rights and powers vested in it by this Indenture with respect to the Securities,
and shall use the same degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in the conduct of his own
affairs.

               (c)      No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that this
subsection shall not be construed to limit the effect of subsection (a) of this
Section; the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and the Trustee shall not be
liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders in accordance with SECTION
6.8 herein relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under the Indenture.

        SECTION 7.2.    RIGHTS OF TRUSTEE. Subject to the provisions of the
Trust Indenture Act:

               (a)      the Trustee may conclusively rely and shall be protected
in acting or refraining from acting upon any document (whether in its original
or facsimile form) believed by it to be genuine and to have been signed or
presented by the proper party or parties. The Trustee need not investigate any
fact or matter stated in the document;

               (b)      any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

               (c)      whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee (unless
other evidence be herein specifically prescribed) may, in the absence of bad
faith on its part, conclusively rely upon an Officers' Certificate;

               (d)      the Trustee may consult with counsel of its selection
and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;

               (e)      the Trustee may act through agents or attorneys and
shall not be responsible for the misconduct or negligence of any agent or
attorney appointed with due care;


                                      -88-
<PAGE>


               (f)      the Trustee shall not be liable for any action it takes
or omits to take in good faith which it believes to be authorized or within its
rights or powers;

               (g)      the Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of its rights or powers;

               (h)      the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney at the expense of the Company and shall incur no liability of any
kind by reason of such inquiry or investigation;

               (i)      the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or indemnity satisfactory
to the Trustee against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

               (j)      whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this SECTION 7.2;

               (k)      the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder.

        SECTION 7.3.    TRUSTEE MAY HOLD SECURITIES. The Trustee, any Paying
Agent, any Registrar or any other agent of the Company in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the
Company, an Affiliate of the Company or Subsidiary of the Company with the same
rights it would have if it were not Trustee, Paying Agent, Registrar or such
other agent.

        SECTION 7.4.    MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall

                                      -89-
<PAGE>

be under no liability for interest on any money received by it hereunder
except as otherwise agreed upon in writing with the Company.

        SECTION 7.5.    TRUSTEE'S DISCLAIMER. The recitals contained herein and
in the Securities, except the Trustee's certificate of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representation as to
the validity or adequacy of this Indenture or the Securities or any coupon. The
Trustee shall not be accountable for the Company's use of the proceeds from the
Securities or for monies paid over to the Company pursuant to the Indenture.

        SECTION 7.6.    NOTICE OF DEFAULTS. If a Default occurs and is
continuing with respect to the Securities and if it is actually known to a
Responsible Officer of the Trustee, the Trustee shall, within 90 days after it
occurs, transmit by mail to the Holders of Securities, in the manner and to the
extent provided in Section 313(c) of the Trust Indenture Act, notice of all
Defaults known to it unless such Default shall have been cured or waived;
PROVIDED, HOWEVER, that except in the case of a Default in payment on the
Securities, the Trustee may withhold the notice if and so long as its board of
directors, its executive committee or a committee of its Responsible Officers in
good faith determines that withholding such notice is in the interests of
Holders of Securities; and PROVIDED, FURTHER, that in the case of any Default of
the character specified in SECTION 6.1(c) herein with respect to Securities, no
such notice to Holder shall be given until at least 30 days after the occurrence
thereof.

        SECTION 7.7.    REPORTS BY TRUSTEE TO HOLDERS. Within 60 days after each
May 15 of each year commencing with the first May 15 after the Issue Date, the
Trustee shall transmit by mail to all Holders of Securities as provided in
Section 313(c) of the Trust Indenture Act a brief report dated as of such May 15
if required by and in compliance with Section 313(a) of the Trust Indenture Act.
The Trustee shall also comply with Section 313(b) of the Trust Indenture Act, if
applicable. A copy of each such report required pursuant to Section 313(a) or
313(b) of the Trust Indenture Act shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange, if any, upon which
the Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee when the Securities are listed on, or delisted
from, any stock exchange.

        SECTION 7.8.    SECURITYHOLDER LISTS. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders of the Securities. If the Trustee is not
the Registrar, the Company shall furnish to the Trustee semiannually on or
before the last day of June and December in each year, and at such other times
as the Trustee may request in writing, a list, in such form and as of such date
as the Trustee may reasonably require containing all the information in the
possession or control of the Registrar, the Company or any of its Paying Agents
other than the Trustee as to the names and addresses of Holders of the
Securities.


                                      -90-
<PAGE>


        SECTION 7.9.    COMPENSATION AND INDEMNITY.

               (a)      The Company shall pay to the Trustee from time to time
such reasonable compensation for its services as the Company and the Trustee
shall agree in writing from time to time. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred by it in connection with the performance of its
duties under this Indenture. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.

               (b)      The Company shall fully indemnify the Trustee or any
Predecessor Trustee and their agents for, and hold them harmless against, any
and all loss, liability, damage, claim or reasonable expense including legal
fees and expenses and taxes (other than taxes based upon or determined or
measured by the income of the Trustee) incurred by it arising out of or in
connection with its acceptance or administration of the trust or trusts
hereunder, including the reasonable costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

               (c)      The Company need not reimburse any expense or indemnify
against any loss, liability, damage or claim incurred by the Trustee as
determined by a court of competent jurisdiction to have been caused by its own
negligence or bad faith or willful misconduct.

               (d)      To secure the payment obligations of the Company
pursuant to this Section, the Trustee shall have a lien prior to the Securities
on all money or property held or collected by the Trustee, except that held in
trust to pay principal, premium, if any, and interest, if any, on particular
Securities.

        When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in SECTIONS 6.1(g) or (h) herein, the
expenses (including the reasonable charges and expenses of its counsel) and
the compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency
or other similar law.

        The provisions of this Section shall survive the termination of this
Indenture.


                                      -91-
<PAGE>


        SECTION 7.10.  REPLACEMENT OF TRUSTEE.

               (a)      The resignation or removal of the Trustee and the
appointment of a successor Trustee shall become effective only upon the
successor Trustee's acceptance of appointment as provided in SECTION 7.11
herein.

               (b)      The Trustee may resign at any time with respect to the
Securities by giving written notice thereof to the Company.

               (c)      The Holders of a majority in aggregate principal amount
of the Outstanding Securities may remove the Trustee by so notifying the Trustee
and the Company and may appoint a successor Trustee with the Company's consent.

               (d)      If at any time:

                            (i)   the Trustee fails to comply with Section
               310(b) of the Trust Indenture Act after written request therefor
               by the Company or by any Holder who has been a bona fide Holder
               of a Security for at least six months; or

                            (ii)  the Trustee shall cease to be eligible under
               SECTION 7.12 herein or Section 310(a) of the Trust Indenture Act
               and shall fail to resign after written request therefor by the
               Company or by any Holder of a Security who has been a bona fide
               Holder of a Security for at least six months; or

                            (iii) the Trustee becomes incapable of acting, is
               adjudged a bankrupt or an insolvent or a receiver or public
               officer takes charge of the Trustee or its property or affairs
               for the purpose of rehabilitation, conservation or liquidation,
               then, in any such case, (A) the Company by or pursuant to a Board
               Resolution may remove the Trustee with respect to all Securities,
               or (B) subject to Section 315(e) of the Trust Indenture Act, any
               Holder who has been a bona fide Holder of a Security for at least
               six months may, on behalf of himself and all others similarly
               situated, petition any court of competent jurisdiction for the
               removal of the Trustee with respect to all Securities and the
               appointment of a successor Trustee or Trustees.

               (e)      If the instrument of acceptance by a successor
Trustee required by SECTION 7.11 herein shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation or
removal, the Trustee resigning or being removed may petition at the expense
of the Company, any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities.


                                      -92-
<PAGE>


               (f)      If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company, by or pursuant to a
Board Resolution, shall promptly appoint a successor Trustee and shall comply
with the applicable requirements of SECTION 7.11 herein. If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee shall be appointed by the Holders of a majority in
principal amount of the Outstanding Securities delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
SECTION 7.11 herein, become the successor Trustee with respect to the Securities
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee shall have been so appointed by the Company or the Holders
and accepted appointment in the manner required by SECTION 7.11 herein, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee.

        SECTION 7.11.   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

               (a)      In case of the appointment hereunder of a successor
Trustee, every such successor Trustee shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such
appointment. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee, without further act, deed or
conveyance, shall become vested with all the rights, powers and duties of the
retiring Trustee; but, on the request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

               (b)      Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to the successor Trustee all such rights, powers and trusts
referred to in PARAGRAPH (a) of this Section.

               (c)      No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and
eligible under the Trust Indenture Act.

               (d)      The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee in
the manner provided for notices to the Holders of Securities in SECTION 11.2
herein. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office.

        SECTION 7.12.   ELIGIBILITY; DISQUALIFICATION. There shall at all times
be a Trustee hereunder which shall be eligible to act as Trustee under Section
310(a)(1) of the Trust Indenture


                                      -93-
<PAGE>

Act and shall have a combined capital and surplus of at least $75,000,000. If
such corporation publishes reports of condition at least annually, pursuant
to law or the requirements of Federal, State, Territorial or District of
Columbia supervising or examining authority, then, for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect heretofore specified in this
Article.

        SECTION 7.13.   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

        SECTION 7.14.   APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may
appoint an Authenticating Agent with respect to the Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue, exchange, registration of transfer or partial redemption
thereof, and Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Any such appointment shall be evidenced
by an instrument in writing signed by a Responsible Officer of the Trustee, a
copy of which instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company.

        Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating
Agent shall be a party, or any corporation succeeding to the corporate agency
or corporate trust business of an Authenticating Agent, shall continue to be
an Authenticating Agent, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or
further act on the part of the Trustee or the Authenticating Agent.


                                      -94-
<PAGE>


        An Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment to all Holders of Securities with respect to which such
Authenticating Agent will serve in the manner set forth in SECTION 11.2 herein.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent
herein. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.

        The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation including reimbursement of its reasonable expenses
(including legal fees) for its services under this Section.

        If an appointment is made pursuant to this Section, the Securities may
have endorsed thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication substantially in the
following form:

        This is one of the Securities described in the within-mentioned
Indenture.


                                    --------------------------------------------
                                    as Trustee

                                  by
                                    --------------------------------------------
                                    as Authenticating Agent

                                  by
                                    --------------------------------------------
                                    Authorized Signatory


                                      -95-
<PAGE>

                                 ARTICLE VIII

                      DISCHARGE OF INDENTURE; DEFEASANCE

        SECTION 8.1.    TERMINATION OF COMPANY'S OBLIGATIONS UNDER THIS
INDENTURE. This Indenture shall upon a Company Request cease to be of further
effect with respect to the Securities (except as to any surviving rights of
registration of transfer or exchange of such Securities and replacement of such
Securities which may have been lost, stolen or mutilated as herein expressly
provided for) and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to such Securities when

               (a)      either

                            (i)   all such Securities previously authenticated
               and delivered (other than (A) such Securities which have been
               lost, stolen or destroyed and which have been replaced or paid,
               as provided in SECTION 2.10 herein, and (B) such Securities for
               whose payment money has theretofore been deposited in trust or
               segregated and held in trust by the Company and thereafter
               repaid to the Company or discharged from such trust as provided
               in SECTION 3.3 herein) have been delivered to the Trustee for
               cancellation; or

                            (ii)  all Securities not theretofore delivered to
               the Trustee for cancellation have become due and payable and the
               Company has irrevocably deposited or caused to be deposited with
               the Trustee funds in an amount sufficient to pay and discharge
               the entire Indebtedness of the Securities issued hereunder not
               theretofore delivered to the Trustee for cancellation, for
               principal of, premium, if any, and interest on the Securities
               issued hereunder to the date of deposit together with irrevocable
               instructions from the Company directing the Trustee to apply such
               funds to the payment thereof at maturity; or

               (b)      the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

               (c)      the Company delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligation of the Company to the Trustee and any predecessor Trustee under
SECTION 7.9 herein, the obligations of the Company to any Authenticating
Agent under SECTION 7.14 herein and, if money shall have been deposited with
the Trustee pursuant to SUBCLAUSE (ii) of PARAGRAPH (a) of this Section, the
obligations of the

                                      -96-
<PAGE>


Trustee under SECTION 7.2 herein and the last paragraph of SECTION 3.3 herein
shall survive such satisfaction and discharge.

        SECTION 8.2.    APPLICATION OF TRUST FUNDS. Subject to the provisions of
the last paragraph of SECTION 3.3 herein, all money deposited with the Trustee
pursuant to SECTION 8.1 herein shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, if any, and interest, if any, for
whose payment such money has been deposited with or received by the Trustee, but
such money need not be segregated from other funds except to the extent required
by law.

        SECTION 8.3.    COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE. The Company may at its option by or pursuant to Board Resolution, at
any time, elect to have SECTIONS 8.4 or 8.5 herein be applied to such
Outstanding Securities upon compliance with the conditions set forth below in
this Article.

        SECTION 8.4.    DEFEASANCE AND DISCHARGE. Upon the Company's exercise of
the option specified in SECTION 8.3 above applicable to this Section, the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities on and after the date the conditions set forth in
SECTION 8.6 herein are satisfied (hereinafter "DEFEASANCE"). For this purpose,
such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities which shall
thereafter be deemed to be "Outstanding" only for the purposes of SECTION 8.7
herein and the other Sections of this Indenture referred to in CLAUSE (b) of
this Section, and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall on a Company Order execute proper
instruments acknowledging the same), except the following, which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
such Securities to receive, solely from the trust funds described in SECTION
8.6(a) herein and as more fully set forth in such Section, payments in respect
of the principal of, premium, if any, and interest, if any, on such Securities
when such payments are due; (b) the Company's obligations with respect to such
Securities under SECTIONS 2.4, 2.6, 2.10, 3.2 and 3.3 herein; (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (d) this
ARTICLE VIII. Subject to compliance with this ARTICLE VIII, the Company may
exercise its option under this Section notwithstanding the prior exercise of its
option under SECTION 8.5 herein with respect to such Securities. Following a
defeasance, payment of such Securities may not be accelerated because of an
Event of Default.

        SECTION 8.5.    COVENANT DEFEASANCE. Upon the Company's exercise of the
option specified in SECTION 8.3 herein applicable to this Section, the Company
shall be released from its obligations under ARTICLE III, ARTICLE IV and SECTION
5.9 herein (and with respect to SECTION 3.6,


                                      -97-
<PAGE>


shall be required to certify only with respect to those covenants not
defeased pursuant to this SECTION 8.5) with respect to such Securities on and
after the date the conditions set forth in SECTION 8.6 herein are satisfied
(hereinafter, "COVENANT DEFEASANCE"), and such Securities shall thereafter be
deemed to be not "Outstanding" for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with ARTICLE III, ARTICLE IV and SECTION 5.9 herein,
but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section or such other covenant,
whether directly or indirectly, by reason of any reference elsewhere herein
to any such Section or such other covenant or by reason of reference in any
such Section or such other covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or
an Event of Default under SECTION 6.1(c) herein or otherwise, but, except as
specified above, the remainder of this Indenture and such Securities shall be
unaffected thereby.

        SECTION 8.6.    CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to the application of SECTIONS 8.4 or 8.5
herein to any Securities:

               (a)      The Company shall have deposited or caused to be
deposited irrevocably with the Trustee (or another trustee satisfying the
requirements of SECTION 7.12 herein who shall agree to comply with, and shall be
entitled to the benefits of, the provisions of SECTIONS 8.3 through 8.9
inclusive and the last paragraph of SECTION 8.3 herein applicable to the
Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust
for the purpose of making the payments referred to in CLAUSES (x) and (y) of
this SECTION 8.6(a), specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities, with instructions to the
Trustee as to the application thereof, (A) money in an amount, or (B) Government
Obligations which through the payment of interest, if any, and principal in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment referred to in CLAUSE (x) or (y) of this
SECTION 8.6(a), money in an amount or (C) a combination thereof in an amount
sufficient, without reinvestment, to pay and discharge, and which shall be
applied by the Trustee to pay and discharge the principal of, premium, if any,
and interest, if any, on such Securities on the Maturity of such principal or
installment of principal or interest, if any. Before such a deposit the Company
may make arrangements satisfactory to the Trustee for the redemption or purchase
of Securities at a future date or dates in accordance with ARTICLE V which shall
be given effect in applying the foregoing.

               (b)      Such defeasance or covenant defeasance shall not
result in a breach or violation of, or constitute a Default or Event of
Default under, this Indenture or result in a breach or violation of, or
constitute a default under, any other material agreement or instrument to
which the Company is a party or by which it is bound, in each case, on the
date of such deposit pursuant to SECTION 8.6(a) above.


                                      -98-
<PAGE>


               (c)      In the case of an election under SECTION 8.4 herein, the
Company shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel to the effect that the Company has received from, or there
has been published by, the Internal Revenue Service a ruling to the effect that,
and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such defeasance and will be subject to Federal income
tax on the same amount and in the same manner and at the same times, as would
have been the case if such deposit, defeasance and discharge had not occurred.

               (d)      In the case of an election under SECTION 8.5 herein, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such covenant defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had not
occurred.

               (e)      The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance under SECTION 8.4 herein or the covenant
defeasance under SECTION 8.5 herein (as the case may be) have been complied
with.

               (f)      No Default or Event of Default under SECTIONS 6.1(g) or
(h) herein with respect to such Securities shall have occurred and be continuing
during the period commencing on the date of such deposit and ending on the 91st
day after such date (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).

               (g)      Such Defeasance or Covenant Defeasance shall not result
in the trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act of 1940 unless such trust shall be
registered under such Act or exempt from registration thereunder.

        SECTION 8.7.    DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD
IN TRUST. Subject to the provisions of the last paragraph of SECTION 3.3
herein, all money and Government Obligations (including the proceeds thereof)
deposited with the Trustee pursuant to SECTION 9.6 herein in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Securities and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Holders of such
Securities of all sums due and to become due thereon in respect of principal,
premium, if any, and interest,if any, but such money need not be segregated
from other funds except to the extent required by law.


                                      -99-
<PAGE>



        SECTION 8.8.    REPAYMENT TO COMPANY. To the extent permitted by the
Financial Accounting Standards Board Statement of Financial Accounting Standards
No. 76, as amended or interpreted by the Financial Accounting Standards Board
from time to time, or any successor thereto ("STANDARD NO. 76"), or to the
extent permitted by the Commission, the Trustee shall, from time to time, take
one or more of the following actions as specified in a Company Request: (a)
retransfer, reassign and deliver to the Company any securities deposited with
the Trustee pursuant to SECTION 8.6(a) herein, provided that the Company shall,
in substitution therefor, simultaneously transfer, assign and deliver to the
Trustee other Governmental Obligations appropriate to satisfy the Company's
obligations in respect of the relevant Securities; and (b) the Trustee and
Paying Agent shall promptly pay to the Company upon Company Request any excess
money or securities held by them at any time, including, without limitation, any
assets deposited with the Trustee pursuant to SECTION 8.6(a) exceeding those
necessary for the purposes of SECTION 8.6(a) herein. The Trustee shall not take
the actions described in SUBSECTIONS (a) and (b) of this SECTION 8.8 herein
unless it shall have first received a written report of Deloitte & Touche, or
another nationally recognized independent public accounting firm, (i) expressing
their opinion that the contemplated action is permitted by Standard No. 76 or
the Commission for transactions accounted for as extinguishment of debt under
the circumstances described in paragraph 3.c of Standard No. 76 or any successor
provision, and (ii) verifying the accuracy, after giving effect to such action
or actions, of the computations which demonstrate that the amounts remaining to
be earned on the Government Obligations deposited with the Trustee pursuant to
SECTION 8.6(a) will be sufficient for purposes of SECTION 8.6(a) herein.

