EXHIBIT 4.8

                       CIT GROUP FUNDING COMPANY OF CANADA
                                     Issuer

                                 CIT GROUP INC.
                                    Guarantor

                                       And

                              THE BANK OF NEW YORK,
                                     Trustee

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

                                    INDENTURE
                          Dated as of November 1, 2006

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

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                         Reconciliation and tie between
             Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                  and Indenture

Trust Indenture
Act Section                                                    Indenture Section
-----------                                                    -----------------

ss.310(a)(1) ................................................                6.8
(a)(2) ......................................................                6.8
(b) .........................................................                6.8
ss.311 ......................................................                6.5
ss.312(a) ...................................................                7.1
(b) .........................................................                7.2
(c) .........................................................                7.2
ss.313(a) ...................................................                7.3
(c) .........................................................                7.3
(d) .........................................................                7.3
ss.314(a) ...................................................                7.4
(c)(1) ......................................................               17.5
(c)(2) ......................................................               17.5
(e) .........................................................               17.5
(f) .........................................................               17.5
ss.315(a)-(d) ...............................................           6.1, 6.3
(b) .........................................................                6.3
(c) .........................................................                6.1
(d) .........................................................                6.1
(e) .........................................................               5.15
ss.316(a) (last sentence) ...................................                1.1
(a)(1)(A) ...................................................               5.12
(a)(1)(B) ...................................................               5.13
(b) .........................................................                5.8
ss.317(a)(1) ................................................                5.3
(a)(2) ......................................................                5.4
(b) .........................................................                3.3
ss.318(c) ...................................................               17.1
ss.328 ......................................................               17.9

----------

Note: This reconciliation and tie shall not, for any purpose, be deemed to be
part of the Indenture.

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                                Table of Contents
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                                                                            Page
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                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1  Definitions ..................................................    1
Section 1.2  Incorporation by Reference of Trust Indenture Act ............   10
Section 1.3  Rules of Construction ........................................   10
Section 1.4  Acts of Holders ..............................................   11

                                    ARTICLE 2
                                 THE SECURITIES

Section 2.1  Forms Generally ..............................................   12
Section 2.2  Form of Trustee's Certificate of Authentication ..............   13
Section 2.3  Securities in Global Form ....................................   13
Section 2.4  Amount Unlimited; Issuable in Series .........................   14
Section 2.5  Currency; Denominations ......................................   17
Section 2.6  Execution, Authentication, Delivery and Dating ...............   17
Section 2.7  Temporary Securities .........................................   19
Section 2.8  Registration, Transfer and Exchange ..........................   19
Section 2.9  Mutilated, Destroyed, Lost and Stolen Securities .............   22
Section 2.10 Payment of Interest; Rights to Interest Preserved ............   22
Section 2.11 Persons Deemed Owners ........................................   24
Section 2.12 Cancellation .................................................   25
Section 2.13 Computation of Interest ......................................   25

                                    ARTICLE 3
                                    COVENANTS

Section 3.1  Payment of Principal and Interest ............................   25
Section 3.2  Maintenance of Office or Agency ..............................   25
Section 3.3  Money for Securities Payments to Be Held in Trust ............   26
Section 3.4  [Intentionally Omitted] ......................................   28
Section 3.5  Payment of Additional Amounts ................................   28
Section 3.6  Limitations on Pledges and Liens .............................   28
Section 3.7  Corporate Existence ..........................................   31
Section 3.8  Waiver of Certain Covenants ..................................   31
Section 3.9  Company Statement as to Compliance; Notice of
               Certain Defaults ...........................................   31

                                    ARTICLE 4
                              SUCCESSOR CORPORATION

Section 4.1  Company May Consolidate, Etc., Only on Certain Terms .........   32
Section 4.2  Successor Person Substituted .................................   33

                                    ARTICLE 5
                              DEFAULTS AND REMEDIES

Section 5.1  Events of Default ............................................   33

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Section 5.2  Acceleration of Maturity; Rescission and Annulment ...........   35
Section 5.3  Collection of Indebtedness and Suits for
               Enforcement by Trustee .....................................   36
Section 5.4  Trustee May File Proofs of Claim .............................   37
Section 5.5  Trustee May Enforce Claims without Possession of Securities ..   38
Section 5.6  Application of Money Collected ...............................   38
Section 5.7  Limitations on Suits .........................................   38
Section 5.8  Unconditional Right of Holders to Receive Principal
               and Interest ...............................................   39
Section 5.9  Restoration of Rights and Remedies ...........................   39
Section 5.10 Rights and Remedies Cumulative ...............................   39
Section 5.11 Delay or Omission Not Waiver .................................   40
Section 5.12 Control by Holders ...........................................   40
Section 5.13 Waiver of Past Defaults ......................................   40
Section 5.14 Waiver of Usury, Stay or Extension Laws ......................   40
Section 5.15 Undertaking for Costs ........................................   41

                                    ARTICLE 6
                                   THE TRUSTEE

Section 6.1  Duties of Trustee ............................................   41
Section 6.2  Certain Rights of Trustee ....................................   42
Section 6.3  Notice of Defaults ...........................................   44
Section 6.4  Not Responsible for Recitals or Issuance of Securities .......   44
Section 6.5  May Hold Securities ..........................................   44
Section 6.6  Money Held in Trust ..........................................   45
Section 6.7  Compensation and Reimbursement ...............................   45
Section 6.8  Corporate Trustee Required; Eligibility;
               Disqualification; Conflicting Interests ....................   46
Section 6.9  Resignation and Removal; Appointment of Successor ............   46
Section 6.10 Acceptance of Appointment by Successor .......................   47
Section 6.11 Merger, Conversion, Consolidation or Succession to Business ..   49
Section 6.12 Appointment of Authenticating Agent ..........................   49
Section 6.13 Appointment of Attorney-in-Fact ..............................   50

                                    ARTICLE 7
                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1  Company to Furnish Trustee Names and Addresses of Holders ....   52
Section 7.2  Preservation of Information; Communications to Holders .......   52
Section 7.3  Reports by Trustee ...........................................   53
Section 7.4  Reports by Guarantor .........................................   53

                                    ARTICLE 8
   SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1  Satisfaction and Discharge ...................................   54
Section 8.2  Defeasance and Covenant Defeasance ...........................   55
Section 8.3  Application of Trust Money ...................................   58
Section 8.4  Reinstatement ................................................   58

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                                    ARTICLE 9
                                    GUARANTEE

Section 9.1  Agreement to Guarantee .......................................   59
Section 9.2  Execution and Delivery of Guarantees .........................   59
Section 9.3  Release of Guarantees ........................................   60

                                   ARTICLE 10
                          PAYMENT OF ADDITIONAL AMOUNTS

Section 10.1 Payment of Additional Amounts in Respect of Canadian Taxes ...   61
Section 10.2 Exceptions and Limitations on the Payment of
               Additional Amounts in Respect of Canadian Taxes ............   61
Section 10.3 Non-residents of Canada ......................................   62
Section 10.4 Withholding or Deduction for Any
               U.S. Taxes, Assessments or Governmental Charges ............   62
Section 10.5 References to Additional Amounts in this Indenture ...........   63

                                   ARTICLE 11
                     REDEMPTION AT THE OPTION OF THE COMPANY

Section 11.1 Applicability of Article .....................................   64
Section 11.2 Election to Redeem; Notice to Trustee ........................   64
Section 11.3 Notice of Redemption .........................................   65
Section 11.4 Deposit of Redemption Price ..................................   66
Section 11.5 Securities Payable on Redemption Date ........................   66
Section 11.6 Cancellation and Disposition of Securities ...................   66
Section 11.7 Selection by Trustee of Securities to be Redeemed ............   66
Section 11.8 Securities Redeemed in Part ..................................   67

                                   ARTICLE 12
                                   AMENDMENTS

Section 12.1 Without Consent of Holders ...................................   67
Section 12.2 With Consent of Holders ......................................   68
Section 12.3 Execution of Supplemental Indentures .........................   70
Section 12.4 Effect of Supplemental Indentures ............................   70
Section 12.5 Reference in Securities to Supplemental Indentures ...........   70
Section 12.6 Compliance with Trust Indenture Act ..........................   70
Section 12.7 Notice of Supplemental Indenture .............................   70

                                   ARTICLE 13
                               MEETINGS OF HOLDERS

Section 13.1 Purposes for Which Meetings May Be Called ....................   71
Section 13.2 Call, Notice and Place of Meetings ...........................   71
Section 13.3 Persons Entitled to Vote at Meetings .........................   71
Section 13.4 Quorum; Action ...............................................   71
Section 13.5 Determination of Voting Rights;
               Conduct and Adjournment of Meetings ........................   72
Section 13.6 Counting Votes and Recording Action of Meetings ..............   73
Section 13.7 Preservation of Rights of Trustee and Holders ................   73

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                                   ARTICLE 14
                                  SINKING FUNDS

Section 14.1 Applicability of Article .....................................   74
Section 14.2 Satisfaction of Sinking Fund Payments with Securities ........   74
Section 14.3 Redemption of Securities for Sinking Fund ....................   74

                                   ARTICLE 15
                       REPAYMENT AT THE OPTION OF HOLDERS

Section 15.1 Applicability of Article .....................................   75

                                   ARTICLE 16
                        SECURITIES IN FOREIGN CURRENCIES

Section 16.1 Applicability of Article .....................................   75

                                   ARTICLE 17
                                  MISCELLANEOUS

Section 17.1 Conflict with Trust Indenture Act ............................   76
Section 17.2 Notices, etc. to Trustee, Company and Guarantor ..............   76
Section 17.3 Notice to Holders of Securities; Waiver ......................   76
Section 17.4 Language of Notices ..........................................   77
Section 17.5 Compliance Certificates and Opinions .........................   77
Section 17.6 Form of Documents Delivered to Trustee .......................   78
Section 17.7 Effect of Headings and Table of Contents .....................   78
Section 17.8 Successors and Assigns .......................................   78
Section 17.9 Separability Clause ..........................................   78
Section 17.10 Governing Law ...............................................   78
Section 17.11 Legal Holidays ..............................................   79
Section 17.12 Counterparts ................................................   79
Section 17.13 Judgment Currency ...........................................   79
Section 17.14 No Security Interest Created ................................   79
Section 17.15 Limitation on Individual Liability ..........................   79
Section 17.16 Submission to Jurisdiction ..................................   80

Exhibit A-1 -- Form of Fixed Rate Global Note
Exhibit A-2 -- Form of Floating Rate Global Note
Exhibit A-3 -- Form of Guarantee

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      INDENTURE, dated as of November 1, 2006 (the "Indenture"), among CIT Group
Funding Company of Canada, an unlimited company organized under the laws of the
Province of Nova Scotia, Canada (the "Company"), CIT Group Inc., a corporation
duly organized and existing under the laws of the State of Delaware (the
"Guarantor"), and The Bank of New York, as trustee (the "Trustee").

                                    RECITALS

      WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its senior
unsecured debentures, notes or other evidences of indebtedness (the
"Securities"), unlimited as to principal amount, to bear such rates of interest,
to mature at such time or times, to be issued in one or more series and to have
such other provisions as shall be fixed as hereinafter provided;

      WHEREAS, each of the Company and the Guarantor has duly authorized the
execution and delivery of this Indenture, and all things necessary to make this
Indenture a valid agreement of the Company and the Guarantor, in accordance with
its terms, have been done;

      WHEREAS, this Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder that are required to
be part of this Indenture and, to the extent applicable, shall be governed by
such provisions;

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

      For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted, declared and
agreed by and between the parties hereto, for the benefit of the other parties
and for the equal and proportionate benefit of all Holders of each series of
Securities as follows:

                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

      Section 1.1 Definitions.

      "Act" when used with respect to any Holders, has the meaning specified in
Section 1.4.