        SECTION 8.9.    INDEMNITY FOR GOVERNMENT OBLIGATIONS. The Company shall
pay, and shall indemnify the Trustee against, any tax, fee or other charge
imposed on or assessed against Government Obligations deposited pursuant to this
Article or the principal and interest, if any, and any other amount received on
such Government Obligations.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

        SECTION 9.1.    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders, the Company, when authorized by or pursuant
to a Board Resolution and the Trustee at any time and from time to time, may
enter into indentures supplemental hereto, in form reasonably satisfactory to
the Trustee, for any of the following purposes:

               (a)      to evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants and
obligations of the Company herein and in the Securities; or


                                      -100-
<PAGE>


               (b)      to add to the covenants of the Company for the benefit
of the Holders of the Securities or to surrender any right or power herein
conferred upon the Company; PROVIDED, HOWEVER, that in respect of any such
additional covenant such supplemental indenture may provide for a particular
period of grace after Default (which period may be shorter or longer than that
allowed in the case of other Defaults) or may limit the remedies available to
the Trustee upon such Default; or

               (c)      to add any additional Events of Default with respect to
the Securities; or

               (d)      to secure the Securities; or

               (e)      to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trust hereunder by the Trustee, pursuant to the
requirements of SECTION 7.11 herein; or

               (f)      if allowed without penalty under applicable laws and
regulations, to permit payment in respect of the Securities in bearer form in
the United States; or

               (g)      to correct or supplement any provision herein which may
be inconsistent with any other provision herein or to make any other provisions
with respect to matters or questions arising under this Indenture, PROVIDED such
action shall not adversely affect the interests of the Holders of Securities
affected thereby; or

               (h)      to cure an ambiguity or correct any mistake, PROVIDED
such action shall not adversely affect the interests of the Holders of
Securities; or

               (i)      to add a Subsidiary Guarantor pursuant to SECTION 10.7
herein or remove a Subsidiary Guarantor, which, in accordance with the terms of
this Indenture, ceases to be liable in respect of its Subsidiary Guarantee.

        SECTION 9.2.    SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With
the written consent of the Holders of a majority of the aggregate principal
amount of the Outstanding Securities adversely affected by such supplemental
indenture, the Company, when authorized by or pursuant to a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto
to add any provisions to or to change or eliminate any provisions of this
Indenture or of any other indenture supplemental hereto or to modify the
rights of the Holders of such Securities; PROVIDED, HOWEVER, that without the
consent of the Holder of each Outstanding Security affected thereby, a
supplemental indenture under this Section may not:


                                     -101-
<PAGE>


               (a)      change the Stated Maturity of the principal of, or
premium, if any, on, or any installment of principal of or premium, if any, or
interest, if any, on, any Security, or reduce the principal amount thereof or
the rate of interest thereon or any premium payable upon the redemption,
repurchase or repayment thereof, or change the manner in which the amount of any
principal thereof or premium, if any, or interest, if any, thereon is
determined, or change the Place of Payment where or the currency in which any
Security or any premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date);

               (b)      reduce the percentage in principal amount of the
Outstanding Securities, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture;

               (c)      change any obligation of the Company to maintain an
office or agency in the places and for the purposes specified in SECTION 3.2
herein;

               (d)      make any change in SECTION 6.7 herein or this SECTION
9.2 except to increase any percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holders of each Outstanding Security affected thereby.

        It is not necessary under this SECTION 9.2 for the Holders to consent to
the particular form of any proposed supplemental indenture, but it is sufficient
if they consent to the substance thereof.

        Upon the request of the Company, accompanied by an Officers' Certificate
and a Board Resolution authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
Holders as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may, but shall not be obligated to, enter into such
supplemental indenture.

        SECTION 9.3.    COMPLIANCE WITH TRUST INDENTURE ACT. Every amendment to
this Indenture or the Securities shall be set forth in a supplemental indenture
that complies with the Trust Indenture Act as then in effect.

        SECTION 9.4.    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. The
Trustee may, but shall not

                                     -102-
<PAGE>

be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

        SECTION 9.5.    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 Securities
theretofore or thereafter authenticated and delivered hereunder and of any
coupon appertaining thereto shall be bound thereby.

                                    ARTICLE X

                              SUBSIDIARY GUARANTEES

        SECTION 10.1.   SUBSIDIARY GUARANTEES.

               (a)      Subject to the provisions of this ARTICLE X, each
Subsidiary Guarantor, jointly and severally, hereby irrevocably and
unconditionally guarantees to each Holder of Securities and to the Trustee on
behalf of the Holders (i) the due and punctual payment of principal of, premium,
if any, and interest in full on each Security when and as the same shall become
due and payable whether at Stated Maturity, by declaration of acceleration or
otherwise, (ii) the due and punctual payment of interest on the overdue
principal of, premium, if any, and interest in full on the Securities, to the
extent permitted by law, and (iii) the due and punctual performance of all other
Obligations of the Company and the other Subsidiary Guarantors to the Holders or
the Trustee, including without limitation the payment of fees, expenses,
indemnification or other amounts, all in accordance with the terms of the
Securities and this Indenture. In case of the failure of the Company punctually
to make any such principal or interest payment or the failure of the Company or
any other Subsidiary Guarantor to perform any such other Obligation, each
Subsidiary Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether at Stated
Maturity, by declaration of acceleration or otherwise, and as if such payment
were made by the Company and to perform any such other Obligation of the Company
immediately. Each Subsidiary Guarantor hereby further agrees to pay any and all
expenses (including reasonable counsel fees and expenses) incurred by the
Trustee or the Holders in enforcing any rights under these Subsidiary
Guarantees. The Subsidiary Guarantees under this ARTICLE X are guarantees of
payment and not of collection.

               (b)      Each of the Company and the Subsidiary Guarantors
hereby waives diligence, presentment, demand of payment, filing of claims
with a court in the event of merger, insolvency or bankruptcy of the Company
or any other Subsidiary Guarantor, any right to require a proceeding first
against the Company or any other Subsidiary Guarantor, protest or notice with
respect to the Securities or the indebtedness evidenced thereby and all
demands whatsoever, and covenants that these Subsidiary Guarantees will not
be discharged except by complete


                                      -103-
<PAGE>

performance of the Obligations contained in the Securities and in this
Indenture, or as otherwise specifically provided therein and herein.

               (c)      Each Subsidiary Guarantor hereby waives and
relinquishes:

                            (i)   any right to require the Trustee, the Holders
               or the Company (each, a "BENEFITTED PARTY") to proceed against
               the Company, the Subsidiaries of the Company or any other Person
               or to proceed against or exhaust any security held by a
               Benefitted Party at any time or to pursue any other remedy in
               any secured party's power before proceeding against the
               Subsidiary Guarantors;

                            (ii)  any defense that may arise by reason of the
incapacity, lack of authority, death or disability of any other Person or
Persons or the failure of a Benefitted Party to file or enforce a claim against
the estate (in administration, bankruptcy or any other proceeding) of any other
Person or Persons;

                            (iii) demand, protest and notice of any kind (except
as expressly required by this Indenture), including but not limited to notice of
the existence, creation or incurring of any new or additional indebtedness or
obligation or of any action or non-action on the part of the Subsidiary
Guarantors, the Company, the Subsidiaries of the Company, any Benefitted Party,
any creditor of the Subsidiary Guarantors, the Company or the Subsidiaries of
the Company or on the part of any other Person whomsoever in connection with any
obligations the performance of which are hereby guaranteed;

                            (iv)  any defense based upon an election of remedies
by a Benefitted Party, including but not limited to an election to proceed
against the Subsidiary Guarantors for reimbursement;

                            (v)   any defense based upon any statute or rule of
law which provides that the obligation of a surety must be neither larger in
amount nor in other respects more burdensome than that of the principal;

                            (vi)  any defense arising because of a Benefitted
Party's election, in any proceeding instituted under the Bankruptcy Law, of the
application of Section 1111(b)(2) of the Bankruptcy Law; and

                            (vii) any defense based on any borrowing or grant of
a security interest under Section 364 of the Bankruptcy Law.

        (d)    Each Subsidiary Guarantor further agrees that, as between such
Subsidiary Guarantor, on the one hand, and Holders and the Trustee, on the other
hand, (i) for purposes of

                                      -104-
<PAGE>

the relevant Subsidiary Guarantee, the maturity of the Obligations guaranteed
by such Subsidiary Guarantee may be accelerated as provided in ARTICLE VI
herein, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the Obligations guaranteed thereby, and (ii)
in the event of any acceleration of such Obligations (whether or not due and
payable) such Obligations shall forthwith become due and payable by such
Subsidiary Guarantor for purposes of such Subsidiary Guarantee.

        (e)    The Subsidiary Guarantees shall continue to be effective or shall
be reinstated, as the case may be, if at any time any payment, or any part
thereof, of principal of, premium, if any, or interest on any of the Securities
is rescinded or must otherwise be returned by the Holders or the Trustee upon
the insolvency, bankruptcy or reorganization of the Company or any of the
Subsidiary Guarantors, all as though such payment had not been made.

        (f)    Each Subsidiary Guarantor shall be subrogated to all rights of
the Holders against the Company in respect of any amounts paid by such
Subsidiary Guarantor pursuant to the provisions of the Subsidiary Guarantees or
this Indenture; PROVIDED, HOWEVER, that a Subsidiary Guarantor shall not be
entitled to enforce or to receive any payments until the principal of, premium,
if any, and interest on all Securities issued hereunder shall have been paid in
full.

        SECTION 10.2.   OBLIGATIONS OF SUBSIDIARY GUARANTORS UNCONDITIONAL. Each
Subsidiary Guarantor hereby agrees that its Obligations hereunder shall be
Subsidiary Guarantees of payment and shall be unconditional, irrespective of and
unaffected by the validity, regularity or enforceability of the Securities or
this Indenture, or of any amendment thereto or hereto, the absence of any action
to enforce the same, the waiver or consent by any Holder or by the Trustee with
respect to any provisions thereof or of this Indenture, the entry of any
judgment against the Company or any other Subsidiary Guarantor or any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Subsidiary Guarantor.

        SECTION 10.3.   LIMITATION ON SUBSIDIARY GUARANTORS' LIABILITY. Each
Subsidiary Guarantor and by its acceptance hereof each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee
not constitute a fraudulent transfer or conveyance for purposes of the
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law. To effectuate the foregoing
intention, the Holders and such Subsidiary Guarantor hereby irrevocably agree
that the Obligations of such Subsidiary Guarantor under this ARTICLE X shall
be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Subsidiary Guarantor and after
giving effect to any collections from or payments made by or on behalf of any
other Subsidiary Guarantor in respect of the Obligations of such other
Subsidiary Guarantor under this ARTICLE X, result in the Obligations of such
Subsidiary Guarantor under its Subsidiary Guarantee not constituting a
fraudulent transfer or conveyance under applicable federal or state law.


                                     -105-
<PAGE>

        SECTION 10.4.   RELEASES OF SUBSIDIARY GUARANTEES.

               (a)      If the Securities are defeased in accordance with the
terms of ARTICLE VIII herein, then each Subsidiary Guarantor shall be deemed to
have been released from and discharged of its obligations under its Subsidiary
Guarantee as provided in ARTICLE VIII herein, subject to the conditions stated
therein.

               (b)      In the event an entity that is a Subsidiary Guarantor is
sold or disposed of (whether by merger, consolidation, the sale of its Capital
Stock or the sale of all or substantially all of its assets (other than by
lease)) and whether or not such Subsidiary Guarantor is the surviving
corporation in such transaction to a Person which is not the Company or a
Restricted Subsidiary, then such entity shall cease to be a Subsidiary
Guarantor, whether or not a Default has occurred and is continuing if the sale
or other disposition is in compliance with SECTION 3.13 herein.

               (c)      Any Subsidiary Guarantor not released from its
obligations under its Subsidiary Guarantee shall remain liable for the full
amount of principal of, premium, if any, and interest on the Securities and for
the other obligations of the Company, such Subsidiary Guarantor and any other
Subsidiary Guarantor under this Indenture as provided in this ARTICLE X.

        SECTION 10.5.   RELEASE OF INTERNATIONAL GUARANTEE. Notwithstanding
other provisions of this Indenture, the Guarantor shall be deemed to have been
released from and discharged of its obligations under the International
Guarantee if, after giving effect to such release:

               (a)      each Security will continue to be assigned an Investment
Grade rating by both Rating Agencies;

               (b)      the Investment Grade rating shall not be accompanied by
either (i) in the case of S&P, a negative outlook, creditwatch negative or the
equivalent thereof or (ii) in the case of Moody's, a negative outlook, a review
for possible downgrade or the equivalent thereof;

               (c)      no Default has occurred and is continuing; and

               (d)      the Company has outstanding no other Indebtedness, which
at such time has an aggregate outstanding principal amount in excess of $25
million that is guaranteed by Guarantor.

        SECTION 10.6.   APPLICATION OF CERTAIN TERMS AND PROVISIONS TO
SUBSIDIARY GUARANTORS.

               (a)      For purposes of any provision of this Indenture which
provides for the delivery by any Subsidiary Guarantor of an Officers'
Certificate or an Opinion of Counsel or

                                     -106-
<PAGE>

both, the definitions of such terms in SECTION 1.1 shall apply to such
Subsidiary Guarantor as if references therein to the Company were references
to such Subsidiary Guarantor.

               (b)      Any request, direction, order or demand which by any
provision of this Indenture is to be made by any Subsidiary Guarantor shall be
sufficient if evidenced by a Company Order; PROVIDED that the definition of such
term in SECTION 1.1 herein shall apply to such Subsidiary Guarantor as if
references therein to the Company were references to such Subsidiary Guarantor.

               (c)      Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities to or on any Subsidiary Guarantor may be given or
served as described in SECTION 11.2 herein.

               (d)      Upon any demand, request or application by any
Subsidiary Guarantor to the Trustee to take any action under this Indenture,
such Subsidiary Guarantor shall furnish to the Trustee such certificates and
opinions as are required in SECTION 7.2 herein as if all references therein to
the Company were references to such Subsidiary Guarantor.

                                   ARTICLE XI

                                  MISCELLANEOUS

        SECTION 11.1.   TRUST INDENTURE ACT CONTROLS. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the provision required by
the TIA shall control. Each Subsidiary Guarantor in addition to performing its
obligations under its Subsidiary Guarantee shall perform such other obligations
as may be imposed upon it with respect to this Indenture under the TIA.

        SECTION 11.2.   NOTICES. Any notice or communication shall be in
writing, in the English language and delivered in person or mailed by
first-class mail or transmitted by facsimile (with written confirmation of
receipt) addressed as follows:

                if to the Company:

                Navistar International Corporation
                4201 Winfield Road
                Warrenville, Illinois  60555
                Attention:  Vice President and Treasurer
                Facsimile:  (630) 753-2305

                if to the Trustee:


                                     -107-
<PAGE>



                BNY Midwest Trust Company
                2 North LaSalle Street, Suite 1020
                Chicago, Illinois  60602
                Attention: Corporate Trust Administration
                Facsimile:  (312) 827-8542

        The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

        Where this Indenture provides for notice to Securityholders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Securityholder affected by such event, at his address as it appears in the
Security Register, not later than the latest date (if any), and not earlier than
the earliest date (if any), prescribed for the giving of such notice.

        In any case where notice to Securityholders is given by mail, neither
the failure to mail a notice or communication to a Securityholder nor any defect
in any notice so mailed shall affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it. If by reason
of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice as provided above, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

        SECTION 11.3.   COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.
Securityholders may communicate pursuant to TIA section #3l2(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA section #312(c).

        SECTION 11.4.   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon
any request or application by the Company to the Trustee to take or refrain from
taking any action under this Indenture, the Company shall furnish to the
Trustee:

               (a)      an Officers' Certificate in form and substance
reasonably satisfactory to the Trustee stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

               (b)      an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of such counsel, all
such conditions precedent have been complied with except that in the case of any
such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.


                                     -108-
<PAGE>


        SECTION 11.5.   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

               (a)      a statement that the individual making such certificate
or opinion has read such covenant or condition;

               (b)      a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

               (c)      a statement that, in the opinion of such individual, he
has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

               (d)      a statement as to whether or not, in the opinion of such
individual, such covenant or condition has been complied with.

        In giving such Opinion of Counsel, counsel may rely as to factual
matters on an Officers' Certificate or on certificates of public officials.

        SECTION 11.6.   WHEN SECURITIES DISREGARDED. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be
Outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Securities Outstanding at the time shall be
considered in any such determination.

        SECTION 11.7.   RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. The
Trustee may make reasonable rules for action by, or a meeting of,
Securityholders. The Registrar and the Paying Agent may make reasonable rules
for their functions.

        SECTION 11.8.   LEGAL HOLIDAYS. In any case where any interest payment
date, Redemption Date, Stated Maturity or Maturity of any Security shall not be
a Business Day (each, a LEGAL HOLIDAY"), then (notwithstanding any other
provision of this Indenture or of any Security) payment of principal, premium,
if any, or interest, if any, 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
such date; PROVIDED that no interest shall accrue on the amount so payable for
the period from and after

                                     -109-
<PAGE>

such interest payment date, Redemption Date, Stated Maturity or Maturity, as
the case may be, if the payment is made on the next succeeding Business Day.

        SECTION 11.9.   GOVERNING LAW. THIS INDENTURE, THE SECURITIES AND THE
SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE COMPANY AND EACH SUBSIDIARY
GUARANTOR AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK, COUNTY OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE, THE SECURITIES AND THE SUBSIDIARY GUARANTEES.

        SECTION 11.10.  NO RECOURSE AGAINST OTHERS. An incorporator, director,
officer, employee, stockholder or controlling person, as such, of each of the
Company or any Subsidiary Guarantors shall not have any liability for any
obligations of the Company under the Securities, this Indenture or the
Subsidiary Guarantees or for any claim based on, in respect of or by reason of
such obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

        SECTION 11.11.  SUCCESSORS. All agreements of the Company and the
Subsidiary Guarantors in this Indenture and the Securities shall bind their
respective successors. All agreements of the Trustee in this Indenture shall
bind its successors.

        SECTION 11.12.  MULTIPLE ORIGINALS. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

        SECTION 11.13.  VARIABLE PROVISIONS. The Company initially appoints the
Trustee as U.S. Paying Agent and Registrar with respect to any Global
Securities.

        SECTION 11.14.  QUALIFICATION OF INDENTURE. The Company shall qualify
this Indenture under the TIA in accordance with the terms and conditions of
the Registration Rights Agreement and shall pay all reasonable costs and
expenses (including attorneys' fees and expenses for the Company, the Trustee
and the Holders) incurred in connection therewith, including, but not limited
to, costs and expenses of qualification of this Indenture and the Securities
and printing this Indenture and the Securities. The Trustee shall be entitled
to receive from the Company any such Officers' Certificates, Opinions of
Counsel or other documentation as it may reasonably request in connection
with any such qualification of this Indenture under the TIA.


                                     -110-
<PAGE>


        SECTION 11.15.  TABLE OF CONTENTS; HEADINGS. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

        SECTION 11.16.  SEPARABILITY. In case any provision of this Indenture or
the Securities 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 11.17.  BENEFITS OF INDENTURE. Nothing in this Indenture or in
the 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.

                                   *  *  *  *


                                      -111-
<PAGE>


          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.

                                  ISSUER:

                                  NAVISTAR INTERNATIONAL
                                  CORPORATION


                                  By:        /s/ T.M. Hough
                                             ----------------------------------
                                  Name:      Thomas M. Hough
                                  Title:     Vice President and Treasurer


                                  TRUSTEE:

                                  BNY MIDWEST TRUST COMPANY, as
                                  Trustee

                                  By:         /s/ D. G. Donovan
                                              ---------------------------------
                                  Name:       D. G. Donovan
                                  Title:      Assistant Vice President


                                  GUARANTOR:

                                  INTERNATIONAL TRUCK AND ENGINE
                                  CORPORATION

                                  By:         /s/ T.M. Hough
                                              ---------------------------------
                                  Name:       Thomas M. Hough
                                  Title:      Vice President and Treasurer


                                      -112-
<PAGE>


                                                                      EXHIBIT A1

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE
(THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR OF ANY PREDECESSOR
OF THIS SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH
CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000 OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE RIGHT OF THE COMPANY AND THE TRUSTEE TO REQUIRE THE DELIVERY OF
AN OPINION OF


                                      A1-1
<PAGE>

COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F)
AND IN THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER (A
FORM OF WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE) COMPLETED AND
DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL
BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE TRANSACTION
TERMINATION DATE.

         THIS SECURITY IS HELD BY THE BOOK-ENTRY DEPOSITORY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.6 OF THE INDENTURE, (2) THIS GLOBAL SECURITY MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.1(d) OF THE INDENTURE,
(3) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL SECURITY MAY BE
DELIVERED TO A SUCCESSOR BOOK-ENTRY DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OR PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                                      A1-2
<PAGE>


                       NAVISTAR INTERNATIONAL CORPORATION

                           9 3/8% Senior Note due 2006

No. [__]                                                               $[______]

ISIN:  US63934EAC21
CUSIP:  63934EAC2

         NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (the
"COMPANY," which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay Cede & Co., or its registered
assigns, the principal sum indicated on the Schedule of Increases or Decreases
in Security attached hereto, on June 1, 2006. This is a Rule 144A Global
Security under the Indenture hereinafter referred to.

         Interest Payment Dates: June 1 and December 1, commencing December 1,
2001.

         Regular Record Dates: May 15 and November 15.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                      A1-3
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Security to be executed
manually or by facsimile by its duly authorized officers.


Dated:   May 31, 2001                       NAVISTAR INTERNATIONAL
                                            CORPORATION

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



Certificate of Authentication:

This is one of the Securities described in the within-mentioned Indenture.


Dated: May 31, 2001                         BNY MIDWEST TRUST
                                            COMPANY, as Trustee

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


                                      A1-4
<PAGE>


                           [REVERSE SIDE OF SECURITY]

                       NAVISTAR INTERNATIONAL CORPORATION

                           9 3/8% Senior Note due 2006

      Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

1.    Principal and Interest.

      Navistar International Corporation, a Delaware corporation (such
corporation and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "COMPANY"), promises to pay interest on the
principal amount of this Security at a rate of 9 3/8% per annum from the date of
issuance until repayment at maturity or redemption. The Company will pay
interest semiannually on June 1 and December 1 of each year (each, an "INTEREST
PAYMENT DATE"), commencing December 1, 2001. Interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the Closing Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

      The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand, to the extent permitted by law, at the rate borne
by this Security; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent permitted by law.

2.    Method of Payment.

      The Company will pay interest on the principal amount of the Securities as
provided above on each Interest Payment Date, commencing December 1, 2001, to
the persons which are Holders (as reflected in the Register at the close of
business on the May 15 or November 15 immediately preceding the Interest Payment
Date), in each case, even if the Security is canceled on registration of
transfer or registration of exchange after such record date; provided that, with
respect to the payment of principal, the Company will make payment to the Holder
that surrenders this Security to a Paying Agent on or after June 1, 2006.

      The Company will pay principal, premium, if any, and interest in U.S.
Dollars. If a payment date is a date other than a Business Day at a place of
payment, payment may be made at that place on the next succeeding day that is a
Business Day and no interest shall accrue for the intervening period.


                                      A1-5
<PAGE>


      Principal of, and premium, if any, and interest on, Definitive Securities
will be payable, and Definitive Securities may be presented for registration of
transfer or exchange, at the office or agency of the Company maintained for such
purpose. Principal of, and premium, if any, and interest on, Global Securities
will be payable by the Company through the Trustee to the Book-Entry Depositary
in immediately available funds. Holders of Definitive Securities will be
entitled to receive interest payments by wire transfer in immediately available
funds if appropriate wire transfer instructions have been received in writing by
the Trustee not less than 15 days prior to the applicable Interest Payment Date.
Such wire instructions, upon receipt by the Trustee, shall remain in effect
until revoked by such Holder. If wire instructions have not been received by the
Trustee with respect to any Holder of a Definitive Security, payment of interest
may be made by check in immediately available funds mailed to such Holder at the
address set forth upon the Register maintained by the Registrar.

3.    Paying Agent and Registrar.

      Initially, BNY Midwest Trust Company, the Trustee under the Indenture,
will act as Trustee, Paying Agent and Registrar. The Company may appoint and
change the Paying Agent or transfer agent without notice to any Holder; provided
that it will at all times maintain a Paying Agent in The City of New York. The
Company or any wholly owned Subsidiary may act as a Paying Agent, Registrar,
co-registrar or transfer agent, subject to certain limitations.

4.    Indenture.

      The Company issued the Initial Securities under an Indenture dated as of
May 31, 2001 (the "Indenture"), among the Company, International Truck and
Engine Corporation (the "GUARANTOR") and BNY Midwest Trust Company, as trustee
(the "TRUSTEE"). The terms of the Initial Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended ("TIA"). The Initial Securities are subject to
all such terms, and Holders are referred to the Indenture and the TIA for a
statement of all such terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Security and the terms of
the Indenture, the terms of the Indenture shall control.

5.    Subsidiary Guarantees.

      The Securities are guaranteed by the Guarantor, subject to the release of
such guarantees under certain circumstances, as provided in the Indenture. The
Securities may after the date hereof be entitled to certain additional
Subsidiary Guarantees made for the benefit of the Holders.


                                      A1-6
<PAGE>


6.    Exchange Offer.

      In accordance with the terms of the Exchange and Registration Rights
Agreement, dated May 31, 2001, among the Company, the Guarantor and J.P. Morgan
Securities Inc., Credit Suisse First Boston Corporation, Banc of America
Securities LLC, Scotia Capital (USA) Inc., BNY Capital Markets Inc. and RBC
Dominion Securities Corporation (the "REGISTRATION RIGHTS AGREEMENT"), if (i) an
exchange offer registration statement (the "EXCHANGE OFFER REGISTRATION
STATEMENT") is not filed with the Commission on or prior to 90 days after the
Issue Date or the shelf registration statement (the "SHELF REGISTRATION
STATEMENT") is not filed with the Commission on or before the Shelf Filing Date
(as defined in the Registration Rights Agreement), (ii) the Exchange Offer
Registration Statement or the Shelf Registration Statement is not declared
effective within 180 days after the Issue Date, (iii) the registered exchange
offer (the "REGISTERED EXCHANGE OFFER") is not consummated on or prior to 210
days after the Issue Date, or (iv) the Shelf Registration Statement is filed and
declared effective within 90 days after the Issue Date but shall thereafter
cease to be effective (at any time that the Company is obligated to maintain the
effectiveness thereof) without being succeeded within 30 days by an additional
registration statement filed and declared effective (each such event referred to
in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company will be
obligated to pay liquidated damages to each Holder, during the period of one or
more such Registration Defaults, in an amount equal to $0.192 per week per
$1,000 principal amount of Transfer Restricted Securities held by such Holder
until (i) the applicable Registration Statement is filed, (ii) the Exchange
Offer Registration Statement or the Shelf Registration Statement, as the case
may be, is declared effective, (iii) the Registered Exchange Offer is
consummated or (iv) the Shelf Registration Statement again becomes effective, as
the case may be. Following the cure of all Registration Defaults, the accrual of
liquidated damages will cease.

     Notwithstanding any other provision of the Indenture or this Security: (i)
accrued and unpaid interest on the Initial Securities being exchanged in the
Exchange Offer shall be due and payable on the next Interest Payment Date for
the Exchange Securities following the Exchange Offer and shall be paid to the
Holder on the relevant record date of the Exchange Securities issued in respect
of the Initial Securities being exchanged, and (ii) interest on the Initial
Securities being exchanged in the Exchange Offer shall cease to accrue on the
date of completion of the Exchange Offer and interest on the Exchange Securities
to be issued in the Exchange Offer shall accrue from the date of completion of
the Exchange Offer.

7.   Optional Redemption.

     The Company may at its option redeem all or part of the Securities at
any time in whole, or from time to time in part, upon not less than 30 or not
more than 60 days' prior notice mailed to each Holder to be so redeemed at
such Holders' registered address. The Redemption Price will equal to the
greater of: (i) 100% of the principal amount of the Securities to be redeemed
or (ii) the sum of the present values of the Remaining Scheduled Payments of
the Securities discounted to the

                                      A1-7
<PAGE>


Redemption Date, on a semiannual basis (assuming a 360-day year consisting of
twelve 30 day months), at the Treasury Rate plus 50 basis points; plus, in
each case, accrued interest thereon to the Redemption Date.

     In the case of any partial redemption, selection of the Securities for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not so listed, then on a PRO RATA basis, by lot
or by such other method as the Trustee shall deem to be fair and appropriate
(and in such manner as complies with applicable legal requirements) provided
that (i) Securities and portions thereof that the Trustee selects shall be in
amounts of $1,000 or an integral multiple of $1,000 and (ii) no such partial
redemption shall reduce the portion of the principal amount of a Security not
redeemed to less than $1,000. If any Security is to be redeemed in part only,
the notice of redemption relating to such Security shall state the portion of
the principal amount thereof to be redeemed. A new Security in principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption as long as the Company has deposited with the Trustee or with a
Paying Agent (or, if applicable, segregated and held in trust) money sufficient
to pay the Redemption Price of, and accrued interest on, all the Securities
which are to be redeemed on such date.

8.   Mandatory Redemption.

     Except as set forth in paragraph 9 below, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the
Securities.

9.   Repurchase at Option of Holder.

     If a Change of Control occurs, each Holder shall have the right to require
the Company to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of that Holder's Securities pursuant to the Change of
Control offer on the terms set forth in this Indenture (a "CHANGE OF CONTROL
OFFER"). In the Change of Control Offer, the Company shall offer a Change of
Control Payment in cash equal to 101% of the aggregate principal amount of
Securities repurchased plus accrued and unpaid interest and liquidated damages,
if any, on the Securities repurchased to the date of purchase. Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder
as set forth in the Indenture.

     In the event of certain Asset Dispositions and subject to certain
limitations set forth in the Indenture, the Company shall make an Offer to
Purchase the outstanding applicable issue of Securities at a purchase price in
cash equal to 100% of their principal amount plus any accrued and unpaid
interest thereon to the Purchase Date.


                                      A1-8
<PAGE>


10.  Denominations; Transfer; Exchange.

     The Securities are in registered form without coupons in denominations of
$1,000 of principal amount and integral multiples of $1,000 in excess thereof. A
Holder may register the transfer or exchange of Securities in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer or exchange of any
Securities selected for redemption. Also, it need not register the transfer or
exchange of any Securities for a period beginning at the opening of 15 calendar
days before the day of any selection of Securities for redemption under Section
7 hereof and ending at the close of business on the day of selection.

11.  Persons Deemed Owners.

     The registered Holder of a Security shall be treated as its owner for all
purposes.

12.  Unclaimed Money.

         If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company at its request. After that, Holders entitled to the
money must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

13.  Discharge Prior to Redemption or Maturity.

     Subject to certain conditions contained in the Indenture, at any time some
or all of the obligations under the Securities, the Subsidiary Guarantees and
the Indenture may be terminated if the Company deposits with the Trustee money
and/or Government Obligations sufficient to pay the principal of, and premium,
if any, and interest on, the Securities to redemption or stated maturity, as the
case may be.

14.  Amendment; Supplement; Waiver.

     Subject to certain exceptions as set forth in the Indenture, with the
written consent of the Holders of a majority of the aggregate principal amount
of the Outstanding Securities adversely affected by such supplemental indenture,
the Company, when authorized by or pursuant to a Board Resolution, and the
Trustee may enter into an indenture or supplemental indentures to add any
provisions to or to change or eliminate any provisions of this Indenture or of
any other supplemental indenture or to modify the rights of the Holders of such
Securities. Without the consent of any Holders, the Company, when authorized by
or pursuant to a Board Resolution and the Trustee at

                                           A1-9
<PAGE>

any time and from time to time, may enter into supplemental indentures, in
form reasonably satisfactory to the Trustee, to, among other things, cure any
ambiguity, omission, defect or inconsistency and make any change that does
not materially and adversely affect the rights of any Holder. The Holders of
a majority in aggregate principal amount of Outstanding Securities by written
notice to the Trustee may waive on behalf of the Holders of all Securities a
past Default or Event of Default and its consequences except (i) a Default or
Event of Default in the payment of the principal of, or premium, if any, or
interest, if any, on any Security or (ii) an Event of Default resulting from
the breach of a covenant or provision hereof which pursuant to the Indenture
cannot be amended or modified without the consent of the Holder of each
Outstanding Security adversely affected.

15.  Restrictive Covenants.

     The Indenture imposes certain limitations on the ability of the Company and
its Restricted Subsidiaries, among other things, to create Liens, incur
Indebtedness, make Restricted Payments and make Asset Dispositions. In addition,
the Indenture imposes certain limitations on the ability of the Company to
engage in mergers and consolidations or transfers of all or substantially all of
its assets. The Indenture requires the Company to deliver to the Trustee, within
120 days after the end of each fiscal year of the Company (beginning with the
fiscal year next following the Closing Date), a certificate from the principal
executive officer, principal financial officer or principal accounting officer
as to his or her knowledge of the Company's compliance with all conditions and
covenants under this Indenture.

     After such time as: (i) the Securities have been assigned an Investment
Grade rating by both Rating Agencies; (ii) the Investment Grade rating shall not
be accompanied by either (x) in the case of S&P, a negative outlook, creditwatch
negative or the equivalent thereof or (y) in the case of Moody's, a negative
outlook, a review for possible downgrade or the equivalent thereof; and (iii) no
Default under the Indenture has occurred and is continuing, and notwithstanding
that the Securities may later cease to have an Investment Grade rating by both
Rating Agencies or that the Investment Grade rating may later be accompanied by
either items (x) or (y) above the Company and its Restricted Subsidiaries will
not be subject to certain covenants.

16.  Defaults and Remedies.

     The Indenture provides that each of the following events constitutes an
Event of Default with respect to this Security: (i) default in the payment of
principal of, or premium, if any, or liquidated damages (as required by the
Registration Rights Agreement) on any Security when due at maturity, upon
repurchase, upon acceleration or otherwise, including, without limitation,
failure of the Company to repurchase any Security on the date required following
a Change of Control; (ii) default in the payment of any installment of interest
on any Security when due and continuance of such Default for 30 days or more;
(iii) failure to observe, perform or comply with any of the provisions


                                           A1-10
<PAGE>


of the covenant imposing certain limitations on the ability of the Company to
engage in mergers and consolidations or transfers of all or substantially all
of its assets; (iv) default (other than a default set forth in clauses (i),
(ii) and (iii) above) in the performance of, or breach of, any other covenant
or warranty of the Company or of any Restricted Subsidiary in the Indenture,
or in the Notes and failure to remedy such default or breach within a period
of 30 days after written notice from the Trustee or the Holders of at least
25% in aggregate principal amount of the then outstanding Notes; (v) default
under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company or any Subsidiary of the Company (or the payment of
which is guaranteed by the Company or any Restricted Subsidiary of the
Company), which default is caused by a failure to pay principal of or
premium, if any, on such Indebtedness upon its stated maturity or which
default results in the acceleration of such Indebtedness prior to its express
maturity and the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness the maturity of which has
been so accelerated, aggregates $20.0 million or more and such acceleration
has not been rescinded or annulled or such Indebtedness discharged in full
within 30 days; (vi) the entry by a court of competent jurisdiction of one or
more judgments, orders or decrees against the Company or any Subsidiary of
the Company or any of their respective property or assets in an aggregate
amount in excess of $20.0 million, which judgments, orders or decrees have
not been vacated, discharged, satisfied or stayed pending appeal within 30
days from the entry thereof and with respect to which legal enforcement
proceedings have been commenced; or (vii) certain events of bankruptcy,
insolvency or reorganization involving the Company or any Material Subsidiary
of the Company.

     If an Event of Default occurs and is continuing, the principal amount
hereof may be declared due and payable in the manner and with the effect
provided in the Indenture. Upon such a declaration, such principal amount,
premium, if any, and accrued and unpaid interest will become immediately due and
payable.

     If an Event of Default described in clause (vii) above occurs, all unpaid
principal of, premium, if any, and accrued and unpaid interest on the Securities
then outstanding will ipso facto become due and payable.

17.  Trustee Dealings with the Company.

     Subject to certain limitations set forth in the Indenture, the Trustee
under the Indenture, in its individual or any other capacity, may make loans to,
accept deposits from and perform services for the Company or its Affiliates and
may otherwise deal with the Company or its Affiliates as if it were not the
Trustee.

18.  No Recourse Against Others.


                                      A1-11
<PAGE>


     An incorporator, director, officer, employee, stockholder or controlling
person, as such, of each of the Company or any Subsidiary Guarantors shall not
have any liability for any obligations of the Company under the Securities, this
Indenture or the Subsidiary Guarantees or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security,
each Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

19.  Authentication.

     This Security shall not be valid until the Trustee (or authenticating
agent) executes the certificate of authentication on the other side of this
Security.

20.  Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

21.  Additional Rights of Holders of Transfer Restricted Securities.

     In addition to the rights provided to Holders under the Indenture, Holders
of Transfer Restricted Securities shall have all the rights set forth in the
Registration Rights Agreement.

22.  CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

23.  GOVERNING LAW.

     THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK. THE COMPANY AND EACH SUBSIDIARY
GUARANTOR AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK, COUNTY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS SECURITY.


                                      A1-12
<PAGE>


24.  Successor Corporation.

     In the event a successor corporation assumes all the obligations of the
Company under the Securities and the Indenture, pursuant to the terms thereof,
the Company will be released from all such obligations.

     The Company will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture which has in it the text of this
Security. Requests may be made to:

                       Navistar International Corporation
                       4201 Winfield Road
                       Warrenville, Illinois 60555
                       Attn: Vice President and Treasurer


                                      A1-13
<PAGE>

                            NOTATION OF GUARANTEE


        For value received, the Guarantor (which term includes any successor
Person under the Indenture) has unconditionally guaranteed, to the extent set
forth in the Indenture and subject to the provisions in the Indenture, dated as
of May 31, 2001 (the "INDENTURE"), among Navistar International Corporation, the
Guarantor party thereto and BNY Midwest Trust Company, as trustee (the
"TRUSTEE"), (i) the due and punctual payment of the principal of, premium, if
any, and interest in full on the Securities (as defined in the Indenture), when
and as the same shall become due and payable whether at Stated Maturity, by
declaration of acceleration or otherwise, (ii) the due and punctual payment of
interest on overdue principal of, premium, if any, and interest in full on the
Securities, to the extent permitted by law, and (iii) the due and punctual
performance of all other Obligations of the Company and the Guarantor to the
Holders or the Trustee, including, without limitation, the payment of fees,
expenses, indemnification or other amounts, all in accordance with the terms of
the Securities and this Indenture. In case of the failure of the Company to
punctually to make any such principal or interest payment or the failure of the
Company to perform any such other Obligation, the Guarantor hereby agrees to
cause any such payment to be made punctually when and as the same shall become
due and payable, whether at Stated Maturity, by acceleration or otherwise. The
Obligations of the Guarantor to the Holders of Securities and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article X
of the Indenture and reference is hereby made to the Indenture for the precise
terms of the Guarantee. The obligations of the Guarantor will be released only
in accordance with the provisions of Article X of the Indenture.

                                             INTERNATIONAL TRUCK AND ENGINE
                                             CORPORATION


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


                                      A1-14
<PAGE>


                                 ASSIGNMENT FORM


     To assign this Security, fill in the form below and have your signature
guaranteed: (I) or (we) assign and transfer this Security to:


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint to transfer this Security on the books of the Company.
The agent may substitute another to act for him.

Dated:
      ------------------------

                                Your Name:
                                          --------------------------------------
                                               (Print your name exactly as it
                                               appears on the face of this
                                               Security)


                                Your Signature:
                                               ---------------------------------
                                               (Sign exactly as your name
                                               appears on the face of this
                                               Security)


Signature Guarantee*:
                     -----------------------------------------------



         * Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).