      "Additional Amounts" means any additional amounts, which are required by
Section 3.5 and Article 10 hereof, to be paid by the Company or the Guarantor in
respect of certain taxes, assessments or other governmental charges imposed on
Holders specified therein and which are owing to such Holders.

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

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      "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.12 to act on behalf of the Trustee to authenticate Securities.

      "Authorized Newspaper" means a newspaper, in an official language of the
place of publication or in the English language, customarily published on each
day that is a Business Day in the place of publication, whether or not published
on days that are legal holidays in the place of publication, and of general
circulation in each place in connection with which the term is used or in the
financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any day that is a Business Day in the
place of publication.

      "Authorized Officer" means, when used with respect to the Company or the
Guarantor, as applicable, the Chairman of the Board of Directors, a Vice
Chairman, the President, the Chief Executive Officer, the Chief Financial
Officer, any Vice President, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company or the Guarantor, as
applicable.

      "Bankruptcy Law" has the meaning specified in Section 5.1(6).

      "Board of Directors" means the board of directors of the Company or the
Guarantor, as applicable, or any committee of that board duly authorized to act
generally or in any particular respect hereunder for the Company or the
Guarantor, as the case may be.

      "Board Resolution" means a copy of one or more resolutions, certified by
the Secretary or an Assistant Secretary of the Company or the Guarantor, as
applicable, to have been duly adopted by the Board of Directors of the Company
or the Guarantor, as applicable, and to be in full force and effect on the date
of such certification, delivered to the Trustee.

      "Business Day" with respect to any Place of Payment or other location,
means any day other than a Saturday, Sunday or other day on which banking
institutions in such Place of Payment or other location are authorized or
obligated by law, regulation or executive order to close.

      "Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including Preferred
Stock, but excluding any debt securities convertible into such equity.

      "Capitalized Lease Obligation" means an obligation under a lease that is
required to be capitalized for financial reporting purposes in accordance with
generally accepted accounting principles, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with such principles.

      "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.

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<PAGE>

      "Company" means the Person named as the "Company" in the first paragraph
of this Indenture until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

      "Company Paid Amount" shall have the meaning set forth in Section 8.4.

      "Company Request" and "Company Order" mean, respectively, a written
request or order, as the case may be, signed in the name of the Company by two
Authorized Officers, and delivered to the Trustee.

      "Corporate Trust Office" means the principal corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of original execution of this Indenture
is located at 101 Barclay Street, New York, New York 10286.

      "Corporation" means corporations and limited liability companies and,
except for purposes of Article 4, associations, companies and business trusts.

      "Currency" with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on any Security, means
Dollars or the Foreign Currency, as the case may be, in which such payment,
deposit or other transfer is required to be made by or pursuant to the terms
hereof or such Security and, with respect to any other payment, deposit or
transfer pursuant to or contemplated by the terms hereof or such Security, means
Dollars.

      "CUSIP number" means the alphanumeric designation assigned to a Security
by Standard & Poor's Ratings Services, CUSIP Service Bureau.

      "Custodian" has the meaning specified in Section 5.1(6).

      "Defaulted Interest" has the meaning specified in Section 2.10.

      "Depository" means, with respect to any Security issuable or issued in the
form of one or more global Securities, the Person designated as Depository by
the Company in or pursuant to this Indenture, which Person must be, to the
extent required by applicable law or regulation, a clearing agency registered
under the Exchange Act, as amended, and, if so provided with respect to any
Security, any successor to such Person. If at any time there is more than one
such Person, "Depository" shall mean, with respect to any series of Securities,
the qualifying entity that has been appointed with respect to such Securities.

      "Dollars" or "$" means a dollar or other equivalent unit of legal tender
for payment of public or private debts in the United States.

      "Event of Default" has the meaning specified in Section 5.1.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder, as in effect from time to
time.

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<PAGE>

      "Foreign Currency" means any currency, currency unit or composite
currency, including, without limitation, the euro, issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.

      "Government Obligations" means securities which are (i) direct obligations
of the United States of America or the other government or governments which
issued the Foreign Currency in which the principal of or any premium or interest
on such Security shall be payable, in each case where the payment or payments
thereunder are supported by the full faith and credit of such government or
governments or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America or such
other government or governments, in each case where the timely payment or
payments thereunder are unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government or
governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository 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 or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depository 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 depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.

      "Guarantees" means the guarantees of the Guarantor as notated on each
Security authenticated and delivered pursuant to this Indenture and shall
include the Guarantee set forth in Article 9 of this Indenture and all other
obligations and covenants of the Guarantor contained in this Indenture and the
Securities.

      "Guarantor" means the party named as "Guarantor" in the first paragraph of
this instrument until a successor Person shall have replaced it pursuant to the
applicable provisions of this Indenture, and thereafter "Guarantor" shall mean
such successor Person.

      "Holder" in the case of any Security, means the Person in whose name such
Security is registered in the Security Register.

      "Indebtedness" means, with respect to any Person, such Person's (i)
obligations for borrowed money, (ii) obligations representing the deferred
purchase price of property or services other than accounts payable arising in
the ordinary course of such Person's business, (iii) obligations, whether or not
assumed, secured by Liens on property now or hereafter owned or acquired by such
Person (other than carriers', warehousemen's, mechanics', repairmen's or other
like nonconsensual statutory Liens arising in the ordinary course of business),
(iv) obligations which are evidenced by notes, acceptances, or other similar
instruments, (v) Capitalized Lease Obligations, (vi) contingent obligations with
respect to the Indebtedness of another Person, including but not limited to the
obligation or liability of another which such Person assumes, guarantees,
endorses, contingently agrees to purchase or provide funds for the payment of,
or otherwise becomes contingently liable upon; provided that any Indebtedness
owing by the

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Guarantor to any of its Subsidiaries or by any Subsidiary of the Guarantor to
the Guarantor or by any Subsidiary of the Guarantor to any other Subsidiary of
the Guarantor or any contingent obligation in respect thereof shall not
constitute Indebtedness for purposes of this Agreement, and (vii) obligations
for which such Person is obligated in respect of a letter of credit. For
purposes of this Indenture, Indebtedness shall not include (A) any indebtedness
of such Person to the extent (I) such indebtedness does not appear on the
financial statement of such Person, (II) such indebtedness is recourse only to
certain assets of such Person, and (III) the assets to which such indebtedness
is recourse only appear on the financial statements of such Person net of such
indebtedness, or (B) any indebtedness or other obligations issued by any Person
(or by a trust or other entity established by such Person or any of its
Affiliates) which are primarily serviced by the cash flows of a discrete pool of
receivables, leases or other financial assets which have been sold or
transferred by the Guarantor or any Subsidiary in securitization transactions
which, in accordance with GAAP, are accounted for as sales for financial
reporting purposes. It is understood and agreed that (1) the amount of any
Indebtedness described in clause (iii) for which recourse is limited to certain
property of such Person shall be the lower of (x) the amount of the obligation
and (y) the fair market value of the property of such Person securing such
obligation, and (2) the amount of any obligation described in clause (vi) shall
be the lower of (x) the stated or determinable amount of the primary obligation
in respect of which such contingent obligation is made, and (y) the maximum
amount for which such Person may be liable pursuant to the terms of the
agreement embodying such contingent obligation unless such primary obligation
and the maximum amount for which such Person may be liable are not stated or
determinable, in which case the amount of such contingent obligation shall be
such Person's maximum, reasonably anticipated liability in respect thereof as
determined by such Person in good faith.

      "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument,
and, with respect to any Security, by the terms and provisions of such Security
established pursuant to Section 2.4 (as such terms and provisions may be amended
pursuant to the applicable provisions hereof).

      "independent public accountants" means accountants or a firm of
accountants that, with respect to the Guarantor and any other obligor under the
Securities, are independent public accountants within the meaning of the
Securities Act, and the rules and regulations promulgated by the Commission
thereunder, who may be the independent public accountants regularly retained by
the Guarantor or who may be other independent public accountants. Such
accountants or firm shall be entitled to rely upon any Opinion of Counsel as to
the interpretation of any legal matters relating to this Indenture or
certificates required to be provided hereunder.

      "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

      "Interest" means interest payable after Maturity with respect to any
Original Issue Discount Security which, by its terms, bears interest only after
Maturity.

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      "Interest Payment Date" with respect to any Security, means the Stated
Maturity of an installment of interest on such Security.

      "Judgment Currency" has the meaning specified in Section 17.13.

      "Legal Holiday" has the meaning specified in Section 17.11.

      "Lien" has the meaning specified in Section 3.6.

      "Maturity" with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or repurchase,
notice of option to elect repayment or otherwise, and includes the Redemption
Date.

      "New York Banking Day" has the meaning specified in Section 17.13.

      "Office or Agency" with respect to any Securities, means an office or
agency of the Company or the Guarantor, as applicable, maintained or designated
in a Place of Payment for such Securities pursuant to Section 3.2 or any other
office of the Company or the Guarantor, as applicable, maintained or designated
pursuant to Section 3.2, or, to the extent designated or required by Section 3.2
in lieu of such Office or Agency, the Corporate Trust Office of the Trustee.

      "Officers' Certificate" means a certificate signed by the Chairman, Vice
Chairman, President, Chief Executive Officer or a Vice President and by the
Chief Financial Officer, Treasurer, an Assistant Treasurer, the Secretary, or an
Assistant Secretary of the Company or the Guarantor, as applicable, and
delivered to the Trustee.

      "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company or the Guarantor or other counsel who
shall be reasonably acceptable to the Trustee that, if required by the Trust
Indenture Act, complies with the requirements of Section 314(e) of the Trust
Indenture Act.

      "Original Issue Discount Security" means a Security issued pursuant to
this Indenture which provides for declaration of an amount less than the
principal face amount thereof to be due and payable upon acceleration pursuant
to Section 5.2.

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

            (a)   any such Security theretofore cancelled by the Trustee or the
                  Registrar or delivered to the Trustee or the Registrar for
                  cancellation;

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<PAGE>

            (b)   any such Security for whose payment at the Maturity thereof
                  money in the necessary amount has been theretofore deposited
                  pursuant hereto with the Trustee or any Paying Agent (other
                  than the Company or the Guarantor or any of their Affiliates)
                  in trust or set aside and segregated in trust by the Company
                  (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 provision therefor
                  satisfactory to the Trustee has been made;

            (c)   any such Security with respect to which the Company has
                  effected defeasance and/or covenant defeasance pursuant to the
                  terms hereof, except to the extent provided in Section 8.2;

            (d)   any such Security which has been paid pursuant to Section 2.9
                  or in exchange for or in lieu of which other Securities have
                  been authenticated and delivered pursuant to this Indenture,
                  unless there shall have been presented to the Trustee proof
                  satisfactory to it that such Security is held by a bona fide
                  purchaser in whose hands such Security is a valid obligation
                  of the Company; and

            (e)   any such Security exchanged as contemplated by this Indenture
                  into other securities of the Company or another issuer, if the
                  terms of such Security provide for such conversion or exchange
                  pursuant to Section 2.4;

      provided, however, that in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or are
present at a meeting of Holders of Securities for quorum purposes, (i) the
principal amount of an Original Issue Discount Security that may be counted in
making such determination and that shall be deemed to be Outstanding for such
purposes shall be equal to the amount of the principal thereof that pursuant to
the terms of such Original Issue Discount Security would be declared (or shall
have been declared to be) due and payable upon a declaration of acceleration
thereof pursuant to Section 5.2 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency shall be
the Dollar equivalent, determined by the Company on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (i) above) of
such Security, and (iv) Securities owned by the Company, the Guarantor or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor, shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making any such
determination or 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 shall have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee

                                       7
<PAGE>

(A) the pledgee's right so to act with respect to such Securities and (B) that
the pledgee is not the Company, the Guarantor or any other obligor upon the
Securities or an Affiliate of the Company, the Guarantor or such other obligor.