                                      A1-15
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE


     If you want to elect to have this Security purchased by the Company
pursuant to Section 3.13 or Section 5.9 of the Indenture, please check the
appropriate box:

               | | Section 3.13                     | | Section 5.9

     If you want to elect to have only part of the Security purchased by the
Company pursuant to Section 3.13 or Section 5.9 of the Indenture, state the
amount you elect to have purchased:

                                     $----------------

Date:
     -------------------------

                                  Your Signature:
                                                 -------------------------------
                                                 (Sign exactly as your name
                                                 appears on the face of this
                                                 Note)

                                  Tax Identification No.:
                                                         -----------------------


Signature Guarantee*:
                     --------------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A1-16
<PAGE>


              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

     The initial principal amount of this Global Security is $[________]. The
following increases or decreases in this Global Security have been made:



<TABLE>
<CAPTION>
                                                                             Principal Amount of           Signature of
                     Amount of decrease in     Amount of increases in       this Global Security       authorized officer of
    Date of           Principal Amount of        Principal Amount of           following such               Trustee or
   Exchange          this Global Security       this Global Security       decrease (or increase)           Depositary
-------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                       <C>                         <C>                         <C>
</TABLE>


                                      A1-17
<PAGE>


                                                                      EXHIBIT A2

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.

      THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE
(THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR OF ANY PREDECESSOR
OF THIS SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH
CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000 OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE RIGHT OF THE COMPANY AND THE TRUSTEE TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D),
(E) OR (F) AND IN THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF
TRANSFER (A FORM OF WHICH MAY BE OBTAINED FROM THE


                                      A2-1
<PAGE>


COMPANY OR THE TRUSTEE) COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE TRANSACTION TERMINATION DATE.

      THIS SECURITY IS HELD BY THE BOOK-ENTRY DEPOSITORY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.6 OF THE INDENTURE, (2) THIS GLOBAL SECURITY MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.1(d) OF THE INDENTURE,
(3) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL SECURITY MAY BE
DELIVERED TO A SUCCESSOR BOOK-ENTRY DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OR PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                                      A2-2
<PAGE>


                       NAVISTAR INTERNATIONAL CORPORATION

                           9 3/8% Senior Note due 2006

No. [__]                                                               $[______]
ISIN:  USU6375FAC15
CUSIP: U6375FAC1


      NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (the
"COMPANY," which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay Cede & Co., or its registered
assigns, the principal sum indicated on the Schedule of Increases or Decreases
in Global Security attached hereto, on June 1, 2006. This is a Regulation S
Global Security under the Indenture hereinafter referred to.

      Interest Payment Dates: June 1 and December 1, commencing December 1,
      2001.

      Regular Record Dates: May 15 and November 15.

      Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                      A2-3
<PAGE>


      IN WITNESS WHEREOF, the Company has caused this Security to be executed
manually or by facsimile by its duly authorized officers.


Dated:   May 31, 2001                       NAVISTAR INTERNATIONAL
                                            CORPORATION

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



Certificate of Authentication:

This is one of the Securities described in the within-mentioned Indenture.


Dated: May 31, 2001                         BNY MIDWEST TRUST
                                            COMPANY, as Trustee

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


                                      A2-4
<PAGE>


                           [REVERSE SIDE OF SECURITY]

                       NAVISTAR INTERNATIONAL CORPORATION

                           9 3/8% Senior Note due 2006

      Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

1.    Principal and Interest.

      Navistar International Corporation, a Delaware corporation (such
corporation and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "COMPANY"), promises to pay interest on the
principal amount of this Security at a rate of 9 3/8% per annum from the date of
issuance until repayment at maturity or redemption. The Company will pay
interest semiannually on June 1 and December 1 of each year (each, an "INTEREST
PAYMENT DATE"), commencing December 1, 2001. Interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the Closing Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

      The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand, to the extent permitted by law, at the rate borne
by this Security; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent permitted by law.

2.    Method of Payment.

      The Company will pay interest on the principal amount of the Securities as
provided above on each Interest Payment Date, commencing December 1, 2001, to
the persons which are Holders (as reflected in the Register at the close of
business on the May 15 or November 15 immediately preceding the Interest Payment
Date), in each case, even if the Security is canceled on registration of
transfer or registration of exchange after such record date; provided that, with
respect to the payment of principal, the Company will make payment to the Holder
that surrenders this Security to a Paying Agent on or after June 1, 2006.

      The Company will pay principal, premium, if any, and interest in U.S.
Dollars. If a payment date is a date other than a Business Day at a place of
payment, payment may be made at that place on the next succeeding day that is a
Business Day and no interest shall accrue for the intervening period.


                                      A2-5
<PAGE>


      Principal of, and premium, if any, and interest on, Definitive Securities
will be payable, and Definitive Securities may be presented for registration of
transfer or exchange, at the office or agency of the Company maintained for such
purpose. Principal of, and premium, if any, and interest on, Global Securities
will be payable by the Company through the Trustee to the Book-Entry Depositary
in immediately available funds. Holders of Definitive Securities will be
entitled to receive interest payments by wire transfer in immediately available
funds if appropriate wire transfer instructions have been received in writing by
the Trustee not less than 15 days prior to the applicable Interest Payment Date.
Such wire instructions, upon receipt by the Trustee, shall remain in effect
until revoked by such Holder. If wire instructions have not been received by the
Trustee with respect to any Holder of a Definitive Security, payment of interest
may be made by check in immediately available funds mailed to such Holder at the
address set forth upon the Register maintained by the Registrar.

3.    Paying Agent and Registrar.

      Initially, BNY Midwest Trust Company, the Trustee under the Indenture,
will act as Trustee, Paying Agent and Registrar. The Company may appoint and
change the Paying Agent or transfer agent without notice to any Holder; provided
that it will at all times maintain a Paying Agent in The City of New York. The
Company or any wholly owned Subsidiary may act as a Paying Agent, Registrar,
co-registrar or transfer agent, subject to certain limitations.

4.    Indenture.

      The Company issued the Initial Securities under an Indenture dated as of
May 31, 2001 (the "Indenture"), among the Company, International Truck and
Engine Corporation (the "GUARANTOR") and BNY Midwest Trust Company, as trustee
(the "TRUSTEE"). The terms of the Initial Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended ("TIA"). The Initial Securities are subject to
all such terms, and Holders are referred to the Indenture and the TIA for a
statement of all such terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Security and the terms of
the Indenture, the terms of the Indenture shall control.

5.    Subsidiary Guarantees.

      The Securities are guaranteed by the Guarantor, subject to the release of
such guarantees under certain circumstances, as provided in the Indenture. The
Securities may after the date hereof be entitled to certain additional
Subsidiary Guarantees made for the benefit of the Holders.


                                      A2-6
<PAGE>

6.    Exchange Offer.

      In accordance with the terms of the Exchange and Registration Rights
Agreement, dated May 31, 2001, among the Company, the Guarantor and J.P. Morgan
Securities Inc., Credit Suisse First Boston Corporation, Banc of America
Securities LLC, Scotia Capital (USA) Inc., BNY Capital Markets Inc. and RBC
Dominion Securities Corporation (the "REGISTRATION RIGHTS AGREEMENT"), if (i) an
exchange offer registration statement (the "EXCHANGE OFFER REGISTRATION
STATEMENT") is not filed with the Commission on or prior to 90 days after the
Issue Date or the shelf registration statement (the "SHELF REGISTRATION
STATEMENT") is not filed with the Commission on or before the Shelf Filing Date
(as defined in the Registration Rights Agreement), (ii) the Exchange Offer
Registration Statement or the Shelf Registration Statement is not declared
effective within 180 days after the Issue Date, (iii) the registered exchange
offer (the "REGISTERED EXCHANGE OFFER") is not consummated on or prior to 210
days after the Issue Date, or (iv) the Shelf Registration Statement is filed and
declared effective within 90 days after the Issue Date but shall thereafter
cease to be effective (at any time that the Company is obligated to maintain the
effectiveness thereof) without being succeeded within 30 days by an additional
registration statement filed and declared effective (each such event referred to
in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company will be
obligated to pay liquidated damages to each Holder, during the period of one or
more such Registration Defaults, in an amount equal to $0.192 per week per
$1,000 principal amount of Transfer Restricted Securities held by such Holder
until (i) the applicable Registration Statement is filed, (ii) the Exchange
Offer Registration Statement or the Shelf Registration Statement, as the case
may be, is declared effective, (iii) the Registered Exchange Offer is
consummated or (iv) the Shelf Registration Statement again becomes effective, as
the case may be. Following the cure of all Registration Defaults, the accrual of
liquidated damages will cease.

     Notwithstanding any other provision of the Indenture or this Security: (i)
accrued and unpaid interest on the Initial Securities being exchanged in the
Exchange Offer shall be due and payable on the next Interest Payment Date for
the Exchange Securities following the Exchange Offer and shall be paid to the
Holder on the relevant record date of the Exchange Securities issued in respect
of the Initial Securities being exchanged, and (ii) interest on the Initial
Securities being exchanged in the Exchange Offer shall cease to accrue on the
date of completion of the Exchange Offer and interest on the Exchange Securities
to be issued in the Exchange Offer shall accrue from the date of completion of
the Exchange Offer.

7.   Optional Redemption.

     The Company may at its option redeem all or part of the Securities at
any time in whole, or from time to time in part, upon not less than 30 or not
more than 60 days' prior notice mailed to each Holder to be so redeemed at
such Holders' registered address. The Redemption Price will equal to the
greater of: (i) 100% of the principal amount of the Securities to be redeemed
or (ii) the sum of the present values of the Remaining Scheduled Payments of
the Securities discounted to the

                                      A2-7
<PAGE>


Redemption Date, on a semiannual basis (assuming a 360-day year consisting of
twelve 30 day months), at the Treasury Rate plus 50 basis points; plus, in
each case, accrued interest thereon to the Redemption Date.

     In the case of any partial redemption, selection of the Securities for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not so listed, then on a PRO RATA basis, by lot
or by such other method as the Trustee shall deem to be fair and appropriate
(and in such manner as complies with applicable legal requirements) provided
that (i) Securities and portions thereof that the Trustee selects shall be in
amounts of $1,000 or an integral multiple of $1,000 and (ii) no such partial
redemption shall reduce the portion of the principal amount of a Security not
redeemed to less than $1,000. If any Security is to be redeemed in part only,
the notice of redemption relating to such Security shall state the portion of
the principal amount thereof to be redeemed. A new Security in principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption as long as the Company has deposited with the Trustee or with a
Paying Agent (or, if applicable, segregated and held in trust) money sufficient
to pay the Redemption Price of, and accrued interest on, all the Securities
which are to be redeemed on such date.

8.   Mandatory Redemption.

     Except as set forth in paragraph 9 below, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the
Securities.

9.   Repurchase at Option of Holder.

     If a Change of Control occurs, each Holder shall have the right to require
the Company to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of that Holder's Securities pursuant to the Change of
Control offer on the terms set forth in this Indenture (a "CHANGE OF CONTROL
OFFER"). In the Change of Control Offer, the Company shall offer a Change of
Control Payment in cash equal to 101% of the aggregate principal amount of
Securities repurchased plus accrued and unpaid interest and liquidated damages,
if any, on the Securities repurchased to the date of purchase. Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder
as set forth in the Indenture.

     In the event of certain Asset Dispositions and subject to certain
limitations set forth in the Indenture, the Company shall make an Offer to
Purchase the outstanding applicable issue of Securities at a purchase price in
cash equal to 100% of their principal amount plus any accrued and unpaid
interest thereon to the Purchase Date.


                                      A2-8
<PAGE>


10.  Denominations; Transfer; Exchange.

     The Securities are in registered form without coupons in denominations of
$1,000 of principal amount and integral multiples of $1,000 in excess thereof. A
Holder may register the transfer or exchange of Securities in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer or exchange of any
Securities selected for redemption. Also, it need not register the transfer or
exchange of any Securities for a period beginning at the opening of 15 calendar
days before the day of any selection of Securities for redemption under Section
7 hereof and ending at the close of business on the day of selection.

11.  Persons Deemed Owners.

     The registered Holder of a Security shall be treated as its owner for all
purposes.

12.  Unclaimed Money.

         If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company at its request. After that, Holders entitled to the
money must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

13.  Discharge Prior to Redemption or Maturity.

     Subject to certain conditions contained in the Indenture, at any time some
or all of the obligations under the Securities, the Subsidiary Guarantees and
the Indenture may be terminated if the Company deposits with the Trustee money
and/or Government Obligations sufficient to pay the principal of, and premium,
if any, and interest on, the Securities to redemption or stated maturity, as the
case may be.

14.  Amendment; Supplement; Waiver.

     Subject to certain exceptions as set forth in the Indenture, with the
written consent of the Holders of a majority of the aggregate principal amount
of the Outstanding Securities adversely affected by such supplemental indenture,
the Company, when authorized by or pursuant to a Board Resolution, and the
Trustee may enter into an indenture or supplemental indentures to add any
provisions to or to change or eliminate any provisions of this Indenture or of
any other supplemental indenture or to modify the rights of the Holders of such
Securities. Without the consent of any Holders, the Company, when authorized by
or pursuant to a Board Resolution and the Trustee at


                                      A2-9
<PAGE>

any time and from time to time, may enter into supplemental indentures, in
form reasonably satisfactory to the Trustee, to, among other things, cure any
ambiguity, omission, defect or inconsistency and make any change that does
not materially and adversely affect the rights of any Holder. The Holders of
a majority in aggregate principal amount of Outstanding Securities by written
notice to the Trustee may waive on behalf of the Holders of all Securities a
past Default or Event of Default and its consequences except (i) a Default or
Event of Default in the payment of the principal of, or premium, if any, or
interest, if any, on any Security or (ii) an Event of Default resulting from
the breach of a covenant or provision hereof which pursuant to the Indenture
cannot be amended or modified without the consent of the Holder of each
Outstanding Security adversely affected.

15.  Restrictive Covenants.

     The Indenture imposes certain limitations on the ability of the Company and
its Restricted Subsidiaries, among other things, to create Liens, incur
Indebtedness, make Restricted Payments and make Asset Dispositions. In addition,
the Indenture imposes certain limitations on the ability of the Company to
engage in mergers and consolidations or transfers of all or substantially all of
its assets. The Indenture requires the Company to deliver to the Trustee, within
120 days after the end of each fiscal year of the Company (beginning with the
fiscal year next following the Closing Date), a certificate from the principal
executive officer, principal financial officer or principal accounting officer
as to his or her knowledge of the Company's compliance with all conditions and
covenants under this Indenture.

     After such time as: (i) the Securities have been assigned an Investment
Grade rating by both Rating Agencies; (ii) the Investment Grade rating shall not
be accompanied by either (x) in the case of S&P, a negative outlook, creditwatch
negative or the equivalent thereof or (y) in the case of Moody's, a negative
outlook, a review for possible downgrade or the equivalent thereof; and (iii) no
Default under the Indenture has occurred and is continuing, and notwithstanding
that the Securities may later cease to have an Investment Grade rating by both
Rating Agencies or that the Investment Grade rating may later be accompanied by
either items (x) or (y) above the Company and its Restricted Subsidiaries will
not be subject to certain covenants.

16.  Defaults and Remedies.

     The Indenture provides that each of the following events constitutes an
Event of Default with respect to this Security: (i) default in the payment of
principal of, or premium, if any, or liquidated damages (as required by the
Registration Rights Agreement) on any Security when due at maturity, upon
repurchase, upon acceleration or otherwise, including, without limitation,
failure of the Company to repurchase any Security on the date required following
a Change of Control; (ii) default in the payment of any installment of interest
on any Security when due and continuance of such Default for 30 days or more;
(iii) failure to observe, perform or comply with any of the provisions

                                      A2-10
<PAGE>

of the covenant imposing certain limitations on the ability of the Company to
engage in mergers and consolidations or transfers of all or substantially all
of its assets; (iv) default (other than a default set forth in clauses (i),
(ii) and (iii) above) in the performance of, or breach of, any other covenant
or warranty of the Company or of any Restricted Subsidiary in the Indenture,
or in the Notes and failure to remedy such default or breach within a period
of 30 days after written notice from the Trustee or the Holders of at least
25% in aggregate principal amount of the then outstanding Notes; (v) default
under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company or any Subsidiary of the Company (or the payment of
which is guaranteed by the Company or any Restricted Subsidiary of the
Company), which default is caused by a failure to pay principal of or
premium, if any, on such Indebtedness upon its stated maturity or which
default results in the acceleration of such Indebtedness prior to its express
maturity and the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness the maturity of which has
been so accelerated, aggregates $20.0 million or more and such acceleration
has not been rescinded or annulled or such Indebtedness discharged in full
within 30 days; (vi) the entry by a court of competent jurisdiction of one or
more judgments, orders or decrees against the Company or any Subsidiary of
the Company or any of their respective property or assets in an aggregate
amount in excess of $20.0 million, which judgments, orders or decrees have
not been vacated, discharged, satisfied or stayed pending appeal within 30
days from the entry thereof and with respect to which legal enforcement
proceedings have been commenced; or (vii) certain events of bankruptcy,
insolvency or reorganization involving the Company or any Material Subsidiary
of the Company.

     If an Event of Default occurs and is continuing, the principal amount
hereof may be declared due and payable in the manner and with the effect
provided in the Indenture. Upon such a declaration, such principal amount,
premium, if any, and accrued and unpaid interest will become immediately due and
payable.

     If an Event of Default described in clause (vii) above occurs, all unpaid
principal of, premium, if any, and accrued and unpaid interest on the Securities
then outstanding will ipso facto become due and payable.

17.  Trustee Dealings with the Company.

     Subject to certain limitations set forth in the Indenture, the Trustee
under the Indenture, in its individual or any other capacity, may make loans to,
accept deposits from and perform services for the Company or its Affiliates and
may otherwise deal with the Company or its Affiliates as if it were not the
Trustee.


                                      A2-11
<PAGE>


18.  No Recourse Against Others.

     An incorporator, director, officer, employee, stockholder or controlling
person, as such, of each of the Company or any Subsidiary Guarantors shall not
have any liability for any obligations of the Company under the Securities, this
Indenture or the Subsidiary Guarantees or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security,
each Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

19.  Authentication.

     This Security shall not be valid until the Trustee (or authenticating
agent) executes the certificate of authentication on the other side of this
Security.

20.  Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

21.  Additional Rights of Holders of Transfer Restricted Securities.

     In addition to the rights provided to Holders under the Indenture, Holders
of Transfer Restricted Securities shall have all the rights set forth in the
Registration Rights Agreement.

22.  CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

23.  GOVERNING LAW.

     THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK. THE COMPANY AND EACH SUBSIDIARY
GUARANTOR AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK, COUNTY

                                      A2-12
<PAGE>

OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
SECURITY.

24.  Successor Corporation.

     In the event a successor corporation assumes all the obligations of the
Company under the Securities and the Indenture, pursuant to the terms thereof,
the Company will be released from all such obligations.

     The Company will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture which has in it the text of this
Security. Requests may be made to:

                       Navistar International Corporation
                       4201 Winfield Road
                       Warrenville, Illinois 60555
                       Attn: Vice President and Treasurer


                                      A2-13
<PAGE>


                              NOTATION OF GUARANTEE


        For value received, the Guarantor (which term includes any successor
Person under the Indenture) has unconditionally guaranteed, to the extent set
forth in the Indenture and subject to the provisions in the Indenture, dated as
of May 31, 2001 (the "INDENTURE"), among Navistar International Corporation, the
Guarantor party thereto and BNY Midwest Trust Company, as trustee (the
"TRUSTEE"), (i) the due and punctual payment of the principal of, premium, if
any, and interest in full on the Securities (as defined in the Indenture), when
and as the same shall become due and payable whether at Stated Maturity, by
declaration of acceleration or otherwise, (ii) the due and punctual payment of
interest on overdue principal of, premium, if any, and interest in full on the
Securities, to the extent permitted by law, and (iii) the due and punctual
performance of all other Obligations of the Company and the Guarantor to the
Holders or the Trustee, including, without limitation, the payment of fees,
expenses, indemnification or other amounts, all in accordance with the terms of
the Securities and this Indenture. In case of the failure of the Company to
punctually to make any such principal or interest payment or the failure of the
Company to perform any such other Obligation, the Guarantor hereby agrees to
cause any such payment to be made punctually when and as the same shall become
due and payable, whether at Stated Maturity, by acceleration or otherwise. The
Obligations of the Guarantor to the Holders of Securities and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article X
of the Indenture and reference is hereby made to the Indenture for the precise
terms of the Guarantee. The obligations of the Guarantor will be released only
in accordance with the provisions of Article X of the Indenture.

                                      INTERNATIONAL TRUCK AND ENGINE
                                      CORPORATION


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


                                      A2-14
<PAGE>


                                 ASSIGNMENT FORM


     To assign this Security, fill in the form below and have your signature
guaranteed: (I) or (we) assign and transfer this Security to:

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint to transfer this Security on the books of the Company.
The agent may substitute another to act for him.

Dated:
      ------------------------

                                Your Name:
                                          --------------------------------------
                                               (Print your name exactly as it
                                               appears on the face of this
                                               Security)


                                Your Signature:
                                               ---------------------------------
                                               (Sign exactly as your name
                                               appears on the face of this
                                               Security)


Signature Guarantee*:
                     -----------------------------------------------


         * Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).


                                      A2-15
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE


     If you want to elect to have this Security purchased by the Company
pursuant to Section 3.13 or Section 5.9 of the Indenture, please check the
appropriate box:

               | | Section 3.13                     | | Section 5.9

     If you want to elect to have only part of the Security purchased by the
Company pursuant to Section 3.13 or Section 5.9 of the Indenture, state the
amount you elect to have purchased:

                                $----------------

Date:
     -------------------------

                                Your Signature:
                                               -------------------------------
                                               (Sign exactly as your name
                                               appears on the face of this Note)

                                Tax Identification No.:
                                                       -----------------------


Signature Guarantee*:
                     --------------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A2-16
<PAGE>

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

     The initial principal amount of this Global Security is $[______]. The
following increases or decreases in this Global Security have been made:



<TABLE>
<CAPTION>
                                                                             Principal Amount of           Signature of
                     Amount of decrease in     Amount of increases in       this Global Security       authorized officer of
    Date of           Principal Amount of        Principal Amount of           following such               Trustee or
   Exchange          this Global Security       this Global Security       decrease (or increase)           Depositary
--------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                       <C>                         <C>                         <C>
</TABLE>


                                      A2-17
<PAGE>


                                                                      EXHIBIT A3

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

      THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE
(THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR OF ANY PREDECESSOR
OF THIS SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH
CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000 OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE RIGHT OF THE COMPANY AND THE TRUSTEE TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D),
(E) OR (F) AND IN THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF
TRANSFER (A FORM OF WHICH MAY BE OBTAINED FROM THE


                                      A3-1
<PAGE>

COMPANY OR THE TRUSTEE) COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE TRANSACTION TERMINATION DATE.

      THIS SECURITY IS HELD BY THE BOOK-ENTRY DEPOSITORY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.6 OF THE INDENTURE, (2) THIS GLOBAL SECURITY MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.1(d) OF THE INDENTURE,
(3) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL SECURITY MAY BE
DELIVERED TO A SUCCESSOR BOOK-ENTRY DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OR PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                                      A3-2
<PAGE>


                       NAVISTAR INTERNATIONAL CORPORATION

                           9 3/8% Senior Note due 2006

No. [__]                                                              $[______]

ISIN:  US63934EAD04
CUSIP:  63934EAD0


      NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (the
"COMPANY," which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay Cede & Co., or its registered
assigns, the principal sum indicated on the Schedule of Increases or Decreases
in Global Security attached hereto, on June 1, 2006. This is an Institutional
Accredited Investor Global Security under the Indenture hereinafter referred to.

      Interest Payment Dates: June 1 and December 1, commencing December 1,
2001.

      Regular Record Dates: May 15 and November 15.

      Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                      A3-3
<PAGE>


      IN WITNESS WHEREOF, the Company has caused this Security to be executed
manually or by facsimile by its duly authorized officers.


Dated:   May 31, 2001                       NAVISTAR INTERNATIONAL
                                            CORPORATION

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





Certificate of Authentication:

This is one of the Securities described in the within-mentioned Indenture.


Dated: May 31, 2001                         BNY MIDWEST TRUST
                                            COMPANY, as Trustee

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



                                      A3-4
<PAGE>


                           [REVERSE SIDE OF SECURITY]

                       NAVISTAR INTERNATIONAL CORPORATION

                           9 3/8% Senior Note due 2006

      Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

1.    Principal and Interest.

      Navistar International Corporation, a Delaware corporation (such
corporation and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "COMPANY"), promises to pay interest on the
principal amount of this Security at a rate of 9 3/8% per annum from the date of
issuance until repayment at maturity or redemption. The Company will pay
interest semiannually on June 1 and December 1 of each year (each, an "INTEREST
PAYMENT DATE"), commencing December 1, 2001. Interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the Closing Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

      The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand, to the extent permitted by law, at the rate borne
by this Security; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent permitted by law.

2.    Method of Payment.

      The Company will pay interest on the principal amount of the Securities as
provided above on each Interest Payment Date, commencing December 1, 2001, to
the persons which are Holders (as reflected in the Register at the close of
business on the May 15 or November 15 immediately preceding the Interest Payment
Date), in each case, even if the Security is canceled on registration of
transfer or registration of exchange after such record date; provided that, with
respect to the payment of principal, the Company will make payment to the Holder
that surrenders this Security to a Paying Agent on or after June 1, 2006.

      The Company will pay principal, premium, if any, and interest in U.S.
Dollars. If a payment date is a date other than a Business Day at a place of
payment, payment may be made at that place on the next succeeding day that is a
Business Day and no interest shall accrue for the intervening period.


                                      A3-5
<PAGE>


      Principal of, and premium, if any, and interest on, Definitive Securities
will be payable, and Definitive Securities may be presented for registration of
transfer or exchange, at the office or agency of the Company maintained for such
purpose. Principal of, and premium, if any, and interest on, Global Securities
will be payable by the Company through the Trustee to the Book-Entry Depositary
in immediately available funds. Holders of Definitive Securities will be
entitled to receive interest payments by wire transfer in immediately available
funds if appropriate wire transfer instructions have been received in writing by
the Trustee not less than 15 days prior to the applicable Interest Payment Date.
Such wire instructions, upon receipt by the Trustee, shall remain in effect
until revoked by such Holder. If wire instructions have not been received by the
Trustee with respect to any Holder of a Definitive Security, payment of interest
may be made by check in immediately available funds mailed to such Holder at the
address set forth upon the Register maintained by the Registrar.

3.    Paying Agent and Registrar.

      Initially, BNY Midwest Trust Company, the Trustee under the Indenture,
will act as Trustee, Paying Agent and Registrar. The Company may appoint and
change the Paying Agent or transfer agent without notice to any Holder; provided
that it will at all times maintain a Paying Agent in The City of New York. The
Company or any wholly owned Subsidiary may act as a Paying Agent, Registrar,
co-registrar or transfer agent, subject to certain limitations.

4.    Indenture.

      The Company issued the Initial Securities under an Indenture dated as of
May 31, 2001 (the "Indenture"), among the Company, International Truck and
Engine Corporation (the "GUARANTOR") and BNY Midwest Trust Company, as trustee
(the "TRUSTEE"). The terms of the Initial Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended ("TIA"). The Initial Securities are subject to
all such terms, and Holders are referred to the Indenture and the TIA for a
statement of all such terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Security and the terms of
the Indenture, the terms of the Indenture shall control.

5.    Subsidiary Guarantees.

      The Securities are guaranteed by the Guarantor, subject to the release of
such guarantees under certain circumstances, as provided in the Indenture. The
Securities may after the date hereof be entitled to certain additional
Subsidiary Guarantees made for the benefit of the Holders.


                                      A3-6
<PAGE>


6.    Exchange Offer.

      In accordance with the terms of the Exchange and Registration Rights
Agreement, dated May 31, 2001, among the Company, the Guarantor and J.P. Morgan
Securities Inc., Credit Suisse First Boston Corporation, Banc of America
Securities LLC, Scotia Capital (USA) Inc., BNY Capital Markets Inc. and RBC
Dominion Securities Corporation (the "REGISTRATION RIGHTS AGREEMENT"), if (i) an
exchange offer registration statement (the "EXCHANGE OFFER REGISTRATION
STATEMENT") is not filed with the Commission on or prior to 90 days after the
Issue Date or the shelf registration statement (the "SHELF REGISTRATION
STATEMENT") is not filed with the Commission on or before the Shelf Filing Date
(as defined in the Registration Rights Agreement), (ii) the Exchange Offer
Registration Statement or the Shelf Registration Statement is not declared
effective within 180 days after the Issue Date, (iii) the registered exchange
offer (the "REGISTERED EXCHANGE OFFER") is not consummated on or prior to 210
days after the Issue Date, or (iv) the Shelf Registration Statement is filed and
declared effective within 90 days after the Issue Date but shall thereafter
cease to be effective (at any time that the Company is obligated to maintain the
effectiveness thereof) without being succeeded within 30 days by an additional
registration statement filed and declared effective (each such event referred to
in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the Company will be
obligated to pay liquidated damages to each Holder, during the period of one or
more such Registration Defaults, in an amount equal to $0.192 per week per
$1,000 principal amount of Transfer Restricted Securities held by such Holder
until (i) the applicable Registration Statement is filed, (ii) the Exchange
Offer Registration Statement or the Shelf Registration Statement, as the case
may be, is declared effective, (iii) the Registered Exchange Offer is
consummated or (iv) the Shelf Registration Statement again becomes effective, as
the case may be. Following the cure of all Registration Defaults, the accrual of
liquidated damages will cease.

     Notwithstanding any other provision of the Indenture or this Security: (i)
accrued and unpaid interest on the Initial Securities being exchanged in the
Exchange Offer shall be due and payable on the next Interest Payment Date for
the Exchange Securities following the Exchange Offer and shall be paid to the
Holder on the relevant record date of the Exchange Securities issued in respect
of the Initial Securities being exchanged, and (ii) interest on the Initial
Securities being exchanged in the Exchange Offer shall cease to accrue on the
date of completion of the Exchange Offer and interest on the Exchange Securities
to be issued in the Exchange Offer shall accrue from the date of completion of
the Exchange Offer.

7.   Optional Redemption.

     The Company may at its option redeem all or part of the Securities at
any time in whole, or from time to time in part, upon not less than 30 or not
more than 60 days' prior notice mailed to each Holder to be so redeemed at
such Holders' registered address. The Redemption Price will equal to the
greater of: (i) 100% of the principal amount of the Securities to be redeemed
or (ii) the sum of the present values of the Remaining Scheduled Payments of
the Securities discounted to the


                                      A3-7
<PAGE>


Redemption Date, on a semiannual basis (assuming a 360-day year consisting of
twelve 30 day months), at the Treasury Rate plus 50 basis points; plus, in
each case, accrued interest thereon to the Redemption Date.

     In the case of any partial redemption, selection of the Securities for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not so listed, then on a PRO RATA basis, by lot
or by such other method as the Trustee shall deem to be fair and appropriate
(and in such manner as complies with applicable legal requirements) provided
that (i) Securities and portions thereof that the Trustee selects shall be in
amounts of $1,000 or an integral multiple of $1,000 and (ii) no such partial
redemption shall reduce the portion of the principal amount of a Security not
redeemed to less than $1,000. If any Security is to be redeemed in part only,
the notice of redemption relating to such Security shall state the portion of
the principal amount thereof to be redeemed. A new Security in principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption as long as the Company has deposited with the Trustee or with a
Paying Agent (or, if applicable, segregated and held in trust) money sufficient
to pay the Redemption Price of, and accrued interest on, all the Securities
which are to be redeemed on such date.

8.   Mandatory Redemption.

     Except as set forth in paragraph 9 below, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the
Securities.

9.   Repurchase at Option of Holder.

     If a Change of Control occurs, each Holder shall have the right to require
the Company to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of that Holder's Securities pursuant to the Change of
Control offer on the terms set forth in this Indenture (a "CHANGE OF CONTROL
OFFER"). In the Change of Control Offer, the Company shall offer a Change of
Control Payment in cash equal to 101% of the aggregate principal amount of
Securities repurchased plus accrued and unpaid interest and liquidated damages,
if any, on the Securities repurchased to the date of purchase. Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder
as set forth in the Indenture.

     In the event of certain Asset Dispositions and subject to certain
limitations set forth in the Indenture, the Company shall make an Offer to
Purchase the outstanding applicable issue of Securities at a purchase price in
cash equal to 100% of their principal amount plus any accrued and unpaid
interest thereon to the Purchase Date.


                                      A3-8
<PAGE>


10.  Denominations; Transfer; Exchange.

     The Securities are in registered form without coupons in denominations of
$1,000 of principal amount and integral multiples of $1,000 in excess thereof. A
Holder may register the transfer or exchange of Securities in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer or exchange of any
Securities selected for redemption. Also, it need not register the transfer or
exchange of any Securities for a period beginning at the opening of 15 calendar
days before the day of any selection of Securities for redemption under Section
7 hereof and ending at the close of business on the day of selection.

11.  Persons Deemed Owners.

     The registered Holder of a Security shall be treated as its owner for all
purposes.

12.  Unclaimed Money.

         If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company at its request. After that, Holders entitled to the
money must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

13.  Discharge Prior to Redemption or Maturity.

     Subject to certain conditions contained in the Indenture, at any time some
or all of the obligations under the Securities, the Subsidiary Guarantees and
the Indenture may be terminated if the Company deposits with the Trustee money
and/or Government Obligations sufficient to pay the principal of, and premium,
if any, and interest on, the Securities to redemption or stated maturity, as the
case may be.

14.  Amendment; Supplement; Waiver.

     Subject to certain exceptions as set forth in the Indenture, with the
written consent of the Holders of a majority of the aggregate principal amount
of the Outstanding Securities adversely affected by such supplemental indenture,
the Company, when authorized by or pursuant to a Board Resolution, and the
Trustee may enter into an indenture or supplemental indentures to add any
provisions to or to change or eliminate any provisions of this Indenture or of
any other supplemental indenture or to modify the rights of the Holders of such
Securities. Without the consent of any Holders, the Company, when authorized by
or pursuant to a Board Resolution and the Trustee at


                                      A3-9
<PAGE>

any time and from time to time, may enter into supplemental indentures, in
form reasonably satisfactory to the Trustee, to, among other things, cure any
ambiguity, omission, defect or inconsistency and make any change that does
not materially and adversely affect the rights of any Holder. The Holders of
a majority in aggregate principal amount of Outstanding Securities by written
notice to the Trustee may waive on behalf of the Holders of all Securities a
past Default or Event of Default and its consequences except (i) a Default or
Event of Default in the payment of the principal of, or premium, if any, or
interest, if any, on any Security or (ii) an Event of Default resulting from
the breach of a covenant or provision hereof which pursuant to the Indenture
cannot be amended or modified without the consent of the Holder of each
Outstanding Security adversely affected.

15.  Restrictive Covenants.

     The Indenture imposes certain limitations on the ability of the Company and
its Restricted Subsidiaries, among other things, to create Liens, incur
Indebtedness, make Restricted Payments and make Asset Dispositions. In addition,
the Indenture imposes certain limitations on the ability of the Company to
engage in mergers and consolidations or transfers of all or substantially all of
its assets. The Indenture requires the Company to deliver to the Trustee, within
120 days after the end of each fiscal year of the Company (beginning with the
fiscal year next following the Closing Date), a certificate from the principal
executive officer, principal financial officer or principal accounting officer
as to his or her knowledge of the Company's compliance with all conditions and
covenants under this Indenture.

     After such time as: (i) the Securities have been assigned an Investment
Grade rating by both Rating Agencies; (ii) the Investment Grade rating shall not
be accompanied by either (x) in the case of S&P, a negative outlook, creditwatch
negative or the equivalent thereof or (y) in the case of Moody's, a negative
outlook, a review for possible downgrade or the equivalent thereof; and (iii) no
Default under the Indenture has occurred and is continuing, and notwithstanding
that the Securities may later cease to have an Investment Grade rating by both
Rating Agencies or that the Investment Grade rating may later be accompanied by
either items (x) or (y) above the Company and its Restricted Subsidiaries will
not be subject to certain covenants.

16.  Defaults and Remedies.

     The Indenture provides that each of the following events constitutes an
Event of Default with respect to this Security: (i) default in the payment of
principal of, or premium, if any, or liquidated damages (as required by the
Registration Rights Agreement) on any Security when due at maturity, upon
repurchase, upon acceleration or otherwise, including, without limitation,
failure of the Company to repurchase any Security on the date required following
a Change of Control; (ii) default in the payment of any installment of interest
on any Security when due and continuance of such Default for 30 days or more;
(iii) failure to observe, perform or comply with any of the provisions


                                      A3-10
<PAGE>

of the covenant imposing certain limitations on the ability of the Company to
engage in mergers and consolidations or transfers of all or substantially all
of its assets; (iv) default (other than a default set forth in clauses (i),
(ii) and (iii) above) in the performance of, or breach of, any other covenant
or warranty of the Company or of any Restricted Subsidiary in the Indenture,
or in the Notes and failure to remedy such default or breach within a period
of 30 days after written notice from the Trustee or the Holders of at least
25% in aggregate principal amount of the then outstanding Notes; (v) default
under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company or any Subsidiary of the Company (or the payment of
which is guaranteed by the Company or any Restricted Subsidiary of the
Company), which default is caused by a failure to pay principal of or
premium, if any, on such Indebtedness upon its stated maturity or which
default results in the acceleration of such Indebtedness prior to its express
maturity and the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness the maturity of which has
been so accelerated, aggregates $20.0 million or more and such acceleration
has not been rescinded or annulled or such Indebtedness discharged in full
within 30 days; (vi) the entry by a court of competent jurisdiction of one or
more judgments, orders or decrees against the Company or any Subsidiary of
the Company or any of their respective property or assets in an aggregate
amount in excess of $20.0 million, which judgments, orders or decrees have
not been vacated, discharged, satisfied or stayed pending appeal within 30
days from the entry thereof and with respect to which legal enforcement
proceedings have been commenced; or (vii) certain events of bankruptcy,
insolvency or reorganization involving the Company or any Material Subsidiary
of the Company.

     If an Event of Default occurs and is continuing, the principal amount
hereof may be declared due and payable in the manner and with the effect
provided in the Indenture. Upon such a declaration, such principal amount,
premium, if any, and accrued and unpaid interest will become immediately due and
payable.

     If an Event of Default described in clause (vii) above occurs, all unpaid
principal of, premium, if any, and accrued and unpaid interest on the Securities
then outstanding will ipso facto become due and payable.

17.  Trustee Dealings with the Company.

     Subject to certain limitations set forth in the Indenture, the Trustee
under the Indenture, in its individual or any other capacity, may make loans to,
accept deposits from and perform services for the Company or its Affiliates and
may otherwise deal with the Company or its Affiliates as if it were not the
Trustee.


                                      A3-11
<PAGE>


18.  No Recourse Against Others.

     An incorporator, director, officer, employee, stockholder or controlling
person, as such, of each of the Company or any Subsidiary Guarantors shall not
have any liability for any obligations of the Company under the Securities, this
Indenture or the Subsidiary Guarantees or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security,
each Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

19.  Authentication.

     This Security shall not be valid until the Trustee (or authenticating
agent) executes the certificate of authentication on the other side of this
Security.

20.  Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

21.  Additional Rights of Holders of Transfer Restricted Securities.

     In addition to the rights provided to Holders under the Indenture, Holders
of Transfer Restricted Securities shall have all the rights set forth in the
Registration Rights Agreement.

22.  CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

23.  GOVERNING LAW.

     THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK. THE COMPANY AND EACH SUBSIDIARY
GUARANTOR AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK, COUNTY

                                      A3-12
<PAGE>

OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
SECURITY.

24.  Successor Corporation.

     In the event a successor corporation assumes all the obligations of the
Company under the Securities and the Indenture, pursuant to the terms thereof,
the Company will be released from all such obligations.