      "Paying Agent" means any Person authorized by the Company to pay the
principal of, or any premium or interest on, any Security on behalf of the
Company.

      "Person" means any individual, Corporation, partnership, joint venture,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

      "Place of Payment" with respect to any Security, means the place or places
where the principal of, or any premium or interest on, such Security is payable
as provided in or pursuant to this Indenture or such Security.

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same Indebtedness as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 2.9 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security shall be deemed to
evidence the same Indebtedness as the lost, destroyed, mutilated or stolen
Security.

      "Preferred Stock" in respect of any Corporation means Capital Stock of any
class or classes (however designated) which is preferred as to the payment of
dividends, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such Corporation, over shares of Capital Stock of
any other class of such Corporation.

      "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 or
such Security.

      "Redemption Price", when used with respect to any Security or portion
thereof to be redeemed, means the price at which it is to be redeemed as
determined by or pursuant to this Indenture or such Security.

      "Registrar" has the meaning specified in Section 2.8.

      "Regular Record Date" for the interest payable on any Security on any
Interest Payment Date therefor means the date, if any, specified in or pursuant
to this Indenture or such Security as the "Regular Record Date".

      "Required Currency" has the meaning specified in Section 17.13.

      "Responsible Officer" means any officer within the Corporate Trust Office
of the Trustee that has direct responsibility for the administration of this
Indenture and, for purposes of Section 6.1(3)(b) and the proviso to the first
sentence in Section 6.3, shall also include any other officer to whom any
corporate trust matter is referred, because of his knowledge of, and familiarity
with, a particular subject.

                                       8
<PAGE>

      "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.

      "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of Indebtedness, as the case may
be, authenticated and delivered under this Indenture; provided, however, that,
if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities," with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

      "Security Register" has the meaning specified in Section 2.8.

      "Special Record Date" for the payment of any Defaulted Interest on any
Security means a date fixed by the Company pursuant to Section 2.10.

      "Stated Maturity," with respect to any Security or any installment of
principal thereof or interest thereon, means the date established by or pursuant
to this Indenture or such Security as the fixed date on which the principal of
such Security or such installment of principal or interest is due and payable.

      "Subsidiary" means with respect to the Company or the Guarantor, as
applicable, such Person which, at the time of determination, more than 50% of
the voting power of the shares of its Capital Stock or other interests
(including partnership interests) entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is owned or controlled, directly or indirectly, by (i) the Company or
the Guarantor, as applicable, and/or (ii) one or more Subsidiaries of the
Company or the Guarantor, as applicable; provided, however, that the term
Subsidiary shall not include any Person, if the earnings of such Person are not
consolidated with the financial statements of the Guarantor in accordance with
the requirements of GAAP.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
and any reference herein to the Trust Indenture Act or a particular provision
thereof shall mean such Act or provision, as the case may be, as amended or
replaced from time to time or as supplemented from time to time by rules or
regulations adopted by the Commission under or in furtherance of the purposes of
such Act or provision, as the case may be.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this Indenture until a successor Trustee shall have become such with respect
to one or more series of Securities pursuant to the applicable provisions of
this Indenture, and thereafter "Trustee" shall mean each Person who is then a
Trustee hereunder; provided, however, that if at any time there is more than one
such Person, "Trustee" shall mean each such Person and as used with respect to
the Securities of any series shall mean the Trustee with respect to the
Securities of such series.

      "United States," except as otherwise provided in or pursuant to this
Indenture or any Security, means the United States (including the states thereof
and the District of Columbia), its territories and possessions and other areas
subject to its jurisdiction.

                                       9
<PAGE>

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

      Section 1.2 Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of this Indenture. The following
Trust Indenture Act terms used in this Indenture have the following meanings:

      "indenture securities" means the Securities.

      "indenture security holder" means a Holder or a Securityholder.

      "indenture to be qualified" means this Indenture.

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

      "obligor" on the Securities means the Company or any other obligor on the
      Securities and on the Guarantees means the Guarantor or any other obligor
      on the Guarantees.

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

      Section 1.3 Rules of Construction.

      Except as otherwise specified with respect to any Securities issued
pursuant to Section 2.4, and except as otherwise expressly provided in or
pursuant to this Indenture, or unless the context otherwise requires, for all
purposes of this Indenture:

            (1) the terms defined in this Article have the meanings assigned to
      them in this Article, and include the plural as well as the singular;

            (2) all other terms used herein which are defined in the Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein;

            (3) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles in the United States and, except as otherwise herein expressly
      provided, the terms "generally accepted accounting principles" or "GAAP"
      with respect to any computation required or permitted hereunder shall mean
      such accounting principles as are generally accepted in the United States
      at the date or time of such computation;

            (4) the words "herein," "hereof," "hereto" 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; and

                                       10
<PAGE>

            (5) the word "or" is always used inclusively (for example, the
      phrase "A or B" means "A or B or both," not "either A or B but not both").

      Certain terms used principally in certain Articles hereof are defined in
      those Articles.

      Section 1.4 Acts of Holders.

            (1) Any request, demand, authorization, direction, notice, consent,
      waiver or other action provided by or pursuant to this Indenture to be
      given or taken by Holders may be embodied in and evidenced by one or more
      instruments of substantially similar tenor signed by such Holders in
      person or by an agent duly appointed in writing. Any request, demand,
      authorization, direction, notice, consent, waiver or other action provided
      in or pursuant to this Indenture to be given or taken by Holders of
      Securities may, alternatively, be embodied in and evidenced by the record
      of Holders of Securities voting in favor thereof, either in person or by
      proxies duly appointed in writing, at any meeting of Holders of Securities
      duly called and held in accordance with the provisions of Article 13, or a
      combination of such instruments and any such record. Except as herein
      otherwise expressly provided, such action shall become effective when such
      instrument or instruments or record or both are delivered to the Trustee
      and, where it is hereby expressly required, to the Company or the
      Guarantor. Such instrument or instruments and any such record (and the
      action embodied therein and evidenced thereby) are herein sometimes
      referred to as the "Act" of the Holders signing such instrument or
      instruments or so voting at any such meeting. Proof of execution of any
      such instrument or of a writing appointing any such agent, shall be
      sufficient for any purpose of this Indenture and (subject to Section 315
      of the Trust Indenture Act) conclusive in favor of the Trustee, the
      Company, the Guarantor and any agent of the Trustee or the Company or the
      Guarantor, if made in the manner provided in this Section. The record of
      any meeting of Holders of Securities shall be proved in the manner
      provided in Section 13.6.

            Without limiting the generality of this Section 1.4, unless
      otherwise provided in or pursuant to this Indenture, a Holder, including a
      Depository that is a Holder of a global Security, may make, give or take,
      by a proxy or proxies, duly appointed in writing, any request, demand,
      authorization, direction, notice, consent, waiver or other Act provided in
      or pursuant to this Indenture to be made, given or taken by Holders, and a
      Depository that is a Holder of a global Security may provide its proxy or
      proxies to the beneficial owners of interests in any such global Security
      through such Depository's standing instructions and customary practices.

            The Company shall fix a record date for the purpose of determining
      the Persons who are beneficial owners of interests in any permanent global
      Security held by a Depository entitled under the procedures of such
      Depository to make, give or take, by a proxy or proxies duly appointed in
      writing, any request, demand, authorization, direction, notice, consent,
      waiver or other Act provided in or pursuant to this Indenture to be made,
      given or taken by Holders. If such a record date is fixed, the Holders on
      such record date or their duly appointed proxy or proxies, and only such
      Persons, shall be entitled to make, give or take such request, demand,
      authorization, direction, notice, consent, waiver or other Act, whether or
      not such Holders remain Holders after such record date. No such

                                       11
<PAGE>

      request, demand, authorization, direction, notice, consent, waiver or
      other Act shall be valid or effective if made, given or taken more than 90
      days after such record date.

            (2) The fact and date of the execution by any Person of any such
      instrument or writing referred to in this Section 1.4 may be proved in any
      reasonable manner; and the Trustee may in any instance require further
      proof with respect to any of the matters referred to in this Section.

            (3) The ownership, principal amount and identification numbers of
      Securities held by any Person, and the date of the commencement and the
      date of the termination of holding the same, shall be proved by the
      Security Register.

            (4) If the Company shall solicit from the Holders of any Securities
      any request, demand, authorization, direction, notice, consent, waiver or
      other Act, the Company may at its option (but is not obligated to), by
      Board Resolution, fix in advance a record date for the determination of
      Holders of Securities entitled to give such request, demand,
      authorization, direction, notice, consent, waiver or other Act. If such a
      record date is fixed, such request, demand, authorization, direction,
      notice, consent, waiver or other Act may be given before or after such
      record date, but only the Holders of Securities of record at the close of
      business on such record date shall be deemed to be Holders for the purpose
      of determining whether Holders of the requisite proportion of Outstanding
      Securities have authorized or agreed or consented to such request, demand,
      authorization, direction, notice, consent, waiver or other Act, and for
      that purpose the Outstanding Securities shall be computed as of such
      record date; provided that no such authorization, agreement or consent by
      the Holders of Securities shall be deemed effective unless it shall become
      effective pursuant to the provisions of this Indenture not later than six
      months after the record date.

            (5) Any request, demand, authorization, direction, notice, consent,
      waiver or other Act by the Holder of any Security shall bind every future
      Holder of the same Security and the Holder of every Security issued upon
      the registration of transfer thereof or in exchange therefor or in lieu
      thereof in respect of anything done or suffered to be done by the Trustee,
      any Registrar, any Paying Agent or the Company in reliance thereon,
      whether or not notation of such Act is made upon such Security.

                                   ARTICLE 2
                                 THE SECURITIES

      Section 2.1 Forms Generally

      Each Security (including any temporary or permanent global Security)
issued pursuant to this Indenture shall be in the form established by or
pursuant to a Board Resolution of the Company or the Guarantor, as applicable,
or in one or more indentures supplemental hereto, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by or pursuant to this Indenture or any indenture supplemental hereto
and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may, consistently herewith, be
determined by the officers

                                       12
<PAGE>

executing such Security as evidenced by their execution of such Security or as
may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which
the Securities may be listed.

      Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without coupons
and shall not be issuable upon the exercise of warrants.

      Definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods on a steel engraved border or steel
engraved borders or may be produced in any other manner, all as determined by
the officers of the Company executing such Securities, as evidenced by their
execution of such Securities.

      Section 2.2 Form of Trustee's Certificate of Authentication.

      Subject to Section 6.12, the Trustee's certificate of authentication shall
be in substantially the following form:

            This is one of the Securities of the series designated therein
            referred to in the within-mentioned Indenture.

                                       THE BANK OF NEW YORK,
                                           as Trustee

                                       By
                                         ---------------------------------------
                                           Authorized Signatory

      Section 2.3 Securities in Global Form.

      Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, as
specified and contemplated by Section 2.4, any such Security may provide that it
or any number of such Securities shall represent the aggregate amount of all
Outstanding Securities of such series (or such lesser amount as is permitted by
the terms thereof) from time to time endorsed thereon and may also provide that
the aggregate amount of Outstanding Securities represented thereby may from time
to time be increased or reduced to reflect exchanges. Any endorsement of any
Security in global form to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby shall be made in such manner and by such Person or Persons
as shall be specified therein or in the Company Order to be delivered pursuant
to Section 2.6 or 2.7 with respect thereto. Subject to the provisions of Section
2.6 and, if applicable, Section 2.7, the Trustee shall deliver and redeliver, in
each case at the Company's expense, any Security in permanent global form in the
manner and upon instructions given by the Person or Persons specified therein or
in the applicable Company Order. If a Company Order pursuant to Section 2.6 or
2.7 has been, or simultaneously is, delivered, any instructions by the Company
with

                                       13
<PAGE>

respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officers' Certificate and need not be
accompanied by an Opinion of Counsel.

      Notwithstanding the provisions of Section 2.10, unless otherwise specified
in or pursuant to this Indenture or any Securities, payment of principal of, any
premium and interest on, any Security (i) in temporary form shall be made to the
Person or Persons specified therein, and (ii) in global form and registered in
the name of a Depository or its nominee shall be made to the Depository or its
nominee as the Holder of such global Security. Neither the Company nor the
Trustee shall have any responsibility or liability for any aspect of the records
relating to, or payments made on account of, beneficial ownership interests of a
global Security, or for maintaining, supervising or reviewing any records
relating to beneficial ownership interests, and each of the Company and the
Trustee may act or refrain from acting without liability on any information
provided by the Depository.

      Notwithstanding the provisions of Section 2.11 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
or the Trustee shall treat the Holder of such global Security in registered form
as the Holder of such principal amount of Outstanding Securities represented by
such global Security.

      Section 2.4 Amount Unlimited; Issuable in Series

      The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more series.

      With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to a Board Resolution of
the Company and set forth in an Officers' Certificate of the Company, or
established in one or more indentures supplemental hereto,

            (1) the title and series of such Securities;

            (2) the total principal amount of the series of such Securities and
      whether there shall be any limit upon the aggregate principal amount of
      such Securities that may be authenticated and delivered under this
      Indenture (except for Securities authenticated and delivered upon
      registration or transfer of, or in exchange for, or in lieu of, other
      Securities of such series pursuant to Section 2.7, 2.8, 2.9, 11.8 or
      12.5);

            (3) if any of such Securities are to be issuable in global form,
      when any of such Securities are to be issuable in global form and (i)
      whether such Securities are to be issued in temporary or permanent global
      form or both, (ii) whether beneficial owners of interests in any such
      global Security may exchange such interests for Securities of the same
      series and of like tenor and of any authorized form and denomination, and
      the circumstances under which any such exchanges may occur, if other than
      in the manner specified in Section 2.8, and (iii) the name of the
      Depository with respect to any such global Security;

            (4) if any such Securities are to be issuable in global form, the
      date as of which such global security shall be dated (if other than the
      date of original issuance of the first of such Securities to be issued);

                                       14
<PAGE>

            (5) the date or dates, or the method or methods, if any, by which
      such date or dates shall be determined, on which the principal of and
      premium, if any, on the Securities shall be payable;

            (6) the Person to whom any interest on a Security shall be payable,
      if other than the Person in whose name that Security is registered at the
      close of business on the Regular Record Date for such interest; the rate
      or rates at which such Securities shall bear interest, if any, which rate
      may be zero in the case of certain Securities issued at an issue price
      representing a discount from the principal amount payable at Maturity, or
      the method by which such rate or rates will be determined (including, if
      applicable, any remarketing option or similar method), and the date or
      dates from which such interest, if any, will accrue or the method by which
      such date or dates will be determined, and the basis upon which interest
      shall be calculated if other than that of a 360 day year of twelve 30-day
      months;

            (7) the date or dates on which interest, if any, on such Securities
      shall be payable and any Regular Record Dates applicable to the date or
      dates on which interest will be so payable;

            (8) if in addition to or other than the Borough of Manhattan, The
      City of New York, the place or places where the principal of or any
      premium or interest on such Securities shall be payable, where any of such
      Securities that are issued in registered form may be surrendered for
      registration of transfer or exchange, and where any such Securities may be
      surrendered for exchange and notices of demands to or upon the Company in
      respect of such Securities and this Indenture may be served;

            (9) the extent to which, the manner in which, any interest payment
      on a global Security on an Interest Payment Date, will be paid and the
      manner in which any principal of or premium, if any, on any global
      Security will be paid;

            (10) if such Securities are to be redeemable at the Company's
      option, the date or dates on which, the period or periods within which,
      the price or prices at which and the other terms and conditions upon which
      such Securities may be redeemed, in whole or in part, at the Company's
      option pursuant to any sinking fund or otherwise;

            (11) provisions specifying whether the Company shall be obligated to
      redeem, purchase or repay any of such Securities pursuant to any sinking
      fund or analogous provision or at the option of any Holder of such
      Securities and, if so, the date or dates on which, the period or periods
      within which, the price or prices at which and the other terms and
      conditions upon which such Securities shall be redeemed, purchased or
      repaid, in whole or in part, pursuant to such obligation, and any
      provisions for the remarketing of such Securities so redeemed or
      purchased;

            (12) if other than denominations of $2,000, and any integral
      multiple of $1,000 thereof, the denominations in which any Securities to
      be issued will be issuable;

                                       15
<PAGE>

            (13) provisions specifying whether the Securities will be
      exchangeable for Securities of the Company or other obligors and, if so,
      the terms and conditions upon which such Securities shall be so
      exchangeable;

            (14) if other than the principal amount, the portion of the
      principal amount (or the method by which such portion will be determined)
      of such Securities that will be payable upon declaration of acceleration
      of the Maturity thereof pursuant to the terms of this Indenture;

            (15) if other than Dollars, the Currency of payment, including
      composite Currencies and Foreign Currencies, of the principal of, any
      premium or interest on any of such Securities;

            (16) if other than as provided in Section 8.2, the manner in which
      the Securities of the series are to be defeased;

            (17) provisions specifying whether the principal of, or any premium
      or interest on such Securities shall be payable, at the election of the
      Company or a Holder of Securities, in a Currency other than that in which
      such Securities are stated to be payable and the date or dates on which,
      the period or periods within which, and the other terms and conditions
      upon which, such election may be made, and the time and manner of
      determining the exchange rate;

            (18) any index, formula or other method used to determine the amount
      of payments of principal of, or any premium or interest on such
      Securities;

            (19) provisions specifying whether such Securities are to be issued
      in the form of one or more global Securities and, if so, the identity of
      the Depository for such global Security or Securities;

            (20) any deletions from, modifications of or additions to the Events
      of Default or covenants of the Company that are contained herein with
      respect to such Securities;

            (21) terms specifying whether the provisions described below under
      Section 8.2 shall be applicable to such Securities;

            (22) terms specifying whether any of such Securities are to be
      issued upon the exercise of warrants, and the time, manner and place for
      such Securities to be authenticated and delivered; and

            (23) any other terms of such Securities and any other deletions from
      or modifications or additions to this Indenture in respect of such
      Securities.

      All Securities of any one series shall be substantially identical except
as to Currency of payments due thereunder, denomination and the rate of interest
thereon, or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officers' Certificate or in any indenture or indentures

                                       16
<PAGE>

supplemental hereto pertaining to such series of Securities. The terms of the
Securities of any series may provide, without limitation, that the Securities
shall be authenticated and delivered by the Trustee on original issue from time
to time upon written order of persons designated in the Officers' Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officers' Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officers' Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities. The Company also may issue, and the Trustee may authenticate,
Securities with the same terms as previously issued Securities.

      If any of the terms of the Securities of any series shall be established
by action taken by or pursuant to a Board Resolution of the Company, the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of such series.

      Section 2.5 Currency; Denominations.

      Unless otherwise provided in or pursuant to this Indenture, the principal
of, and any premium and interest, if any, on, the Securities shall be payable in
Dollars. Unless otherwise provided in or pursuant to this Indenture, Securities
denominated in Dollars shall be issuable in registered form without coupons in
denominations of $2,000, and any integral multiple of $1,000 thereof. Securities
not denominated in Dollars shall be issuable in such foreign currency
denominations as are established with respect to such Securities in or pursuant
to this Indenture.

      Section 2.6 Execution, Authentication, Delivery and Dating.

      The Securities shall be executed on behalf of the Company by an Authorized
Officer of the Company. The Guarantees notated on Securities shall be executed
on behalf of the Guarantor by an Authorized Officer of the Guarantor. The
signature of these Authorized Officers on the Securities and the Guarantee
notated thereon may be by facsimile or manual signature.

      Securities and Guarantees notated thereon bearing the manual or facsimile
signatures of Authorized Officers shall bind the Company or the Guarantor, as
applicable, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of original issuance of such Securities.

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company to the
Trustee for authentication and, provided that the Board Resolution and Officers'
Certificate or supplemental indenture or indentures with respect to such
Securities referred to in Section 2.4 and a Company Order for the authentication
and delivery of such Securities have been delivered to the Trustee, the Trustee
in accordance with the Company Order and subject to the provisions hereof and of
such Securities shall authenticate and deliver such Securities. In
authenticating such Securities, and accepting

                                       17
<PAGE>

the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Sections
315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in
relying upon,

            (1) an Opinion of Counsel to the effect that:

                  (a) the form or forms and the terms of such Securities have
            been established in conformity with the provisions of this
            Indenture; and

                  (b) such Securities when completed by appropriate insertions
            and executed and delivered by the Company to the Trustee for
            authentication in accordance with this Indenture, authenticated and
            delivered by the Trustee in accordance with this Indenture and
            issued by the Company in the manner and subject to any conditions
            specified in such Opinion of Counsel, will constitute legal, valid
            and binding obligations of the Company, enforceable in accordance
            with their terms, subject to applicable bankruptcy, insolvency,
            reorganization and other similar laws of general applicability
            relating to or affecting the enforcement of creditors' rights, to
            general equitable principles and to such other qualifications as
            such counsel shall conclude do not materially affect the rights of
            Holders of such Securities; and

            (2) an Officers' Certificate stating that, to the best knowledge of
      the Persons executing such certificate, all conditions precedent to the
      execution, authentication and delivery of such Securities have been
      complied with, and no event which is, or after notice or lapse of time
      would become, an Event of Default with respect to any of the Securities
      shall have occurred and be continuing.

      If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel and an Officers'
Certificate at the time of issuance of each Security, but such Opinion of
Counsel and Officers' Certificate, with appropriate modifications, shall be
delivered at or before the time of issuance of the first Security of such
series. After any such first delivery, any separate written request by an
Authorized Officer of the Company or any person designated in writing by an
Authorized Officer of the Company that the Trustee authenticate and deliver
Securities of such series for original issue will be deemed to be a
certification by the Company that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Securities continue to
have been complied with and that no Event of Default with respect to any of the
Securities has occurred or is continuing.

      The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

      Each Security shall be dated the date of its authentication.

      No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially

                                       18
<PAGE>

in the form provided for in Section 2.2 or 6.12 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
authorized signatories. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.

      Section 2.7 Temporary Securities.

      Pending the preparation of definitive Securities, the Company may execute
and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 2.6, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the Company executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities. Such temporary Securities may be in global form.

      Except in the case of temporary Securities in global form, which shall be
exchanged in accordance with the provisions thereof, if temporary Securities are
issued, the Company shall cause definitive Securities to be prepared without
unreasonable delay. After the preparation of definitive Securities of the same
series and containing terms and provisions that are identical to and evidencing
the same continuing indebtedness as those of any temporary Securities, such
temporary Securities shall be exchangeable for such definitive Securities upon
surrender of such temporary Securities at an Office or Agency for such
Securities, without charge to any Holder thereof. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor an equal
aggregate principal amount of definitive Securities evidencing the same
continuing indebtedness as the temporary Securities of authorized denominations
of the same series and containing identical terms and provisions. Unless
otherwise provided in or pursuant to this Indenture with respect to a temporary
global Security, until so exchanged the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.

      Section 2.8 Registration, Transfer and Exchange.