     The Company will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture which has in it the text of this
Security. Requests may be made to:

                       Navistar International Corporation
                       4201 Winfield Road
                       Warrenville, Illinois 60555
                       Attn: Vice President and Treasurer


                                      A3-13
<PAGE>


                              NOTATION OF GUARANTEE


        For value received, the Guarantor (which term includes any successor
Person under the Indenture) has unconditionally guaranteed, to the extent set
forth in the Indenture and subject to the provisions in the Indenture, dated as
of May 31, 2001 (the "INDENTURE"), among Navistar International Corporation, the
Guarantor party thereto and BNY Midwest Trust Company, as trustee (the
"TRUSTEE"), (i) the due and punctual payment of the principal of, premium, if
any, and interest in full on the Securities (as defined in the Indenture), when
and as the same shall become due and payable whether at Stated Maturity, by
declaration of acceleration or otherwise, (ii) the due and punctual payment of
interest on overdue principal of, premium, if any, and interest in full on the
Securities, to the extent permitted by law, and (iii) the due and punctual
performance of all other Obligations of the Company and the Guarantor to the
Holders or the Trustee, including, without limitation, the payment of fees,
expenses, indemnification or other amounts, all in accordance with the terms of
the Securities and this Indenture. In case of the failure of the Company to
punctually to make any such principal or interest payment or the failure of the
Company to perform any such other Obligation, the Guarantor hereby agrees to
cause any such payment to be made punctually when and as the same shall become
due and payable, whether at Stated Maturity, by acceleration or otherwise. The
Obligations of the Guarantor to the Holders of Securities and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article X
of the Indenture and reference is hereby made to the Indenture for the precise
terms of the Guarantee. The obligations of the Guarantor will be released only
in accordance with the provisions of Article X of the Indenture.

                                             INTERNATIONAL TRUCK AND ENGINE
                                             CORPORATION


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


                                      A3-14
<PAGE>


                                 ASSIGNMENT FORM


     To assign this Security, fill in the form below and have your signature
guaranteed: (I) or (we) assign and transfer this Security to:

--------------------------------------------------------------------------------
                      (Insert assignee's soc. sec. or tax I.D. no.)

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                  (Print or type assignee's name, address and zip code)

and irrevocably appoint to transfer this Security on the books of the Company.
The agent may substitute another to act for him.

Dated:
      ------------------------

                                 Your Name:
                                           -------------------------------------
                                                (Print your name exactly as it
                                                appears on the face of this
                                                Security)


                                 Your Signature:
                                                --------------------------------
                                                (Sign exactly as your name
                                                appears on the face of this
                                                Security)


Signature Guarantee*:
                     -----------------------------------------------


         * Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).


                                      A3-15
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE


     If you want to elect to have this Security purchased by the Company
pursuant to Section 3.13 or Section 5.9 of the Indenture, please check the
appropriate box:

               | | Section 3.13                     | | Section 5.9

     If you want to elect to have only part of the Security purchased by the
Company pursuant to Section 3.13 or Section 5.9 of the Indenture, state the
amount you elect to have purchased:

                                $----------------

Date:
     -------------------------

                                Your Signature:
                                               -------------------------------
                                             (Sign exactly as your name appears
                                             on the face of this Note)

                                Tax Identification No.:
                                                       -----------------------


Signature Guarantee*:
                     --------------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A3-16
<PAGE>


              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

     The initial principal amount of this Global Security is $[______]. The
following increases or decreases in this Global Security have been made:



<TABLE>
<CAPTION>
                                                                             Principal Amount of           Signature of
                     Amount of decrease in     Amount of increases in       this Global Security       authorized officer of
    Date of           Principal Amount of        Principal Amount of           following such               Trustee or
   Exchange          this Global Security       this Global Security       decrease (or increase)           Depositary
------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                       <C>                         <C>                         <C>
</TABLE>


                                      A3-17
<PAGE>

                                                                      EXHIBIT B1

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OR PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                                      B1-1
<PAGE>


                       NAVISTAR INTERNATIONAL CORPORATION

                           9 3/8% Senior Note due 2006

No. [__]                                                               $[______]

ISIN:  US63934EAC21
CUSIP:  63934EAC2

     NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (the
"COMPANY," which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay Cede & Co., or its registered
assigns, the principal sum indicated on the Schedule of Increases or Decreases
in Global Security attached hereto, on June 1, 2006. This is a Rule 144A Global
Security under the Indenture hereinafter referred to.

     Interest Payment Dates: June 1 and December 1, commencing December 1, 2001.

     Regular Record Dates: May 15 and November 15.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                      B1-2
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Security to be executed
manually or by facsimile by its duly authorized officers.


Dated:   May 31, 2001                  NAVISTAR INTERNATIONAL CORPORATION

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





Certificate of Authentication:

This is one of the Securities described in the within-mentioned Indenture.


Dated: May 31, 2001                    BNY MIDWEST TRUST
                                       COMPANY, as Trustee

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


                                      B1-3
<PAGE>


                           [REVERSE SIDE OF SECURITY]

                       NAVISTAR INTERNATIONAL CORPORATION

                           9 3/8% Senior Note due 2006

     Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

1.   Principal and Interest.

     Navistar International Corporation, a Delaware corporation (such
corporation and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "COMPANY"), promises to pay interest on the
principal amount of this Security at a rate of 9 3/8% per annum from the date of
issuance until repayment at maturity or redemption. The Company will pay
interest semiannually on June 1 and December 1 of each year (each, an "INTEREST
PAYMENT DATE"), commencing December 1, 2001. Interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the Closing Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

     The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand, to the extent permitted by law, at the rate borne
by this Security; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent permitted by law.

2.   Method of Payment.

     The Company will pay interest on the principal amount of the Securities as
provided above on each Interest Payment Date, commencing December 1, 2001, to
the persons which are Holders (as reflected in the Register at the close of
business on the May 15 or November 15 immediately preceding the Interest Payment
Date), in each case, even if the Security is canceled on registration of
transfer or registration of exchange after such record date; provided that, with
respect to the payment of principal, the Company will make payment to the Holder
that surrenders this Security to a Paying Agent on or after June 1, 2006.

     The Company will pay principal, premium, if any, and interest in U.S.
Dollars. If a payment date is a date other than a Business Day at a place of
payment, payment may be made at that place on the next succeeding day that is a
Business Day and no interest shall accrue for the intervening period.


                                      B1-4
<PAGE>


     Principal of, and premium, if any, and interest on, Definitive Securities
will be payable, and Definitive Securities may be presented for registration of
transfer or exchange, at the office or agency of the Company maintained for such
purpose. Principal of, and premium, if any, and interest on, Global Securities
will be payable by the Company through the Trustee to the Book-Entry Depositary
in immediately available funds. Holders of Definitive Securities will be
entitled to receive interest payments by wire transfer in immediately available
funds if appropriate wire transfer instructions have been received in writing by
the Trustee not less than 15 days prior to the applicable Interest Payment Date.
Such wire instructions, upon receipt by the Trustee, shall remain in effect
until revoked by such Holder. If wire instructions have not been received by the
Trustee with respect to any Holder of a Definitive Security, payment of interest
may be made by check in immediately available funds mailed to such Holder at the
address set forth upon the Register maintained by the Registrar.

3.   Paying Agent and Registrar.

     Initially, BNY Midwest Trust Company, the Trustee under the Indenture, will
act as Trustee, Paying Agent and Registrar. The Company may appoint and change
the Paying Agent or transfer agent without notice to any Holder; provided that
it will at all times maintain a Paying Agent in The City of New York. The
Company or any wholly owned Subsidiary may act as a Paying Agent, Registrar,
co-registrar or transfer agent, subject to certain limitations.

4.   Indenture.

     The Company issued the Securities under an Indenture dated as of May 31,
2001 (the "Indenture"), among the Company, International Truck and Engine
Corporation (the "GUARANTOR") and BNY Midwest Trust Company, as trustee (the
"TRUSTEE"). The terms of the Securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended ("TIA"). The Securities are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of all such
terms. To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Security and the terms of the Indenture,
the terms of the Indenture shall control.

5.   Subsidiary Guarantees.

     The Securities are guaranteed by the Guarantor, subject to the release of
such guarantees under certain circumstances, as provided in the Indenture. The
Securities may after the date hereof be entitled to certain additional
Subsidiary Guarantees made for the benefit of the Holders.


                                      B1-5
<PAGE>


6.   Optional Redemption.

     The Company may at its option redeem all or part of the Securities at any
time in whole, or from time to time in part, upon not less than 30 or not more
than 60 days' prior notice mailed to each Holder to be so redeemed at such
Holders' registered address. The Redemption Price will equal to the greater of:
(i) 100% of the principal amount of the Securities to be redeemed or (ii) the
sum of the present values of the Remaining Scheduled Payments of the Securities
discounted to the Redemption Date, on a semiannual basis (assuming a 360-day
year consisting of twelve 30 day months), at the Treasury Rate plus 50 basis
points; plus, in each case, accrued interest thereon to the Redemption Date.

     In the case of any partial redemption, selection of the Securities for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not so listed, then on a PRO RATA basis, by lot
or by such other method as the Trustee shall deem to be fair and appropriate
(and in such manner as complies with applicable legal requirements) provided
that (i) Securities and portions thereof that the Trustee selects shall be in
amounts of $1,000 or an integral multiple of $1,000 and (ii) no such partial
redemption shall reduce the portion of the principal amount of a Security not
redeemed to less than $1,000. If any Security is to be redeemed in part only,
the notice of redemption relating to such Security shall state the portion of
the principal amount thereof to be redeemed. A new Security in principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption as long as the Company has deposited with the Trustee or with a
Paying Agent (or, if applicable, segregated and held in trust) money sufficient
to pay the Redemption Price of, and accrued interest on, all the Securities
which are to be redeemed on such date.

7.   Mandatory Redemption.

     Except as set forth in paragraph 9 below, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the
Securities.

8.   Repurchase at Option of Holder.

     If a Change of Control occurs, each Holder shall have the right to require
the Company to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of that Holder's Securities pursuant to the Change of
Control offer on the terms set forth in this Indenture (a "CHANGE OF CONTROL
OFFER"). In the Change of Control Offer, the Company shall offer a Change of
Control Payment in cash equal to 101% of the aggregate principal amount of
Securities repurchased plus accrued and unpaid interest and liquidated damages,
if any, on the Securities repurchased to the


                                      B1-6
<PAGE>

date of purchase. Within 30 days following any Change of Control, the Company
shall mail a notice to each Holder as set forth in the Indenture.

     In the event of certain Asset Dispositions and subject to certain
limitations set forth in the Indenture, the Company shall make an Offer to
Purchase the outstanding applicable issue of Securities at a purchase price in
cash equal to 100% of their principal amount plus any accrued and unpaid
interest thereon to the Purchase Date.

9.   Denominations; Transfer; Exchange.

     The Securities are in registered form without coupons in denominations of
$1,000 of principal amount and integral multiples of $1,000 in excess thereof. A
Holder may register the transfer or exchange of Securities in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer or exchange of any
Securities selected for redemption. Also, it need not register the transfer or
exchange of any Securities for a period beginning at the opening of 15 calendar
days before the day of any selection of Securities for redemption under Section
7 hereof and ending at the close of business on the day of selection.

10.  Persons Deemed Owners.

     The registered Holder of a Security shall be treated as its owner for all
purposes.

11.  Unclaimed Money.

         If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company at its request. After that, Holders entitled to the
money must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

12.  Discharge Prior to Redemption or Maturity.

     Subject to certain conditions contained in the Indenture, at any time some
or all of the obligations under the Securities, the Subsidiary Guarantees and
the Indenture may be terminated if the Company deposits with the Trustee money
and/or Government Obligations sufficient to pay the principal of, and premium,
if any, and interest on, the Securities to redemption or stated maturity, as the
case may be.

13.  Amendment; Supplement; Waiver.


                                      B1-7
<PAGE>


     Subject to certain exceptions as set forth in the Indenture, with the
written consent of the Holders of a majority of the aggregate principal
amount of the Outstanding Securities adversely affected by such supplemental
indenture, the Company, when authorized by or pursuant to a Board Resolution,
and the Trustee may enter into an indenture or supplemental indentures to add
any provisions to or to change or eliminate any provisions of this Indenture
or of any other supplemental indenture or to modify the rights of the Holders
of such Securities. Without the consent of any Holders, the Company, when
authorized by or pursuant to a Board Resolution and the Trustee at any time
and from time to time, may enter into supplemental indentures, in form
reasonably satisfactory to the Trustee, to, among other things, cure any
ambiguity, omission, defect or inconsistency and make any change that does
not materially and adversely affect the rights of any Holder. The Holders of
a majority in aggregate principal amount of Outstanding Securities by written
notice to the Trustee may waive on behalf of the Holders of all Securities a
past Default or Event of Default and its consequences except (i) a Default or
Event of Default in the payment of the principal of, or premium, if any, or
interest, if any, on any Security or (ii) an Event of Default resulting from
the breach of a covenant or provision hereof which pursuant to the Indenture
cannot be amended or modified without the consent of the Holder of each
Outstanding Security adversely affected.

14.  Restrictive Covenants.

     The Indenture imposes certain limitations on the ability of the Company and
its Restricted Subsidiaries, among other things, to create Liens, incur
Indebtedness, make Restricted Payments and make Asset Dispositions. In addition,
the Indenture imposes certain limitations on the ability of the Company to
engage in mergers and consolidations or transfers of all or substantially all of
its assets. The Indenture requires the Company to deliver to the Trustee, within
120 days after the end of each fiscal year of the Company (beginning with the
fiscal year next following the Closing Date), a certificate from the principal
executive officer, principal financial officer or principal accounting officer
as to his or her knowledge of the Company's compliance with all conditions and
covenants under this Indenture.

     After such time as: (i) the Securities have been assigned an Investment
Grade rating by both Rating Agencies; (ii) the Investment Grade rating shall not
be accompanied by either (x) in the case of S&P, a negative outlook, creditwatch
negative or the equivalent thereof or (y) in the case of Moody's, a negative
outlook, a review for possible downgrade or the equivalent thereof; and (iii) no
Default under the Indenture has occurred and is continuing, and notwithstanding
that the Securities may later cease to have an Investment Grade rating by both
Rating Agencies or that the Investment Grade rating may later be accompanied by
either items (x) or (y) above the Company and its Restricted Subsidiaries will
not be subject to certain covenants.

15.  Defaults and Remedies.



                                      B1-8
<PAGE>

     The Indenture provides that each of the following events constitutes an
Event of Default with respect to this Security: (i) default in the payment of
principal of, or premium, if any, or liquidated damages (as required by the
Registration Rights Agreement) on any Security when due at maturity, upon
repurchase, upon acceleration or otherwise, including, without limitation,
failure of the Company to repurchase any Security on the date required
following a Change of Control; (ii) default in the payment of any installment
of interest on any Security when due and continuance of such Default for 30
days or more; (iii) failure to observe, perform or comply with any of the
provisions of the covenant imposing certain limitations on the ability of the
Company to engage in mergers and consolidations or transfers of all or
substantially all of its assets; (iv) default (other than a default set forth
in clauses (i), (ii) and (iii) above) in the performance of, or breach of,
any other covenant or warranty of the Company or of any Restricted Subsidiary
in the Indenture, or in the Notes and failure to remedy such default or
breach within a period of 30 days after written notice from the Trustee or
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes; (v) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any Subsidiary of the
Company (or the payment of which is guaranteed by the Company or any
Restricted Subsidiary of the Company), which default is caused by a failure
to pay principal of or premium, if any, on such Indebtedness upon its stated
maturity or which default results in the acceleration of such Indebtedness
prior to its express maturity and the principal amount of any such
Indebtedness, together with the principal amount of any other such
Indebtedness the maturity of which has been so accelerated, aggregates $20.0
million or more and such acceleration has not been rescinded or annulled or
such Indebtedness discharged in full within 30 days; (vi) the entry by a
court of competent jurisdiction of one or more judgments, orders or decrees
against the Company or any Subsidiary of the Company or any of their
respective property or assets in an aggregate amount in excess of $20.0
million, which judgments, orders or decrees have not been vacated,
discharged, satisfied or stayed pending appeal within 30 days from the entry
thereof and with respect to which legal enforcement proceedings have been
commenced; or (vii) certain events of bankruptcy, insolvency or
reorganization involving the Company or any Material Subsidiary of the
Company.

     If an Event of Default occurs and is continuing, the principal amount
hereof may be declared due and payable in the manner and with the effect
provided in the Indenture. Upon such a declaration, such principal amount,
premium, if any, and accrued and unpaid interest will become immediately due and
payable.

     If an Event of Default described in clause (vii) above occurs, all unpaid
principal of, premium, if any, and accrued and unpaid interest on the Securities
then outstanding will ipso facto become due and payable.

16.  Trustee Dealings with the Company.



                                      B1-9
<PAGE>

     Subject to certain limitations set forth in the Indenture, the Trustee
under the Indenture, in its individual or any other capacity, may make loans
to, accept deposits from and perform services for the Company or its
Affiliates and may otherwise deal with the Company or its Affiliates as if it
were not the Trustee.

17.  No Recourse Against Others.

     An incorporator, director, officer, employee, stockholder or controlling
person, as such, of each of the Company or any Subsidiary Guarantors shall not
have any liability for any obligations of the Company under the Securities, this
Indenture or the Subsidiary Guarantees or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security,
each Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

18.  Authentication.

     This Security shall not be valid until the Trustee (or authenticating
agent) executes the certificate of authentication on the other side of this
Security.

19.  Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

20.  Additional Rights of Holders of Transfer Restricted Securities.

     In addition to the rights provided to Holders under the Indenture, Holders
of Transfer Restricted Securities shall have all the rights set forth in the
Registration Rights Agreement.

21.  CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.



                                      B1-10
<PAGE>

22.  GOVERNING LAW.

     THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE COMPANY AND EACH SUBSIDIARY
GUARANTOR AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK, COUNTY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS SECURITY.

23.  Successor Corporation.

     In the event a successor corporation assumes all the obligations of the
Company under the Securities and the Indenture, pursuant to the terms thereof,
the Company will be released from all such obligations.

     The Company will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture which has in it the text of this
Security. Requests may be made to:

                       Navistar International Corporation
                       4201 Winfield Road
                       Warrenville, Illinois 60555
                       Attn: Vice President and Treasurer


                                      B1-11
<PAGE>


                              NOTATION OF GUARANTEE


        For value received, the Guarantor (which term includes any successor
Person under the Indenture) has unconditionally guaranteed, to the extent set
forth in the Indenture and subject to the provisions in the Indenture, dated as
of May 31, 2001 (the "INDENTURE"), among Navistar International Corporation, the
Guarantor party thereto and BNY Midwest Trust Company, as trustee (the
"TRUSTEE"), (i) the due and punctual payment of the principal of, premium, if
any, and interest in full on the Securities (as defined in the Indenture), when
and as the same shall become due and payable whether at Stated Maturity, by
declaration of acceleration or otherwise, (ii) the due and punctual payment of
interest on overdue principal of, premium, if any, and interest in full on the
Securities, to the extent permitted by law, and (iii) the due and punctual
performance of all other Obligations of the Company and the Guarantor to the
Holders or the Trustee, including, without limitation, the payment of fees,
expenses, indemnification or other amounts, all in accordance with the terms of
the Securities and this Indenture. In case of the failure of the Company to
punctually to make any such principal or interest payment or the failure of the
Company to perform any such other Obligation, the Guarantor hereby agrees to
cause any such payment to be made punctually when and as the same shall become
due and payable, whether at Stated Maturity, by acceleration or otherwise. The
Obligations of the Guarantor to the Holders of Securities and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article X
of the Indenture and reference is hereby made to the Indenture for the precise
terms of the Guarantee. The obligations of the Guarantor will be released only
in accordance with the provisions of Article X of the Indenture.

                                     INTERNATIONAL TRUCK AND ENGINE
                                     CORPORATION


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


                                      B1-12
<PAGE>

                               ASSIGNMENT FORM


     To assign this Security, fill in the form below and have your signature
guaranteed: (I) or (we) assign and transfer this Security to:


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint to transfer this Security on the books of the Company.
The agent may substitute another to act for him.

Dated:
      ------------------------

                                Your Name:
                                          --------------------------------------
                                               (Print your name exactly as it
                                               appears on the face of this
                                               Security)


                                Your Signature:
                                               ---------------------------------
                                               (Sign exactly as your name
                                               appears on the face of this
                                               Security)


Signature Guarantee*:
                     -----------------------------------------------



         * Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).