      With respect to the Securities of each series, the Company shall cause to
be kept a register (each such register being herein sometimes referred to as the
"Security Register") at an Office or Agency for such series in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of the Securities of such series and of transfers of the
Securities of such series. Such Office or Agency shall be the "Registrar" for
that series of Securities. Unless otherwise specified in or pursuant to this
Indenture or the Securities, the Trustee shall be the initial Registrar for each
series of Securities. The Company shall have the right to remove and replace
from time to time the Registrar for any series of Securities; provided that no
such removal or replacement shall be effective until a successor Registrar with
respect to such series of Securities shall have been appointed by the Company
and shall have accepted such appointment by the Company. In the event that the
Trustee shall not be or shall cease to be Registrar with respect to a series of
Securities, it shall have the right to examine the Security Register for such
series at all reasonable times. The Company shall be required to

                                       19
<PAGE>

maintain a Registrar in each place where the principal of and premium or
interest on any Security is payable. There shall be only one Security Register
for each series of Securities.

      Upon surrender for registration of transfer of any Security of any series
at any Office or Agency for such series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of the same series denominated as
authorized in or pursuant to this Indenture, of a like aggregate principal
amount bearing a number not contemporaneously outstanding and containing
identical terms and provisions.

      At the option of the Holder, certificated Securities and the right to
receive the principal, premium and interest, if any, on any certificated
Security may be transferred by a Holder by surrendering such certificate
representing the certificated Securities at the Corporate Trust Office of the
Trustee. Such certificate representing the certificated Securities may be
reissued by the Company or the Trustee to a new Holder or a new certificate
representing the certificated Securities may be issued by the Company or the
Trustee to a new Holder.

      At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series containing identical terms and provisions,
in any authorized denominations, and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at any Office or Agency for such
series. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
that the Holder making the exchange is entitled to receive.

      Notwithstanding the foregoing, except as otherwise provided in or pursuant
to this Indenture, any global Security shall be exchangeable for certificated
Securities only if (i) the Depository is at any time unwilling, unable or
ineligible to continue as depository and a successor depository is not appointed
by the Company within 90 days of the date the Company is so informed in writing,
(ii) the Company, in its discretion, determines not to require all of the
Securities of a series to be represented by a global Security and notifies the
Trustee of its decision by executing and delivering to the Trustee a Company
Order to the effect that such global Security shall be so exchangeable or (iii)
an Event of Default has occurred and is continuing, the Company, the Trustee,
the Registrar and the Paying Agent shall have notified the Depository that the
global Security shall be exchangeable for certificated Securities. If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for definitive Securities as the result of an event described in
clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary
delay but in any event not later than the earliest date on which such interests
may be so exchanged, the Company shall deliver to the Trustee definitive
Securities in such form and denominations as are required by or pursuant to this
Indenture, and of the same series, containing identical terms and in aggregate
principal amount equal to the principal amount of such global Security, executed
by the Company. On or after the earliest date on which such interests may be so
exchanged, such global Security shall be surrendered from time to time by the
Depository as shall be specified in the Company Order with respect thereto, and
in accordance with instructions given to the Trustee and the Depository, as the
case may be (which instructions shall be in writing but need not be contained in
or accompanied by an Officers' Certificate or be accompanied by an Opinion of
Counsel), as shall be specified in the Company Order with respect thereto to the
Trustee, as the Company's agent for such purpose, to

                                       20
<PAGE>

be exchanged, in whole or in part, for definitive Securities as described above
without charge. The Trustee shall authenticate and make available for delivery,
in exchange for each portion of such surrendered global Security, a like
aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such global
Security to be exchanged. Promptly following any such exchange in part, such
global Security shall be returned by the Trustee to such Depository, or such
other Depository referred to above in accordance with the instructions of the
Company referred to above. If a Security is issued in exchange for any portion
of a global Security after the close of business at the Office or Agency for
such Security where such exchange occurs on or after (i) any Regular Record Date
for such Security and before the opening of business at such Office or Agency on
the next succeeding Interest Payment Date, or (ii) any Special Record Date for
such Security and before the opening of business at such Office or Agency on the
related proposed date for payment of interest or Defaulted Interest, as the case
may be, interest shall not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such Security, but shall be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, only to the Person to whom interest in respect of such portion of such
global Security shall be payable in accordance with the provisions of this
Indenture.

      All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
continuing debt and entitling the Holders thereof to the same benefits under
this Indenture as the Securities surrendered upon such registration of transfer
or exchange. For greater certainty, no transfer or exchange of Securities
pursuant to Section 2.7, 2.9, 11.8, 12.5 or this Section 2.8 shall constitute a
novation or any other form of deemed repayment or reissuance of any Indebtedness
of the Company hereunder.

      Every Security presented or surrendered for registration of transfer or
for exchange or redemption shall (if so required by the Company or the Registrar
for such Security) be duly endorsed, or be accompanied by a written instrument
of transfer in a form satisfactory to the Company and the Registrar for such
Security duly executed by the Holder thereof or his attorney duly authorized in
writing.

      No service charge shall be made for any registration of transfer or
exchange, or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any stamp tax or other governmental charge and any other
reasonable expenses (including fees and expenses of the Trustee) that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 2.7, 2.9, 11.8 or 12.5 not
involving any transfer.

      Except as otherwise provided in or pursuant to this Indenture, the Company
shall not be required (i) to register the transfer of or exchange Securities of
any series during a period beginning at the opening of business 15 days before
the day the Company transmits a notice of redemption of Securities of the series
selected for redemption and ending at the close of business on the day of the
transmission, or (ii) to register the transfer of or exchange any Security
selected for redemption in whole or in part, except in the case of any Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
issue, register the transfer of or exchange any Security which, in accordance
with its terms, has been surrendered for repayment at the option of the Holder,
except the portion, if any, of such Security not to be so repaid.

                                       21
<PAGE>

      Section 2.9 Mutilated, Destroyed, Lost and Stolen Securities.

      If any mutilated Security is surrendered to the Trustee, subject to the
provisions of this Section 2.9, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
containing identical terms and of like principal amount and bearing a number not
contemporaneously outstanding.

      If there be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, 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 the Company's request the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Security a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding.

      Notwithstanding the foregoing provisions of this Section 2.9, in case any
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 2.9, the Company
may require the payment of a sum sufficient to cover any stamp tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

      Every new Security issued pursuant to this Section 2.9 in lieu of any
destroyed, lost or stolen Security, or in exchange for a Security to which a
destroyed, shall constitute a separate obligation of the Company, whether or not
the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series duly issued
hereunder.

      The provisions of this Section 2.9, as amended or supplemented pursuant to
this Indenture with respect to particular Securities or generally, shall be
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 Payment of Interest; Rights to Interest Preserved.

      Unless otherwise provided in or pursuant to this Indenture, any interest
on any Security which shall be 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 as of the close
of business on the Regular Record Date for such interest.

      Unless otherwise provided in or pursuant to this Indenture, any interest
on any Security which shall be payable, but shall not be punctually paid or duly
provided for, on any Interest Payment Date for such Security (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder thereof
on the relevant Regular Record Date by virtue of having been such

                                       22
<PAGE>

Holder; and such Defaulted Interest may be paid by the Company as provided in
clause (1) or (2) below:

            (1) The Company may elect to make payment of any Defaulted Interest
      to the Person in whose name such Security (or a Predecessor Security
      thereof) shall be registered at the close of business on a Special Record
      Date for the payment of such Defaulted Interest, which shall be fixed by
      the Company in the following manner. The Company shall notify the Trustee
      in writing of the amount of Defaulted Interest proposed to be paid on such
      Security, the Special Record Date therefor and the date of the proposed
      payment, and at the same time 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 on or prior to the date of the proposed
      payment, such money when so deposited to be held in trust for the benefit
      of the Person entitled to such Defaulted Interest as in this clause
      provided. The Special Record Date for the payment of such Defaulted
      Interest 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
      notification to the Trustee of the proposed payment. The Trustee shall, in
      the name and at the expense of the Company cause notice of the proposed
      payment of such Defaulted Interest and the Special Record Date therefor to
      be mailed, first-class postage prepaid, to the Holder of such Security (or
      a Predecessor Security thereof) at his address as it appears in the
      Security Register not less than 10 days prior to such Special Record Date.
      The Trustee may, in its discretion, in the name and at the expense of the
      Company cause a similar notice to be published at least once in an
      Authorized Newspaper of general circulation in the Borough of Manhattan,
      The City of New York, but such publication shall not be a condition
      precedent to the establishment of such Special Record Date. Notice of the
      proposed payment of such Defaulted Interest and the Special Record Date
      therefor having been mailed as aforesaid, such Defaulted Interest shall be
      paid to the Person in whose name such Security (or a Predecessor Security
      thereof) shall be registered at the close of business on such Special
      Record Date and shall no longer be payable pursuant to the following
      clause (2).

            (2) The Company may make payment of any Defaulted Interest in any
      other lawful manner not inconsistent with the requirements of any
      securities exchange on which such Security 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 payment shall be deemed practicable by the Trustee.

      Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Company, interest on Securities that bear
interest may be paid at the office or agency of the Company maintained for such
purposes in the Borough of Manhattan, City of New York, or by mailing a check to
the address of the Person entitled thereto as such address shall appear in the
Security Register or by transfer to an account maintained by the payee with a
bank located in the United States.

      Notwithstanding the foregoing, a holder of $1,000,000 or more in aggregate
principal amount of Securities of any series of global Securities (or its
equivalent in a Foreign Currency, if

                                       23
<PAGE>

the currency unit is a Foreign Currency), whether having identical or different
terms and provisions, having the same interest payment dates will be entitled to
receive interest payments, other than at Maturity, by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received in writing by the Trustee for the Securities of such series at least 15
days prior to the applicable Interest Payment Date. In addition to the
foregoing, a holder of $1,000,000 or more in aggregate principal amount of
Securities of any series of global Securities (or its equivalent in a Foreign
Currency, if the currency unit is a Foreign Currency), whether having identical
or different terms and provisions, having the same Maturity will be entitled to
receive payment at Maturity by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Trustee for the Securities of such series at least 15 days prior to Maturity;
provided; however, that such payments shall be made subject to applicable laws
and regulations and only after surrender of the global Securities to the
Company, the corporate trust office or the Paying Agent, for such global
Securities not later than one Business Day prior to Maturity. Any wire
instructions received by the Trustee for the Securities of such series shall
remain in effect until revoked by the Holder.

      Subject to the foregoing provisions of this Section and Section 2.8, 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.

      In the case of any Security of any series that is exchangeable for
securities of another issuer, which Security is exchanged after any Regular
Record Date and on or prior to the next succeeding Interest Payment Date (other
than any Security with respect to which the Stated Maturity is prior to such
Interest Payment Date), interest with respect to which the Stated Maturity is on
such Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such exchange, and such interest (whether or not punctually paid
or duly provided for) shall be paid to the Person in whose name that Security
(or one or more predecessor Securities) is registered at the close of business
on such Regular Record Date. Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Security which is exchanged,
interest with respect to which the Stated Maturity is after the date of exchange
of such Security shall not be payable.

      Section 2.11 Persons Deemed Owners.

      Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered in the Security Register as the
owner of such Security for the purpose of receiving payment of principal of, and
any premium or (subject to Sections 2.8 and 2.10) interest, if any, on such
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Security shall be overdue, and none of the Company, the Trustee
or any agent of the Company or the Trustee shall be affected by notice to the
contrary.

      No Holder of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such global
Security for all purposes whatsoever. None of the

                                       24
<PAGE>

Company, the Trustee, any Paying Agent or the Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

      Section 2.12 Cancellation.

      All Securities surrendered for payment, redemption, registration of
transfer, exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Securities, as well as Securities surrendered directly to
the Trustee for any such purpose, shall be cancelled promptly by the Trustee.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be cancelled promptly by the Trustee. No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by or pursuant to this Indenture. All
cancelled Securities held by the Trustee shall be destroyed or otherwise
disposed of by the Trustee.

      Section 2.13 Computation of Interest.

      Except as otherwise provided in or pursuant to this Indenture or in any
Security, interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.

                                   ARTICLE 3
                                   COVENANTS

      Section 3.1 Payment of Principal, any Premium and Interest.

      The Company covenants and agrees for the benefit of the Holders of the
Securities that it will duly and punctually pay the principal of, and any
premium or interest and Additional Amounts, if any, on, the Securities in
accordance with the terms thereof and this Indenture. When and as paid, all
Securities of such series shall be cancelled and disposed of in accordance with
Section 2.12 hereof.

      Section 3.2 Maintenance of Office or Agency.

      The Company and the Guarantor shall maintain in each Place of Payment for
any series of Securities an Office or Agency where Securities of such series may
be presented or surrendered for payment, where Securities of such series may be
surrendered for registration of transfer or exchange, where Securities of such
series that are exchangeable may be surrendered for exchange, and where notices
and demands to or upon the Company or the Guarantor in respect of the Securities
and the Guarantee of such series relating thereto and this Indenture may be
served. The Company or the Guarantor, as applicable, will give prompt written
notice to the Trustee of the location, and any change in the location, of such
Office or Agency. If at any time the Company or the Guarantor, as applicable,
shall fail to maintain any such required Office or

                                       25
<PAGE>

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 each of the Company and the Guarantor
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

      The Company or the Guarantor, as applicable, may also from time to time
designate one or more other Offices or Agencies where the Securities of one or
more series may be presented or surrendered, or where notice or demands may be
served, for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company or the Guarantor of their respective obligations
to maintain an Office or Agency in each Place of Payment for Securities of any
series for such purposes. The Company or the Guarantor, as applicable, shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other Office or Agency. Unless
otherwise provided in or pursuant to this Indenture, the Company and the
Guarantor hereby designate as the Place of Payment for each series of Securities
and related Guarantees, the Borough of Manhattan, The City of New York, and
initially appoint the Corporate Trust Office of the Trustee as the Office or
Agency of the Company and the Guarantor in the Borough of Manhattan, The City of
New York for such purpose. The Company or the Guarantor, as applicable, may
subsequently appoint a different Office or Agency in the Borough of Manhattan,
The City of New York for the Securities and related Guarantees of any series.

      Unless otherwise specified with respect to any Securities pursuant to
Section 2.4, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

      Section 3.3 Money for Securities Payments to Be Held in Trust.

      If the Company shall at any time act as its own Paying Agent, with respect
to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on, any of the Securities of such series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the Currency or Currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 3.1 for the
Securities of such series) sufficient to pay the principal or any premium or
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided, and shall promptly notify the Trustee
of its action or failure so to act.

      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it shall, no later than 10:00 am on or prior to each due date of
the principal of, any premium or interest on, any Securities of such series,
deposit with any Paying Agent a sum (in the Currency or Currencies described in
the preceding paragraph) sufficient to pay the principal or any premium or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled thereto, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

                                       26
<PAGE>

      The Company shall cause each Paying Agent for any series of Securities
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 shall:

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

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

            (3) 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 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, 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 sums.

      Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, any premium or interest on, any
Security of any series and remaining unclaimed for two years after such
principal or any such premium or interest shall have become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company), unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property laws, shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company, or if necessary, the Guarantor, 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 or the Guarantor, as applicable, cause to be published once, in an
Authorized Newspaper in each Place of Payment for such series or to be mailed to
Holders of Registered Securities of such series, or both, 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 or mailing nor shall it be
later than two years after such principal and any premium or interest shall have
become due and payable, any unclaimed balance of such money then remaining will
be repaid to the Company or the Guarantor, as applicable.

                                       27
<PAGE>

      Section 3.4 [Intentionally Omitted]

      Section 3.5 Payment of Additional Amounts

      At least 10 days prior to the first Interest Payment Date, and at least 10
days prior to each date of payment of principal of or premium or interest on the
Securities of any series, if there has been any change with respect to the
matters set forth in the below-mentioned Officers' Certificate, the Company or
the Guarantor, as the case may be, will furnish the Trustee and the Company's
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of or premium or interest on, the
Securities of such series or under the related Guarantee shall be made to
Holders of Securities of such series without withholding for or on account of
any tax, assessment or other governmental charge described in Section 10.1 or
10.4. If any such withholding shall be required, then such Officers' Certificate
shall specify by country the amount, if any, required to be withheld on such
payments to such Holders and the Company or the Guarantor (only if a payment
under said Guarantee is then due), as the case may be, will pay to the Trustee
or such Paying Agent or Paying Agents the Additional Amounts required by such
Sections.

      Each of the Company and the Guarantor covenants to indemnify each of the
Trustee and any Paying Agent for, and to hold each of them harmless against, any
loss, liability or expense arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section, except to the extent that any such loss, liability or
expense is due to its own negligence or bad faith.

      Section 3.6 Limitations on Pledges and Liens.

            (1) After the date of the execution and delivery of this Indenture
and so long as any Securities shall be Outstanding, the Guarantor will not
pledge or otherwise subject to any lien (any such pledge or lien being
hereinafter referred to as a "Lien") any of its property or assets to secure
Indebtedness of the Guarantor without thereby expressly securing the due and
punctual payment of the principal of and interest on the Securities equally and
ratably with any and all other obligations and Indebtedness secured by such
Lien, so long as any such other obligations and Indebtedness shall be so
secured; provided, however, that this restriction shall not prohibit or
otherwise restrict:

                  (a) the Guarantor from creating, incurring or suffering to
            exist upon any of its property or assets any Lien in favor of any
            Subsidiary of the Guarantor;

                  (b) the Guarantor (i) from creating, incurring or suffering to
            exist a purchase money Lien upon any such property, assets, capital
            stock or Indebtedness acquired by the Guarantor prior to, at the
            time of, or within one year after (1) in the case of physical
            property or assets, the later of the acquisition, completion of
            construction (including any improvements on existing property) or
            commencement of commercial operation of such property or (2) in the
            case of shares of Capital Stock, Indebtedness or other property or
            assets, the acquisition of such shares of Capital Stock,
            Indebtedness, property or assets, (ii) from

                                       28
<PAGE>

            acquiring property or assets subject to Liens existing thereon at
            the date of acquisition thereof, whether or not the Indebtedness
            secured by any such Lien is assumed or guaranteed by the Guarantor,
            or (iii) from creating, incurring or suffering to exist Liens upon
            any property of any Person, which Liens exist at the time any such
            Person is merged with or into or consolidated with the Guarantor (or
            becomes a Subsidiary of the Guarantor) or which Liens exist at the
            time of a sale or transfer of the properties of any such Person as
            an entirety or substantially as an entirety to the Guarantor;

                  (c) the Guarantor from creating, incurring or suffering to
            exist upon any of its property or assets Liens in favor of the
            United States or any state thereof or the District of Columbia, or
            any agency, department or other instrumentality thereof, to secure
            progress, advance or other payments pursuant to any contract or
            provision of any statute (including maintaining self-insurance or
            participating in any fund in connection with worker's compensation,
            disability benefits, unemployment insurance, old age pensions or
            other types of social benefits, or joining in any other provisions
            or benefits available to companies participating in any such
            arrangements);

                  (d) the Guarantor from creating, incurring or suffering to
            exist upon any of its property or assets Liens securing the
            performance of letters of credit, bids, tenders, sales contracts,
            purchase agreements, repurchase agreements, reverse repurchase
            agreements, bankers' acceptances, leases, surety and performance
            bonds, and other similar obligations incurred in the ordinary course
            of business;

                  (e) the Guarantor from creating, incurring or suffering to
            exist Liens upon any real property acquired or constructed by the
            Guarantor primarily for use in the conduct of its business;

                  (f) the Guarantor from entering into any arrangement with any
            Person providing for the leasing by the Guarantor of any property or
            assets, which property or assets have been or will be sold or
            transferred by the Guarantor to such Person with the intention that
            such property or assets will be leased back to the Guarantor, if the
            obligations in respect of such lease would not be included as
            liabilities on a consolidated balance sheet of the Guarantor;

                  (g) the Guarantor from creating, incurring or suffering to
            exist upon any of its property or assets Liens to secure
            non-recourse debt in connection with the Guarantor engaging in any
            leveraged or single-investor or other lease transactions, whether
            (in the case of Liens on or relating to leases or groups of leases
            or the particular properties subject thereto) such Liens are on the
            particular properties subject to any leases involved in any of such
            transactions and/or the rental or other payments or rights under
            such leases or, in the case of any group of related or unrelated
            leases, on the properties subject to the leases comprising such
            group and/or on the rental or other payments or rights under such
            leases, or on any direct or indirect interest therein, and whether
            (in any case) (A) such Liens are


                                       29
<PAGE>

            created prior to, at the time of, or at any time after the entering
            into of such lease transactions and/or (B) such leases are in
            existence prior to, or be entered into by the Guarantor at the time
            of or at any time after, the purchase or other acquisition by the
            Guarantor of the properties subject to such leases;

                  (h) the Guarantor from creating, incurring or suffering to
            exist (A) other consensual Liens in the ordinary course of business
            of the Guarantor that secure Indebtedness that, in accordance with
            generally accepted accounting principles, would not be included in
            total liabilities as shown on the Guarantor's consolidated balance
            sheet, or (B) Liens created by the Guarantor in connection with any
            transaction intended by the Guarantor to be a sale of property or
            assets of the Guarantor, provided that such Liens are upon any or
            all of the property or assets intended to be sold, the income from
            such property or assets and/or the proceeds of such property or
            assets;

                  (i) the Guarantor from creating, incurring or suffering to
            exist Liens on property or assets financed through tax-exempt
            municipal obligations, provided that such Liens are only on the
            property or assets so financed;

                  (j) any extension, renewal or replacement (or successive
            extensions, renewals or replacements), in whole or in part, of any
            of the foregoing; provided, however, that any such extension,
            renewal or replacement shall be limited to all or a part of the
            property or assets (or substitutions therefor) which secured the
            Lien so extended, renewed or replaced (plus improvements on such
            property); and

                  (k) the Guarantor from creating, incurring or suffering to
            exist any other Lien not otherwise permitted by any of the foregoing
            clauses (a) through (j) above if the aggregate amount of all secured
            debt of the Guarantor secured by such Liens would not exceed 10% of
            the excess of the Guarantor's consolidated assets over the
            consolidated liabilities as shown on the Guarantor's most recent
            audited consolidated financial statements in accordance with
            generally accepted accounting principles.

            (2) For the purposes of this Section 3.6, any contract by which
title is retained as security (whether by lease, purchase, title retention
agreement or otherwise) for the payment of a purchase price shall be deemed to
be a purchase money Lien. Nothing in this Section 3.6 shall apply to any Lien of
any kind upon any of the properties of any character of the Guarantor existing
on the date of execution and delivery of this Indenture.

            (3) Nothing contained in this Section 3.6 or elsewhere in this
Indenture shall prevent or be deemed to prohibit the creation, assumption or
guaranty by the Company or the Guarantor of any Indebtedness not secured by a
Lien or the issuance by the Company or the Guarantor of any debentures, notes or
other evidences of Indebtedness not secured by a Lien, whether in the ordinary
course of business or otherwise.

            (4) The entry by the Company or the Guarantor into any contract,
document, agreement or instrument (which shall include bank credit facilities
and loan agreements), in the


                                       30
<PAGE>

ordinary course of business or otherwise, which contract, document agreement or
instrument may provide for or contain a right of set-off between the Company or
the Guarantor and such other party to the contract, document agreement or
instrument shall not result in, or be deemed to constitute, the creation or
incurrence of a "Lien" as such term is used in this Indenture.

      Section 3.7 Corporate Existence.

      Subject to Article 4, the Company and the Guarantor shall each do or cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence and that of each of its Subsidiaries and its rights
(charter and statutory) and franchises; provided, however, that the foregoing
shall not obligate the Company, the Guarantor or any of their Subsidiaries to
preserve any such right or franchise if the Company, the Guarantor or any such
Subsidiary shall determine that the preservation thereof is no longer desirable
in the conduct of its business or the business of such Subsidiary and that the
loss thereof is not disadvantageous in any material respect to any Holder.