                                      B1-13
<PAGE>


In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the date that is two years after the
later of the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by the Company or any Affiliate of the
Company, the undersigned confirms that such Securities are being:

CHECK ONE BOX BELOW:

| |  1  acquired for the undersigned's own account, without transfer; or

| |  2  transferred to the Company; or

| |  3  transferred pursuant to and in compliance with Rule 144A under the
        Securities Act of 1933, as amended (the "Securities Act"); or

| |  4  transferred pursuant to an effective registration statement under
        the Securities Act; or

| |  5  transferred pursuant to and in compliance with Regulation S under the
        Securities Act; or

| |  6  transferred to an institutional "accredited investor" (as defined in
        Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has
        furnished to the Trustee a signed letter containing certain
        representations and agreements (the form of which letter appears as
        SECTION 2.7 of the Indenture); or

| |  7  transferred pursuant to another available exemption from the
        registration requirements of the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; PROVIDED, HOWEVER, that if box (5), (6) or
(7) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by
Rule 144 under such Act.


TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this
Security 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 Securities Act

                                      B1-14
<PAGE>


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.


-----------------------------------
Dated:
      -----------------------------


                                      B1-15
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE


     If you want to elect to have this Security purchased by the Company
pursuant to Section 3.13 or Section 5.9 of the Indenture, please check the
appropriate box:

                | | Section 3.13                     | | Section 5.9

     If you want to elect to have only part of the Security purchased by the
Company pursuant to Section 3.13 or Section 5.9 of the Indenture, state the
amount you elect to have purchased:

                                $----------------

Date:
     -------------------------

                              Your Signature:
                                             -------------------------------
                                             (Sign exactly as your name appears
                                             on the face of this Note)

                              Tax Identification No.:
                                                     -----------------------


Signature Guarantee*:
                     --------------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      B1-16
<PAGE>


              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

     The initial principal amount of this Global Security is $[_______]. The
following increases or decreases in this Global Security have been made:



<TABLE>
<CAPTION>
                                                                             Principal Amount of           Signature of
                     Amount of decrease in     Amount of increases in       this Global Security       authorized officer of
    Date of           Principal Amount of        Principal Amount of           following such               Trustee or
   Exchange          this Global Security       this Global Security       decrease (or increase)           Depositary
------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                       <C>                         <C>                         <C>
</TABLE>


                                      B1-17
<PAGE>


                                                                      EXHIBIT B2

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OR PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                                      B2-1
<PAGE>


                       NAVISTAR INTERNATIONAL CORPORATION

                           9 3/8% Senior Note due 2006

No. [__]                                                               $[______]
ISIN:  USU6375FAC15
CUSIP: U6375FAC1


     NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (the
"COMPANY," which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay Cede & Co., or its registered
assigns, the principal sum indicated on the Schedule of Increases of Decreases
in Global Security attached hereto, on June 1, 2006. This is a Regulation S
Global Security under the Indenture hereinafter referred to.

     Interest Payment Dates: June 1 and December 1, commencing December 1, 2001.

     Regular Record Dates: May 15 and November 15.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                      B2-2
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Security to be executed
manually or by facsimile by its duly authorized officers.


Dated:   May 31, 2001                          NAVISTAR INTERNATIONAL
                                               CORPORATION

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





Certificate of Authentication:

This is one of the Securities described in the within-mentioned Indenture.


Dated: May 31, 2001                            BNY MIDWEST TRUST
                                               COMPANY, as Trustee

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


                                      B2-3
<PAGE>


                           [REVERSE SIDE OF SECURITY]

                       NAVISTAR INTERNATIONAL CORPORATION

                           9 3/8% Senior Note due 2006

     Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

1.   Principal and Interest.

     Navistar International Corporation, a Delaware corporation (such
corporation and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "COMPANY"), promises to pay interest on the
principal amount of this Security at a rate of 9 3/8% per annum from the date of
issuance until repayment at maturity or redemption. The Company will pay
interest semiannually on June 1 and December 1 of each year (each, an "INTEREST
PAYMENT DATE"), commencing December 1, 2001. Interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the Closing Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

     The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand, to the extent permitted by law, at the rate borne
by this Security; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent permitted by law.

2.   Method of Payment.

     The Company will pay interest on the principal amount of the Securities as
provided above on each Interest Payment Date, commencing December 1, 2001, to
the persons which are Holders (as reflected in the Register at the close of
business on the May 15 or November 15 immediately preceding the Interest Payment
Date), in each case, even if the Security is canceled on registration of
transfer or registration of exchange after such record date; provided that, with
respect to the payment of principal, the Company will make payment to the Holder
that surrenders this Security to a Paying Agent on or after June 1, 2006.

     The Company will pay principal, premium, if any, and interest in U.S.
Dollars. If a payment date is a date other than a Business Day at a place of
payment, payment may be made at that place on the next succeeding day that is a
Business Day and no interest shall accrue for the intervening period.


                                      B2-4
<PAGE>


     Principal of, and premium, if any, and interest on, Definitive Securities
will be payable, and Definitive Securities may be presented for registration of
transfer or exchange, at the office or agency of the Company maintained for such
purpose. Principal of, and premium, if any, and interest on, Global Securities
will be payable by the Company through the Trustee to the Book-Entry Depositary
in immediately available funds. Holders of Definitive Securities will be
entitled to receive interest payments by wire transfer in immediately available
funds if appropriate wire transfer instructions have been received in writing by
the Trustee not less than 15 days prior to the applicable Interest Payment Date.
Such wire instructions, upon receipt by the Trustee, shall remain in effect
until revoked by such Holder. If wire instructions have not been received by the
Trustee with respect to any Holder of a Definitive Security, payment of interest
may be made by check in immediately available funds mailed to such Holder at the
address set forth upon the Register maintained by the Registrar.

3.   Paying Agent and Registrar.

     Initially, BNY Midwest Trust Company, the Trustee under the Indenture, will
act as Trustee, Paying Agent and Registrar. The Company may appoint and change
the Paying Agent or transfer agent without notice to any Holder; provided that
it will at all times maintain a Paying Agent in The City of New York. The
Company or any wholly owned Subsidiary may act as a Paying Agent, Registrar,
co-registrar or transfer agent, subject to certain limitations.

4.   Indenture.

     The Company issued the Securities under an Indenture dated as of May 31,
2001 (the "Indenture"), among the Company, International Truck and Engine
Corporation (the "GUARANTOR") and BNY Midwest Trust Company, as trustee (the
"TRUSTEE"). The terms of the Securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended ("TIA"). The Securities are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of all such
terms. To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Security and the terms of the Indenture,
the terms of the Indenture shall control.

5.   Subsidiary Guarantees.

     The Securities are guaranteed by the Guarantor, subject to the release of
such guarantees under certain circumstances, as provided in the Indenture. The
Securities may after the date hereof be entitled to certain additional
Subsidiary Guarantees made for the benefit of the Holders.


                                      B2-5
<PAGE>


6.   Optional Redemption.

     The Company may at its option redeem all or part of the Securities at any
time in whole, or from time to time in part, upon not less than 30 or not more
than 60 days' prior notice mailed to each Holder to be so redeemed at such
Holders' registered address. The Redemption Price will equal to the greater of:
(i) 100% of the principal amount of the Securities to be redeemed or (ii) the
sum of the present values of the Remaining Scheduled Payments of the Securities
discounted to the Redemption Date, on a semiannual basis (assuming a 360-day
year consisting of twelve 30 day months), at the Treasury Rate plus 50 basis
points; plus, in each case, accrued interest thereon to the Redemption Date.

     In the case of any partial redemption, selection of the Securities for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not so listed, then on a PRO RATA basis, by lot
or by such other method as the Trustee shall deem to be fair and appropriate
(and in such manner as complies with applicable legal requirements) provided
that (i) Securities and portions thereof that the Trustee selects shall be in
amounts of $1,000 or an integral multiple of $1,000 and (ii) no such partial
redemption shall reduce the portion of the principal amount of a Security not
redeemed to less than $1,000. If any Security is to be redeemed in part only,
the notice of redemption relating to such Security shall state the portion of
the principal amount thereof to be redeemed. A new Security in principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption as long as the Company has deposited with the Trustee or with a
Paying Agent (or, if applicable, segregated and held in trust) money sufficient
to pay the Redemption Price of, and accrued interest on, all the Securities
which are to be redeemed on such date.

7.   Mandatory Redemption.

     Except as set forth in paragraph 9 below, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the
Securities.

8.   Repurchase at Option of Holder.

     If a Change of Control occurs, each Holder shall have the right to require
the Company to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of that Holder's Securities pursuant to the Change of
Control offer on the terms set forth in this Indenture (a "CHANGE OF CONTROL
OFFER"). In the Change of Control Offer, the Company shall offer a Change of
Control Payment in cash equal to 101% of the aggregate principal amount of
Securities repurchased plus accrued and unpaid interest and liquidated damages,
if any, on the Securities repurchased to the


                                      B2-6
<PAGE>

date of purchase. Within 30 days following any Change of Control, the Company
shall mail a notice to each Holder as set forth in the Indenture.

     In the event of certain Asset Dispositions and subject to certain
limitations set forth in the Indenture, the Company shall make an Offer to
Purchase the outstanding applicable issue of Securities at a purchase price in
cash equal to 100% of their principal amount plus any accrued and unpaid
interest thereon to the Purchase Date.

9.   Denominations; Transfer; Exchange.

     The Securities are in registered form without coupons in denominations of
$1,000 of principal amount and integral multiples of $1,000 in excess thereof. A
Holder may register the transfer or exchange of Securities in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer or exchange of any
Securities selected for redemption. Also, it need not register the transfer or
exchange of any Securities for a period beginning at the opening of 15 calendar
days before the day of any selection of Securities for redemption under Section
7 hereof and ending at the close of business on the day of selection.

10.  Persons Deemed Owners.

     The registered Holder of a Security shall be treated as its owner for all
purposes.

11.  Unclaimed Money.

         If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company at its request. After that, Holders entitled to the
money must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

12.  Discharge Prior to Redemption or Maturity.

     Subject to certain conditions contained in the Indenture, at any time some
or all of the obligations under the Securities, the Subsidiary Guarantees and
the Indenture may be terminated if the Company deposits with the Trustee money
and/or Government Obligations sufficient to pay the principal of, and premium,
if any, and interest on, the Securities to redemption or stated maturity, as the
case may be.

13.  Amendment; Supplement; Waiver.


                                      B2-7
<PAGE>


     Subject to certain exceptions as set forth in the Indenture, with the
written consent of the Holders of a majority of the aggregate principal
amount of the Outstanding Securities adversely affected by such supplemental
indenture, the Company, when authorized by or pursuant to a Board Resolution,
and the Trustee may enter into an indenture or supplemental indentures to add
any provisions to or to change or eliminate any provisions of this Indenture
or of any other supplemental indenture or to modify the rights of the Holders
of such Securities. Without the consent of any Holders, the Company, when
authorized by or pursuant to a Board Resolution and the Trustee at any time
and from time to time, may enter into supplemental indentures, in form
reasonably satisfactory to the Trustee, to, among other things, cure any
ambiguity, omission, defect or inconsistency and make any change that does
not materially and adversely affect the rights of any Holder. The Holders of
a majority in aggregate principal amount of Outstanding Securities by written
notice to the Trustee may waive on behalf of the Holders of all Securities a
past Default or Event of Default and its consequences except (i) a Default or
Event of Default in the payment of the principal of, or premium, if any, or
interest, if any, on any Security or (ii) an Event of Default resulting from
the breach of a covenant or provision hereof which pursuant to the Indenture
cannot be amended or modified without the consent of the Holder of each
Outstanding Security adversely affected.

14.  Restrictive Covenants.

     The Indenture imposes certain limitations on the ability of the Company and
its Restricted Subsidiaries, among other things, to create Liens, incur
Indebtedness, make Restricted Payments and make Asset Dispositions. In addition,
the Indenture imposes certain limitations on the ability of the Company to
engage in mergers and consolidations or transfers of all or substantially all of
its assets. The Indenture requires the Company to deliver to the Trustee, within
120 days after the end of each fiscal year of the Company (beginning with the
fiscal year next following the Closing Date), a certificate from the principal
executive officer, principal financial officer or principal accounting officer
as to his or her knowledge of the Company's compliance with all conditions and
covenants under this Indenture.

     After such time as: (i) the Securities have been assigned an Investment
Grade rating by both Rating Agencies; (ii) the Investment Grade rating shall not
be accompanied by either (x) in the case of S&P, a negative outlook, creditwatch
negative or the equivalent thereof or (y) in the case of Moody's, a negative
outlook, a review for possible downgrade or the equivalent thereof; and (iii) no
Default under the Indenture has occurred and is continuing, and notwithstanding
that the Securities may later cease to have an Investment Grade rating by both
Rating Agencies or that the Investment Grade rating may later be accompanied by
either items (x) or (y) above the Company and its Restricted Subsidiaries will
not be subject to certain covenants.

15.  Defaults and Remedies.



                                      B2-8
<PAGE>

     The Indenture provides that each of the following events constitutes an
Event of Default with respect to this Security: (i) default in the payment of
principal of, or premium, if any, or liquidated damages (as required by the
Registration Rights Agreement) on any Security when due at maturity, upon
repurchase, upon acceleration or otherwise, including, without limitation,
failure of the Company to repurchase any Security on the date required
following a Change of Control; (ii) default in the payment of any installment
of interest on any Security when due and continuance of such Default for 30
days or more; (iii) failure to observe, perform or comply with any of the
provisions of the covenant imposing certain limitations on the ability of the
Company to engage in mergers and consolidations or transfers of all or
substantially all of its assets; (iv) default (other than a default set forth
in clauses (i), (ii) and (iii) above) in the performance of, or breach of,
any other covenant or warranty of the Company or of any Restricted Subsidiary
in the Indenture, or in the Notes and failure to remedy such default or
breach within a period of 30 days after written notice from the Trustee or
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes; (v) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any Subsidiary of the
Company (or the payment of which is guaranteed by the Company or any
Restricted Subsidiary of the Company), which default is caused by a failure
to pay principal of or premium, if any, on such Indebtedness upon its stated
maturity or which default results in the acceleration of such Indebtedness
prior to its express maturity and the principal amount of any such
Indebtedness, together with the principal amount of any other such
Indebtedness the maturity of which has been so accelerated, aggregates $20.0
million or more and such acceleration has not been rescinded or annulled or
such Indebtedness discharged in full within 30 days; (vi) the entry by a
court of competent jurisdiction of one or more judgments, orders or decrees
against the Company or any Subsidiary of the Company or any of their
respective property or assets in an aggregate amount in excess of $20.0
million, which judgments, orders or decrees have not been vacated,
discharged, satisfied or stayed pending appeal within 30 days from the entry
thereof and with respect to which legal enforcement proceedings have been
commenced; or (vii) certain events of bankruptcy, insolvency or
reorganization involving the Company or any Material Subsidiary of the
Company.

     If an Event of Default occurs and is continuing, the principal amount
hereof may be declared due and payable in the manner and with the effect
provided in the Indenture. Upon such a declaration, such principal amount,
premium, if any, and accrued and unpaid interest will become immediately due and
payable.

     If an Event of Default described in clause (vii) above occurs, all unpaid
principal of, premium, if any, and accrued and unpaid interest on the Securities
then outstanding will ipso facto become due and payable.

16.  Trustee Dealings with the Company.



                                      B2-9
<PAGE>


     Subject to certain limitations set forth in the Indenture, the Trustee
under the Indenture, in its individual or any other capacity, may make loans
to, accept deposits from and perform services for the Company or its
Affiliates and may otherwise deal with the Company or its Affiliates as if it
were not the Trustee.

17.  No Recourse Against Others.

     An incorporator, director, officer, employee, stockholder or controlling
person, as such, of each of the Company or any Subsidiary Guarantors shall not
have any liability for any obligations of the Company under the Securities, this
Indenture or the Subsidiary Guarantees or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security,
each Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

18.  Authentication.

     This Security shall not be valid until the Trustee (or authenticating
agent) executes the certificate of authentication on the other side of this
Security.

19.  Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

20.  Additional Rights of Holders of Transfer Restricted Securities.

     In addition to the rights provided to Holders under the Indenture, Holders
of Transfer Restricted Securities shall have all the rights set forth in the
Registration Rights Agreement.

21.  CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.



                                      B2-10
<PAGE>

22.  GOVERNING LAW.

     THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE COMPANY AND EACH SUBSIDIARY
GUARANTOR AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK, COUNTY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS SECURITY.

23.  Successor Corporation.

     In the event a successor corporation assumes all the obligations of the
Company under the Securities and the Indenture, pursuant to the terms thereof,
the Company will be released from all such obligations.

     The Company will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture which has in it the text of this
Security. Requests may be made to:

                       Navistar International Corporation
                       4201 Winfield Road
                       Warrenville, Illinois 60555
                       Attn: Vice President and Treasurer


                                      B2-11
<PAGE>


                              NOTATION OF GUARANTEE


        For value received, the Guarantor (which term includes any successor
Person under the Indenture) has unconditionally guaranteed, to the extent set
forth in the Indenture and subject to the provisions in the Indenture, dated as
of May 31, 2001 (the "INDENTURE"), among Navistar International Corporation, the
Guarantor party thereto and BNY Midwest Trust Company, as trustee (the
"TRUSTEE"), (i) the due and punctual payment of the principal of, premium, if
any, and interest in full on the Securities (as defined in the Indenture), when
and as the same shall become due and payable whether at Stated Maturity, by
declaration of acceleration or otherwise, (ii) the due and punctual payment of
interest on overdue principal of, premium, if any, and interest in full on the
Securities, to the extent permitted by law, and (iii) the due and punctual
performance of all other Obligations of the Company and the Guarantor to the
Holders or the Trustee, including, without limitation, the payment of fees,
expenses, indemnification or other amounts, all in accordance with the terms of
the Securities and this Indenture. In case of the failure of the Company to
punctually to make any such principal or interest payment or the failure of the
Company to perform any such other Obligation, the Guarantor hereby agrees to
cause any such payment to be made punctually when and as the same shall become
due and payable, whether at Stated Maturity, by acceleration or otherwise. The
Obligations of the Guarantor to the Holders of Securities and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article X
of the Indenture and reference is hereby made to the Indenture for the precise
terms of the Guarantee. The obligations of the Guarantor will be released only
in accordance with the provisions of Article X of the Indenture.

                                     INTERNATIONAL TRUCK AND ENGINE
                                     CORPORATION


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


                                      B2-12
<PAGE>


                                 ASSIGNMENT FORM


     To assign this Security, fill in the form below and have your signature
guaranteed: (I) or (we) assign and transfer this Security to:


--------------------------------------------------------------------------------
                      (Insert assignee's soc. sec. or tax I.D. no.)


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                  (Print or type assignee's name, address and zip code)

and irrevocably appoint to transfer this Security on the books of the Company.
The agent may substitute another to act for him.

Dated:
      ------------------------

                               Your Name:
                                         ---------------------------------------
                                              (Print your name exactly as it
                                              appears on the face of this
                                              Security)


                               Your Signature:
                                              ----------------------------------
                                              (Sign exactly as your name appears
                                              on the face of this Security)


Signature Guarantee*:
                     -----------------------------------------------



         * Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).


                                      B2-13
<PAGE>


In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the date that is two years after the
later of the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by the Company or any Affiliate of the
Company, the undersigned confirms that such Securities are being:

CHECK ONE BOX BELOW:

| |  1  acquired for the undersigned's own account, without transfer; or

| |  2  transferred to the Company; or

| |  3  transferred pursuant to and in compliance with Rule 144A under the
        Securities Act of 1933, as amended (the "Securities Act"); or

| |  4  transferred pursuant to an effective registration statement under the
        Securities Act; or

| |  5  transferred pursuant to and in compliance with Regulation S under the
        Securities Act; or

| |  6  transferred to an institutional "accredited investor" (as defined in
        Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has
        furnished to the Trustee a signed letter containing certain
        representations and agreements (the form of which letter appears as
        SECTION 2.7 of the Indenture); or

| |  7  transferred pursuant to another available exemption from the
        registration requirements of the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; PROVIDED, HOWEVER, that if box (5), (6) or
(7) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by
Rule 144 under such Act.


TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Security
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 Securities Act


                                      B2-14
<PAGE>


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.