      Section 3.8 Waiver of Certain Covenants.

      The Company and the Guarantor may omit in any particular instance to
comply with any term, provision or condition set forth in Section 3.6 of this
Indenture with respect to the Securities of any series if, before the time for
such compliance, the Holders of at least a majority in principal amount of the
Securities of such series, by Act of such Holders, either shall waive such
compliance in such instance or generally shall have waived compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company or the
Guarantor and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect. The Company or the
Guarantor, as applicable, shall obtain and file with the Trustee, before or
after the time for such compliance, evidence of the consent of such Holders.

      Section 3.9 Company Statement as to Compliance; Notice of Certain
Defaults.

            (1) The Company and the Guarantor shall deliver to the Trustee,
within 120 days after the end of each fiscal year, a written statement (which
need not be contained in or accompanied by an Officers' Certificate) signed by
the principal executive officer, the principal financial officer or the
principal accounting officer of the Company and the Guarantor, stating that:

                  (a) a review of the activities of the Company or the
            Guarantor, as applicable, during such year and of its performance
            under this Indenture has been made under his or her supervision; and

                  (b) to the best of his or her knowledge, based on such review,
            (i) the Company or the Guarantor, as applicable, has complied with
            all the conditions and covenants imposed on it under this Indenture
            throughout such year, or, if there has been a default in the
            fulfillment of any such condition or covenant or agreement,
            specifying each such default known to him or her and the nature and
            status thereof, and (ii) no event has occurred and is continuing
            which is, or after


                                       31
<PAGE>

            notice or lapse of time or both would become, an Event of Default,
            or, if such an event has occurred and is continuing, specifying each
            such event known to him and the nature and status thereof.

            (2) The Company and the Guarantor shall deliver to the Trustee,
within five days after the occurrence thereof, written notice of any Event of
Default or any event which after notice or lapse of time or both would become an
Event of Default pursuant to clause (3) of Section 5.1.

      The Trustee shall have no duty to monitor the Company's or the Guarantor's
compliance with the covenants contained in this Article 3 other than as
specifically set forth in this Section 3.9.

                                   ARTICLE 4
                              SUCCESSOR CORPORATION

      Section 4.1 Company May Consolidate, Etc., Only on Certain Terms.

      The Company and the Guarantor shall not consolidate or amalgamate with or
merge into any other Corporation (whether or not Affiliated with the Company or
the Guarantor), or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to any other Corporation (whether or
not Affiliated with the Company or the Guarantor), and the Company and the
Guarantor shall not permit any other Corporation (whether or not Affiliated with
the Company or the Guarantor) to consolidate or amalgamate with or merge into
the Company and the Guarantor, as applicable, or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to the
Company and the Guarantor, as applicable, unless:

            (1) either the Company or the Guarantor, as applicable, shall be the
      continuing corporation, or the Corporation (if other than the Company or
      the Guarantor, as applicable) formed by such consolidation or into which
      the Company or the Guarantor, as applicable, is merged or the Corporation
      which acquires by conveyance or transfer the properties and assets of the
      Company or the Guarantor, as applicable, as an entirety or substantially
      as an entirety shall expressly assume, by an indenture supplemental
      hereto, executed and delivered to the Trustee, in form satisfactory to the
      Trustee, the due and punctual payment of the principal of (and premium, if
      any), interest and Additional Amounts, if any, on all the Securities and
      the due and punctual payment of all amounts due under the Guarantees, as
      applicable, and the performance of every covenant of this Indenture on the
      part of the Company and the Guarantor, as applicable, to be performed or
      observed;

            (2) immediately after giving effect to such transaction, no default
      or Event of Default shall have happened and be continuing; and

            (3) the Company or the Guarantor, as applicable, and the successor
      Corporation have delivered to the Trustee an Officers' Certificate and an
      Opinion of Counsel each stating that such consolidation, merger,
      conveyance or transfer and such supplemental indenture (if such
      supplemental indenture is so required by the terms hereof) comply with


                                       32
<PAGE>

      this Article and that all conditions precedent herein provided for
      relating to such transaction have been complied with.

      For the purpose of this Section 4.1, the term "default" means any event
that is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

      Section 4.2 Successor Corporation Substituted.

      Upon any consolidation or amalgamation by the Company or the Guarantor
with or merger of the Company or the Guarantor into any other Corporation or any
conveyance, transfer or lease of the properties and assets of the Company or the
Guarantor as an entirety or substantially as an entirety to any Corporation in
accordance with Section 4.1, the successor Corporation formed by such
consolidation or amalgamation or into which the Company or the Guarantor is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
or the Guarantor, as applicable, under this Indenture with the same effect as if
such successor Corporation had been named as the Company or the Guarantor, as
applicable, herein; and thereafter, except in the case of a lease, the
predecessor Corporation shall be released from all obligations and covenants
under this Indenture and the Securities.

                                   ARTICLE 5
                              DEFAULTS AND REMEDIES

      Section 5.1 Events of Default.

      "Event of Default" means, wherever used herein with respect to the
Securities of any series, any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body), unless such event is specifically deleted or modified in or pursuant to a
supplemental indenture, Board Resolution or Officers' Certificate establishing
the terms of such series pursuant to this Indenture:

            (1) default in the payment of any interest or Additional Amounts, if
any, on any Security of such series when such interest or Additional Amounts
become due and payable, and continuance of such default for a period of 30 days;
or

            (2) default in the payment of the principal of or any premium on any
Security of such series when such principal or premium becomes due and payable
at their Maturity; or

            (3) default in the deposit of any sinking fund or analogous payment
when and as due by the terms of a Security of such series; or

            (4) default in the performance, or breach, of any covenant or
agreement of the Company or the Guarantor in this Indenture with respect to any
Security of that series (other than a covenant or agreement, a default in whose
performance or whose breach is elsewhere in this Section specifically dealt with
and other than a covenant or agreement included in this Indenture


                                       33
<PAGE>

solely for the benefit of another series of Securities), and continuance of such
default or breach for a period of 30 days after there has been given, by
registered or certified mail, to the Company or the Guarantor by the Trustee or
to the Company, the Guarantor and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series, a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

      (5) the Guarantee relating to Securities of any such series shall for any
reason cease to be, or shall for any reason be asserted in writing by the
Guarantor or the Company not to be, in full force and effect and enforceable in
accordance with its terms; or

      (6) any event of default, as defined in any mortgage, indenture (including
this Indenture), trust agreement or other instrument securing, evidencing or
providing for any evidence of any Indebtedness of the Company or the Guarantor
(including guaranteed Indebtedness but excluding any Indebtedness that is
subordinated in right of payment to the Securities of such series and the
related Guarantees), as a result of which an aggregate principal amount
exceeding $25,000,000 of such Indebtedness shall have been declared due and
payable prior to the date on which it would otherwise become due and payable,
and such acceleration shall not have been rescinded or annulled within a period
of 30 days after there shall have been given, by registered or certified mail,
to the Company or the Guarantor by the Trustee or to the Company, the Guarantor
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of such series, a written notice specifying such failure
to pay and requiring the Company or the Guarantor to cause such acceleration to
be rescinded or annulled or to cause such Indebtedness to be discharged and
stating that such notice is a "Notice of Default" hereunder; or

      (7) a court of competent jurisdiction enters an order or decree under any
applicable Bankruptcy Law that:

            (a) is for relief against the Company or the Guarantor in an
      involuntary case; or

            (b) appoints a Custodian of the Company or the Guarantor or for all
      or substantially all of the property of the Company or the Guarantor; or

            (c) orders the liquidation of the Company or the Guarantor;

      and the order or decree remains unstayed and in effect for 60 consecutive
days. The term "Bankruptcy Law" means title 11, U.S. Code or any similar federal
or state law or foreign laws for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or other similar official
under any Bankruptcy Law; or

            (8) the commencement by the Company or the Guarantor of a voluntary
proceeding under any applicable bankruptcy, insolvency, reorganization (other
than a reorganization under a foreign law that does not relate to insolvency) or
other similar law or of a voluntary proceeding seeking to be adjudicated
insolvent or the consent by the Company or the Guarantor to the entry of a
decree or order for relief in an involuntary proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or to the
commencement


                                       34
<PAGE>

of any insolvency proceedings against it, or the filing by the Company or the
Guarantor of a petition or answer or consent seeking reorganization,
arrangement, adjustment or composition of the Company or the Guarantor or relief
under any applicable law, or the consent by the Company or the Guarantor to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee or similar official of the
Company or the Guarantor, or any substantial part of the property of the Company
or the Guarantor or the making by the Company or the Guarantor of an assignment
for the benefit of creditors, or the taking of corporate action by the Company
or the Guarantor in furtherance of any such action or the admitting in writing
by the Company or the Guarantor of its inability to pay its debts generally as
they become due; or

            (9) any other Event of Default provided pursuant to this Indenture
with respect to the Securities of such series.

      Section 5.2 Acceleration of Maturity; Rescission and Annulment.

      If an Event of Default with respect to Securities of any series at the
time Outstanding (other than an Event of Default specified in clause (7) or (8)
of Section 5.1) occurs and is continuing, then the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of such series
may declare the principal of all the Securities of such series, or such lesser
amount as may be provided for in the Securities of such series, to be due and
payable immediately, by a notice in writing to the Company and the Guarantor
(and to the Trustee if given by the Holders), and upon any such declaration such
principal or such lesser amount plus all accrued interest, if any, on such
Securities shall become immediately due and payable.

      If an Event of Default specified in clause (7) or (8) of Section 5.1
occurs, all unpaid principal of and accrued interest (including any Additional
Amounts), if any, on the Outstanding Securities of that series (or such lesser
amount as may be provided for in the Securities of such series) shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder of any Security of that series.

      At any time after a declaration of acceleration pursuant to this Indenture
with respect to the Securities of any series has been made and before a judgment
or decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of not less than a majority in
principal amount of the Outstanding Securities of such series, by written notice
to the Company, the Guarantor and the Trustee, may rescind and annul such
declaration and its consequences if:

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

                  (a) all overdue installments of any interest and Additional
            Amounts, if any, on the Securities of such series,

                  (b) the principal of and any premium on any Securities of such
            series which have become due otherwise than by such declaration of
            acceleration and interest thereon at the rate or rates borne by or
            provided for in such Securities,


                                       35
<PAGE>

                  (c) to the extent that payment of such interest is lawful,
            interest upon overdue installments of any interest at the rate or
            rates borne by or provided for in such Securities, and

                  (d) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel and all other amounts due the
            Trustee under Section 6.7; and

            (2) all Events of Default with respect to Securities of such series,
other than the non-payment of the principal of, or any premium and interest, if
any, on Securities of such series which shall have become due solely by such
declaration of acceleration, shall have been cured or waived as provided in
Section 5.13.

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

      Section 5.3 Collection of Indebtedness and Suits for Enforcement by
Trustee.

      The Company and the Guarantor covenant that:

            (1) if a default is made in the payment of any installment of
interest on any Security when such interest shall have become due and payable
and such default continues for a period of 30 days; or

            (2) if a default is made in the payment of the principal of or any
premium on any Security at its Maturity,

the Company or the Guarantor, as the case may be, shall, upon demand of the
Trustee, pay to the Trustee, for the benefit of the Holders of such Securities,
the whole amount of money then due and payable with respect to such Securities,
with interest upon the overdue principal, any premium and, to the extent that
payment of such interest shall be legally enforceable, upon any overdue
installments of interest at the rate or rates borne by the Securities of such
series, and in addition thereto, such further amount of money 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 and all other amounts due to the Trustee under Section
6.7.