---------------------------------
Dated:
      ---------------------------


                                      B2-15
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE


     If you want to elect to have this Security purchased by the Company
pursuant to Section 3.13 or Section 5.9 of the Indenture, please check the
appropriate box:

                       | | Section 3.13                     | | Section 5.9

     If you want to elect to have only part of the Security purchased by the
Company pursuant to Section 3.13 or Section 5.9 of the Indenture, state the
amount you elect to have purchased:

                                $----------------

Date:
     -------------------------

                                   Your Signature:
                                                  ------------------------------
                                                  (Sign exactly as your name
                                                  appears on the face of this
                                                  Note)

                                   Tax Identification No.:
                                                          ----------------------


Signature Guarantee*:
                     --------------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      B2-16
<PAGE>


              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

     The initial principal amount of this Global Security is $[_______]. The
following increases or decreases in this Global Security have been made:


<TABLE>
<CAPTION>
                                                                             Principal Amount of           Signature of
                     Amount of decrease in     Amount of increases in       this Global Security       authorized officer of
    Date of           Principal Amount of        Principal Amount of           following such               Trustee or
   Exchange          this Global Security       this Global Security       decrease (or increase)           Depositary
-------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                       <C>                         <C>                         <C>

</TABLE>


                                      B2-17
<PAGE>

                                                                      EXHIBIT B3

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OR PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                                      B3-1
<PAGE>


                            NAVISTAR INTERNATIONAL CORPORATION

                                9 3/8% Senior Note due 2006

No. [__]                                                               $[______]

ISIN:  US63934EAD04
CUSIP:  63934EAD0


     NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (the
"COMPANY," which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay Cede & Co., or its registered
assigns, the principal sum indicated on the Schedule of Increases or Decreases
in Global Security attached hereto, on June 1, 2006. This is an Institutional
Accredited Investor Global Security under the Indenture hereinafter referred to.

     Interest Payment Dates: June 1 and December 1, commencing December 1, 2001.

     Regular Record Dates: May 15 and November 15.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                      B3-2
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Security to be executed
manually or by facsimile by its duly authorized officers.


Dated:   May 31, 2001                                NAVISTAR INTERNATIONAL
                                                     CORPORATION

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





Certificate of Authentication:

This is one of the Securities described in the within-mentioned Indenture.


Dated: May 31, 2001                                  BNY MIDWEST TRUST
                                                     COMPANY, as Trustee

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


                                      B3-3
<PAGE>


                           [REVERSE SIDE OF SECURITY]

                       NAVISTAR INTERNATIONAL CORPORATION

                           9 3/8% Senior Note due 2006

     Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

1.   Principal and Interest.

     Navistar International Corporation, a Delaware corporation (such
corporation and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "COMPANY"), promises to pay interest on the
principal amount of this Security at a rate of 9 3/8% per annum from the date of
issuance until repayment at maturity or redemption. The Company will pay
interest semiannually on June 1 and December 1 of each year (each, an "INTEREST
PAYMENT DATE"), commencing December 1, 2001. Interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the Closing Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

     The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand, to the extent permitted by law, at the rate borne
by this Security; it shall pay interest (including post- petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent permitted by law.

2.   Method of Payment.

     The Company will pay interest on the principal amount of the Securities as
provided above on each Interest Payment Date, commencing December 1, 2001, to
the persons which are Holders (as reflected in the Register at the close of
business on the May 15 or November 15 immediately preceding the Interest Payment
Date), in each case, even if the Security is canceled on registration of
transfer or registration of exchange after such record date; provided that, with
respect to the payment of principal, the Company will make payment to the Holder
that surrenders this Security to a Paying Agent on or after June 1, 2006.

     The Company will pay principal, premium, if any, and interest in U.S.
Dollars. If a payment date is a date other than a Business Day at a place of
payment, payment may be made at that place on the next succeeding day that is a
Business Day and no interest shall accrue for the intervening period.


                                      B3-4
<PAGE>



     Principal of, and premium, if any, and interest on, Definitive Securities
will be payable, and Definitive Securities may be presented for registration of
transfer or exchange, at the office or agency of the Company maintained for such
purpose. Principal of, and premium, if any, and interest on, Global Securities
will be payable by the Company through the Trustee to the Book-Entry Depositary
in immediately available funds. Holders of Definitive Securities will be
entitled to receive interest payments by wire transfer in immediately available
funds if appropriate wire transfer instructions have been received in writing by
the Trustee not less than 15 days prior to the applicable Interest Payment Date.
Such wire instructions, upon receipt by the Trustee, shall remain in effect
until revoked by such Holder. If wire instructions have not been received by the
Trustee with respect to any Holder of a Definitive Security, payment of interest
may be made by check in immediately available funds mailed to such Holder at the
address set forth upon the Register maintained by the Registrar.

3.   Paying Agent and Registrar.

     Initially, BNY Midwest Trust Company, the Trustee under the Indenture, will
act as Trustee, Paying Agent and Registrar. The Company may appoint and change
the Paying Agent or transfer agent without notice to any Holder; provided that
it will at all times maintain a Paying Agent in The City of New York. The
Company or any wholly owned Subsidiary may act as a Paying Agent, Registrar,
co-registrar or transfer agent, subject to certain limitations.

4.   Indenture.

     The Company issued the Securities under an Indenture dated as of May 31,
2001 (the "Indenture"), among the Company, International Truck and Engine
Corporation (the "GUARANTOR") and BNY Midwest Trust Company, as trustee (the
"TRUSTEE"). The terms of the Securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended ("TIA"). The Securities are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of all such
terms. To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Security and the terms of the Indenture,
the terms of the Indenture shall control.

5.   Subsidiary Guarantees.

     The Securities are guaranteed by the Guarantor, subject to the release of
such guarantees under certain circumstances, as provided in the Indenture. The
Securities may after the date hereof be entitled to certain additional
Subsidiary Guarantees made for the benefit of the Holders.


                                      B3-5
<PAGE>


6.   Optional Redemption.

     The Company may at its option redeem all or part of the Securities at any
time in whole, or from time to time in part, upon not less than 30 or not more
than 60 days' prior notice mailed to each Holder to be so redeemed at such
Holders' registered address. The Redemption Price will equal to the greater of:
(i) 100% of the principal amount of the Securities to be redeemed or (ii) the
sum of the present values of the Remaining Scheduled Payments of the Securities
discounted to the Redemption Date, on a semiannual basis (assuming a 360-day
year consisting of twelve 30 day months), at the Treasury Rate plus 50 basis
points; plus, in each case, accrued interest thereon to the Redemption Date.

     In the case of any partial redemption, selection of the Securities for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not so listed, then on a PRO RATA basis, by lot
or by such other method as the Trustee shall deem to be fair and appropriate
(and in such manner as complies with applicable legal requirements) provided
that (i) Securities and portions thereof that the Trustee selects shall be in
amounts of $1,000 or an integral multiple of $1,000 and (ii) no such partial
redemption shall reduce the portion of the principal amount of a Security not
redeemed to less than $1,000. If any Security is to be redeemed in part only,
the notice of redemption relating to such Security shall state the portion of
the principal amount thereof to be redeemed. A new Security in principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption as long as the Company has deposited with the Trustee or with a
Paying Agent (or, if applicable, segregated and held in trust) money sufficient
to pay the Redemption Price of, and accrued interest on, all the Securities
which are to be redeemed on such date.

7.   Mandatory Redemption.

     Except as set forth in paragraph 9 below, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the
Securities.

8.   Repurchase at Option of Holder.

     If a Change of Control occurs, each Holder shall have the right to require
the Company to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of that Holder's Securities pursuant to the Change of
Control offer on the terms set forth in this Indenture (a "CHANGE OF CONTROL
OFFER"). In the Change of Control Offer, the Company shall offer a Change of
Control Payment in cash equal to 101% of the aggregate principal amount of
Securities repurchased plus accrued and unpaid interest and liquidated damages,
if any, on the Securities repurchased to the


                                      B3-6
<PAGE>

date of purchase. Within 30 days following any Change of Control, the Company
shall mail a notice to each Holder as set forth in the Indenture.

     In the event of certain Asset Dispositions and subject to certain
limitations set forth in the Indenture, the Company shall make an Offer to
Purchase the outstanding applicable issue of Securities at a purchase price in
cash equal to 100% of their principal amount plus any accrued and unpaid
interest thereon to the Purchase Date.

9.   Denominations; Transfer; Exchange.

     The Securities are in registered form without coupons in denominations of
$1,000 of principal amount and integral multiples of $1,000 in excess thereof. A
Holder may register the transfer or exchange of Securities in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer or exchange of any
Securities selected for redemption. Also, it need not register the transfer or
exchange of any Securities for a period beginning at the opening of 15 calendar
days before the day of any selection of Securities for redemption under Section
7 hereof and ending at the close of business on the day of selection.

10.  Persons Deemed Owners.

     The registered Holder of a Security shall be treated as its owner for all
purposes.

11.  Unclaimed Money.

         If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company at its request. After that, Holders entitled to the
money must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

12.  Discharge Prior to Redemption or Maturity.

     Subject to certain conditions contained in the Indenture, at any time some
or all of the obligations under the Securities, the Subsidiary Guarantees and
the Indenture may be terminated if the Company deposits with the Trustee money
and/or Government Obligations sufficient to pay the principal of, and premium,
if any, and interest on, the Securities to redemption or stated maturity, as the
case may be.

13.  Amendment; Supplement; Waiver.



                                      B3-7
<PAGE>

     Subject to certain exceptions as set forth in the Indenture, with the
written consent of the Holders of a majority of the aggregate principal
amount of the Outstanding Securities adversely affected by such supplemental
indenture, the Company, when authorized by or pursuant to a Board Resolution,
and the Trustee may enter into an indenture or supplemental indentures to add
any provisions to or to change or eliminate any provisions of this Indenture
or of any other supplemental indenture or to modify the rights of the Holders
of such Securities. Without the consent of any Holders, the Company, when
authorized by or pursuant to a Board Resolution and the Trustee at any time
and from time to time, may enter into supplemental indentures, in form
reasonably satisfactory to the Trustee, to, among other things, cure any
ambiguity, omission, defect or inconsistency and make any change that does
not materially and adversely affect the rights of any Holder. The Holders of
a majority in aggregate principal amount of Outstanding Securities by written
notice to the Trustee may waive on behalf of the Holders of all Securities a
past Default or Event of Default and its consequences except (i) a Default or
Event of Default in the payment of the principal of, or premium, if any, or
interest, if any, on any Security or (ii) an Event of Default resulting from
the breach of a covenant or provision hereof which pursuant to the Indenture
cannot be amended or modified without the consent of the Holder of each
Outstanding Security adversely affected.

14.  Restrictive Covenants.

     The Indenture imposes certain limitations on the ability of the Company and
its Restricted Subsidiaries, among other things, to create Liens, incur
Indebtedness, make Restricted Payments and make Asset Dispositions. In addition,
the Indenture imposes certain limitations on the ability of the Company to
engage in mergers and consolidations or transfers of all or substantially all of
its assets. The Indenture requires the Company to deliver to the Trustee, within
120 days after the end of each fiscal year of the Company (beginning with the
fiscal year next following the Closing Date), a certificate from the principal
executive officer, principal financial officer or principal accounting officer
as to his or her knowledge of the Company's compliance with all conditions and
covenants under this Indenture.

     After such time as: (i) the Securities have been assigned an Investment
Grade rating by both Rating Agencies; (ii) the Investment Grade rating shall not
be accompanied by either (x) in the case of S&P, a negative outlook, creditwatch
negative or the equivalent thereof or (y) in the case of Moody's, a negative
outlook, a review for possible downgrade or the equivalent thereof; and (iii) no
Default under the Indenture has occurred and is continuing, and notwithstanding
that the Securities may later cease to have an Investment Grade rating by both
Rating Agencies or that the Investment Grade rating may later be accompanied by
either items (x) or (y) above the Company and its Restricted Subsidiaries will
not be subject to certain covenants.

15.  Defaults and Remedies.



                                      B3-8
<PAGE>

     The Indenture provides that each of the following events constitutes an
Event of Default with respect to this Security: (i) default in the payment of
principal of, or premium, if any, or liquidated damages (as required by the
Registration Rights Agreement) on any Security when due at maturity, upon
repurchase, upon acceleration or otherwise, including, without limitation,
failure of the Company to repurchase any Security on the date required
following a Change of Control; (ii) default in the payment of any installment
of interest on any Security when due and continuance of such Default for 30
days or more; (iii) failure to observe, perform or comply with any of the
provisions of the covenant imposing certain limitations on the ability of the
Company to engage in mergers and consolidations or transfers of all or
substantially all of its assets; (iv) default (other than a default set forth
in clauses (i), (ii) and (iii) above) in the performance of, or breach of,
any other covenant or warranty of the Company or of any Restricted Subsidiary
in the Indenture, or in the Notes and failure to remedy such default or
breach within a period of 30 days after written notice from the Trustee or
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes; (v) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any Subsidiary of the
Company (or the payment of which is guaranteed by the Company or any
Restricted Subsidiary of the Company), which default is caused by a failure
to pay principal of or premium, if any, on such Indebtedness upon its stated
maturity or which default results in the acceleration of such Indebtedness
prior to its express maturity and the principal amount of any such
Indebtedness, together with the principal amount of any other such
Indebtedness the maturity of which has been so accelerated, aggregates $20.0
million or more and such acceleration has not been rescinded or annulled or
such Indebtedness discharged in full within 30 days; (vi) the entry by a
court of competent jurisdiction of one or more judgments, orders or decrees
against the Company or any Subsidiary of the Company or any of their
respective property or assets in an aggregate amount in excess of $20.0
million, which judgments, orders or decrees have not been vacated,
discharged, satisfied or stayed pending appeal within 30 days from the entry
thereof and with respect to which legal enforcement proceedings have been
commenced; or (vii) certain events of bankruptcy, insolvency or
reorganization involving the Company or any Material Subsidiary of the
Company.

     If an Event of Default occurs and is continuing, the principal amount
hereof may be declared due and payable in the manner and with the effect
provided in the Indenture. Upon such a declaration, such principal amount,
premium, if any, and accrued and unpaid interest will become immediately due and
payable.

     If an Event of Default described in clause (vii) above occurs, all unpaid
principal of, premium, if any, and accrued and unpaid interest on the Securities
then outstanding will ipso facto become due and payable.

16.  Trustee Dealings with the Company.


                                      B3-9
<PAGE>



     Subject to certain limitations set forth in the Indenture, the Trustee
under the Indenture, in its individual or any other capacity, may make loans
to, accept deposits from and perform services for the Company or its
Affiliates and may otherwise deal with the Company or its Affiliates as if it
were not the Trustee.

17.  No Recourse Against Others.

     An incorporator, director, officer, employee, stockholder or controlling
person, as such, of each of the Company or any Subsidiary Guarantors shall not
have any liability for any obligations of the Company under the Securities, this
Indenture or the Subsidiary Guarantees or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security,
each Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

18.  Authentication.

     This Security shall not be valid until the Trustee (or authenticating
agent) executes the certificate of authentication on the other side of this
Security.

19.  Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

20.  Additional Rights of Holders of Transfer Restricted Securities.

     In addition to the rights provided to Holders under the Indenture, Holders
of Transfer Restricted Securities shall have all the rights set forth in the
Registration Rights Agreement.

21.  CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.



                                      B3-10
<PAGE>

22.  GOVERNING LAW.

     THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE COMPANY AND EACH SUBSIDIARY
GUARANTOR AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK, COUNTY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS SECURITY.

23.  Successor Corporation.

     In the event a successor corporation assumes all the obligations of the
Company under the Securities and the Indenture, pursuant to the terms thereof,
the Company will be released from all such obligations.

     The Company will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture which has in it the text of this
Security. Requests may be made to:

                       Navistar International Corporation
                       4201 Winfield Road
                       Warrenville, Illinois 60555
                       Attn: Vice President and Treasurer


                                    B3-11
<PAGE>

                            NOTATION OF GUARANTEE


        For value received, the Guarantor (which term includes any successor
Person under the Indenture) has unconditionally guaranteed, to the extent set
forth in the Indenture and subject to the provisions in the Indenture, dated as
of May 31, 2001 (the "INDENTURE"), among Navistar International Corporation, the
Guarantor party thereto and BNY Midwest Trust Company, as trustee (the
"TRUSTEE"), (i) the due and punctual payment of the principal of, premium, if
any, and interest in full on the Securities (as defined in the Indenture), when
and as the same shall become due and payable whether at Stated Maturity, by
declaration of acceleration or otherwise, (ii) the due and punctual payment of
interest on overdue principal of, premium, if any, and interest in full on the
Securities, to the extent permitted by law, and (iii) the due and punctual
performance of all other Obligations of the Company and the Guarantor to the
Holders or the Trustee, including, without limitation, the payment of fees,
expenses, indemnification or other amounts, all in accordance with the terms of
the Securities and this Indenture. In case of the failure of the Company to
punctually to make any such principal or interest payment or the failure of the
Company to perform any such other Obligation, the Guarantor hereby agrees to
cause any such payment to be made punctually when and as the same shall become
due and payable, whether at Stated Maturity, by acceleration or otherwise. The
Obligations of the Guarantor to the Holders of Securities and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article X
of the Indenture and reference is hereby made to the Indenture for the precise
terms of the Guarantee. The obligations of the Guarantor will be released only
in accordance with the provisions of Article X of the Indenture.

                                     INTERNATIONAL TRUCK AND ENGINE
                                     CORPORATION


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


                                    B3-12
<PAGE>

                                 ASSIGNMENT FORM


     To assign this Security, fill in the form below and have your signature
guaranteed: (I) or (we) assign and transfer this Security to:

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint to transfer this Security on the books of the Company.
The agent may substitute another to act for him.

Dated:
      ------------------------

                                Your Name:
                                          --------------------------------------
                                              (Print your name exactly as it
                                              appears on the face of this
                                              Security)


                                Your Signature:
                                               ---------------------------------
                                              (Sign exactly as your name appears
                                              on the face of this Security)


Signature Guarantee*:
                     -----------------------------------------------



         * Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).


                                    B3-13
<PAGE>

In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the date that is two years after the
later of the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by the Company or any Affiliate of the
Company, the undersigned confirms that such Securities are being:

CHECK ONE BOX BELOW:

| |  1  acquired for the undersigned's own account, without transfer; or

| |  2  transferred to the Company; or

| |  3  transferred pursuant to and in compliance with Rule 144A under the
        Securities Act of 1933, as amended (the "Securities Act"); or

| |  4  transferred pursuant to an effective registration statement under the
        Securities Act; or

| |  5  transferred pursuant to and in compliance with Regulation S under the
        Securities Act; or

| |  6  transferred to an institutional "accredited investor" (as defined in
        Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has
        furnished to the Trustee a signed letter containing certain
        representations and agreements (the form of which letter appears as
        SECTION 2.7 of the Indenture); or

| |  7  transferred pursuant to another available exemption from the
        registration requirements of the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; PROVIDED, HOWEVER, that if box (5), (6) or
(7) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by
Rule 144 under such Act.


TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Security
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 Securities Act


                                    B3-14
<PAGE>

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.



---------------------------------
Dated:
      ---------------------------


                                    B3-15
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE


     If you want to elect to have this Security purchased by the Company
pursuant to Section 3.13 or Section 5.9 of the Indenture, please check the
appropriate box:

              | | Section 3.13                     | | Section 5.9

     If you want to elect to have only part of the Security purchased by the
Company pursuant to Section 3.13 or Section 5.9 of the Indenture, state the
amount you elect to have purchased:

                                $----------------

Date:
     -------------------------

                                  Your Signature:
                                                 -------------------------------
                                                 (Sign exactly as your name
                                                 appears on the face of this
                                                 Note)

                                  Tax Identification No.:
                                                         -----------------------


Signature Guarantee*:
                     --------------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                    B3-16
<PAGE>

            SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

     The initial principal amount of this Global Security is $[_______]. The
following increases or decreases in this Global Security have been made:


<TABLE>
<CAPTION>
                                                                             Principal Amount of           Signature of
                     Amount of decrease in     Amount of increases in       this Global Security       authorized officer of
    Date of           Principal Amount of        Principal Amount of           following such               Trustee or
   Exchange          this Global Security       this Global Security       decrease (or increase)           Depositary
------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                       <C>                         <C>                         <C>
</TABLE>


                                    B3-17