      If the Company and the Guarantor shall fail to pay the money it is
required to pay the Trustee pursuant to the preceding paragraph forthwith upon
the demand of the Trustee the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the collection of the
money so due and unpaid, and may prosecute such proceeding to judgment or final
decree, and may enforce the same against the Company, the Guarantor or any other
obligor upon such Securities and collect the monies adjudged or decreed to be
payable in the manner provided by law out of the property of the Company, the
Guarantor or any other obligor upon such Securities, wherever situated. Every
recovery of judgment in any such action or other proceeding subject to the
payment of the expenses, disbursements and compensation of the Trustee, its
agents and attorneys, and all other amounts due to the Trustee under Section
6.7,


                                       36
<PAGE>

shall be for the ratable benefit of the Holders of such Securities that shall be
the subject of such action or proceeding.

      If an Event of Default, with respect to Securities of any series 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 of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or such Securities or in aid of the
exercise of any power granted herein or therein, or to enforce any other proper
remedy.

      Section 5.4 Trustee May File Proofs of Claim.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company, the Guarantor or any other obligor
upon the Securities of any series or the property of the Company, the Guarantor
or such other obligor or their creditors, the Trustee (irrespective of whether
the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company or the Guarantor for the payment of
any overdue principal, premium or interest) is hereby appointed, and each and
every Holder of such series of Securities, by receiving and holding the same,
shall be conclusively deemed to have appointed such Trustee, the true and lawful
attorney-in-fact of such Holder, entitled and empowered, by intervention in such
proceeding or otherwise:

            (1) to file and prove a claim for the whole amount, or such lesser
amount as may be provided for in the Securities of any applicable series, of the
principal and any premium and interest in respect of the Securities and to file
such other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents or counsel, and
all other amounts due to the Trustee under Section 6.7) and of the Holders
allowed in such judicial proceeding; and

            (2) to collect and receive any monies 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 to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
all other amounts due to the Trustee under Section 6.7.

      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.


                                       37
<PAGE>

      Section 5.5 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 without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery or judgment, after provision for
the payment of the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and all other amounts due to the Trustee
under Section 6.7, shall be for the ratable benefit of each and every Holder in
respect of which such judgment has been recovered.

      Section 5.6 Application of Money Collected.

      Any money collected by the Trustee with respect to the Securities of a
particular series pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any interest, upon
presentation of the Securities of such series and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

            (1) To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 6.7;

            (2) To the payment of the amounts then due and unpaid upon the
Securities of such series for principal and any premium and interest and
Additional Amounts, if any, in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the aggregate amounts due and payable on such Securities for
principal and any premium and interest, respectively;

            (3) The balance, if any, to the Person or Persons entitled thereto.

      Section 5.7 Limitations on Suits.

      No Holder of any Security of any series 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:

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

            (2) the Holders of a majority in principal amount outstanding of the
Outstanding Securities of such series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

            (3) such Holder or Holders have offered to the Trustee such
indemnity as is reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in compliance with such request;


                                       38
<PAGE>

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

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

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

      Section 5.8 Unconditional Right of Holders to Receive Principal and any
Premium and Interest.

      Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of, any premium and (subject to Sections 2.10 and 2.13)
interest on such Security or payment on the respective Stated Maturity or
Maturities therefor specified in such Security (or, in the case of redemption,
on the Redemption Date or, in the case of repayment at the option of such Holder
if provided in or pursuant to this Indenture in respect of a particular Series,
on the date such repayment is due) and to institute suit for the enforcement of
any such payment, and such right shall not be impaired without the consent of
such Holder.

      Section 5.9 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 Trustee or
to such Holder, then and in every such case the Company, the Guarantor, the
Trustee and each such Holder shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and each such
Holder shall continue as though no such proceeding had been instituted.

      Section 5.10 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
2.9, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy, to the extent permitted by law, shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not, to the extent permitted by
law, prevent the concurrent assertion or employment of any other appropriate
right or remedy.


                                       39
<PAGE>

      Section 5.11 Delay or Omission Not Waiver.

      No delay or omission of the Trustee or of any Holder to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to any Holder may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or such Holder, as the case may be.

      Section 5.12 Control by Holders.

      The Holders of a majority in principal amount of the Outstanding
Securities of any series 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 the Trustee with respect to the
Securities of such series, provided that:

            (1) such direction shall not be in conflict with any rule of law or
with this Indenture or with the Securities of such series; and

            (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; and

            (3) such direction is not unduly prejudicial to the rights of the
other Holders of Securities of such series not joining in such action; and

            (4) the Trustee shall have the right to decline to follow any such
direction if the Trustee shall have reasonable grounds for believing that such
direction would involve the Trustee in personal liability.

      Section 5.13 Waiver of Past Defaults.

      The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series, on behalf of the Holders of all the
Securities of such series, may waive any past default hereunder with respect to
such series and its consequences, except a default:

            (1) in the payment of the principal of, any premium or interest, on
any Security of such series; or

            (2) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series 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; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

      Section 5.14 Waiver of Usury, Stay or Extension Laws.

      Each of the Company and the Guarantor covenants that (to the extent that
it may lawfully do so) it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the


                                       40
<PAGE>

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 each of the Company and the Guarantor
expressly waives (to the extent that it may lawfully do so) 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 5.15 Undertaking for Costs.

      All parties to this Indenture agree, and each Holder by his acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken or omitted by
it as Trustee, the filing by any party litigant in such suit of any undertaking
to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 5.15 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of Outstanding Securities of any series, or to any
suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any), or interest, if any, on any Security on or
after the respective Stated Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date, and, in the case of
repayment, on or after the date for repayment).

                                    ARTICLE 6
                                   THE TRUSTEE

      Section 6.1 Duties of Trustee.

            (1) If an Event of Default has occurred and is continuing (and has
not been cured or waived in accordance with the terms of this Indenture), the
Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

            (2) Except during the continuance of an Event of Default:

                  (a) the Trustee need perform only those duties that are
            specifically set forth in this Indenture and no others, and the
            Trustee shall not be liable except for the performance of such
            duties and obligations as are specifically set forth in this
            Indenture, and no implied covenants or obligations shall be read
            into this Indenture against the Trustee; and

                  (b) in the absence of bad faith on its part, the Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon certificates or
            opinions furnished to the Trustee and conforming to the requirements
            of this Indenture, but in case of any such certificates or opinions
            which by any provision hereof are specifically required to be
            furnished to the


                                       41
<PAGE>

            Trustee, the Trustee shall examine the certificates and opinions to
            determine whether or not they conform to the requirements of this
            Indenture, but need not confirm or investigate the accuracy of
            mathematical calculations or other facts stated therein. This
            Section 6.1(2) shall be in lieu of Section 315(a) of the Trust
            Indenture Act and such Section 315(a) is hereby expressly excluded
            from this Indenture, as permitted by the Trust Indenture Act.

            (3) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (a) this paragraph (3) does not limit the effect of paragraph
            (2) of this Section 6.1;

                  (b) the Trustee shall not be liable for any error of judgment
            made in good faith by a Responsible Officer unless it is proved that
            the Trustee was negligent in ascertaining the pertinent facts; and

                  (c) the Trustee shall not be liable with respect to any action
            it takes or omits to take in good faith in accordance with a
            direction received by it pursuant to Section 5.12.

Subparagraphs (3)(a), (b) and (c) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315(d)(3) of the Trust Indenture Act and such Sections 315(d)(1),
315(d)(2) and 315(d)(3) are hereby expressly excluded from this Indenture, as
permitted by the Trust Indenture Act.

            (4) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (1), (2) and (3) of this Section 6.1.

            (5) The Trustee may refuse to perform any duty or exercise any right
or power or extend or risk its own funds or otherwise incur any financial
liability unless it receives indemnity satisfactory to it against any loss,
liability or expense.

Money held by the Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law. The Trustee (acting in any capacity
hereunder) shall be under no liability for interest on any money received by it
hereunder unless otherwise agreed in writing with the Company.

      Section 6.2 Certain Rights of Trustee.

            Subject to Sections 315(a) through 315(d) of the Trust Indenture
Act:

            (1) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties.


                                       42
<PAGE>

            (2) 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.

            (3) 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
shall be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon a Board Resolution, an Opinion of Counsel or an Officers'
Certificate.

            (4) The Trustee may consult with counsel 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.

            (5) 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 of Securities of any series, pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction.

            (6) 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, coupon 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 and the Guarantor, personally or by agent or
attorney.

            (7) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

            (8) The Trustee shall not be liable for any action taken, suffered
or omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture.

            (9) The Trustee shall not be charged with knowledge of any default
under Section 5.1(4) or (6) or Event of Default under Section 5.1(5) hereunder
unless either (1) such default or Event of Default is known by a Responsible
Officer of the Trustee or (2) written notice of such default or Event of Default
shall have been given to the Trustee by the Company, the Guarantor or any other
obligor on the Securities of any series or by any Holder of the Securities of
any series.

            (10) 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 any of its rights or powers, if it
shall have reasonable grounds for believing that


                                       43
<PAGE>

repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

      (11) The rights, benefits, privileges, protections, and immunities,
including the right to indemnification, shall extend to and be afforded to the
Trustee in each other capacity in which it shall act hereunder, including as
Paying Agent, Authenticating Agent and Registrar.

      Section 6.3 Notice of Defaults.

      Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series entitled to receive reports pursuant to
Section 7.3(3), notice of such default hereunder actually known to a Responsible
Officer of the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any), or interest, if any, on, or any sinking fund
or purchase fund installment with respect to, any Security of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the best interest of the Holders of Securities
of such series; and provided, further, that in the case of any default of the
character specified in Sections 5.1(4) and 5.1(6) with respect to Securities of
such series, no such notice to Holders shall be given until such default shall
have become an Event of Default with respect to Securities of such series. For
the purpose of Sections 6.2 and 6.3, the term "default" means any event that is,
or after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

      Section 6.4 Not Responsible for Recitals or Issuance of Securities.

      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 Guarantor, and neither the Trustee nor any Authenticating Agent assumes
any responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities, except
that the Trustee represents that it is duly authorized to execute and deliver
this Indenture, authenticate the Securities and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility on
Form T-1 supplied to the Company are true and accurate, subject to the
qualifications set forth therein. Neither the Trustee nor any Authenticating
Agent shall be accountable for the use or application by the Company, the
Guarantor or any of their respective Affiliates of the Securities or the
proceeds thereof.

      Section 6.5 May Hold Securities.

      The Trustee, any Paying Agent, Registrar, Authenticating Agent 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 Trust Indenture Act Sections
310(b) and 311, may otherwise deal with the Company and the Guarantor with the
same rights it would have if it were not Trustee, Paying Agent, Registrar,
Authenticating Agent or such other agent.


                                       44
<PAGE>

      Section 6.6 Money Held in Trust.

      Except as provided in Section 3.3 and Section 8.3, money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law and shall be held uninvested. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed to in writing with the Company.

      Section 6.7 Compensation and Reimbursement.

            The Company agrees:

            (1) to pay to the Trustee from time to time such compensation for
all services rendered by it hereunder as the Company and the Trustee shall from
time to time agree in writing (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust).

            (2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including reasonable compensation and the expenses, advances and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith.

            (3) to indemnify each of the Trustee and any predecessor Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on its own part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder,
including the 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, except to the extent that any such loss, liability or expense
was due to the Trustee's negligence or bad faith.

      As security for the performance of the obligations of the Company under
this Section, and the obligations of the Guarantor under Section 9.1 with
respect to this Section, the Trustee for Securities of any series shall have a
claim prior to the Securities of such series upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of
principal of (or premium, if any), or interest, if any, on Securities of such
series.

      To the extent permitted by law, any compensation or expense accruing to or
incurred by the Trustee after a default specified in or pursuant to Section 5.1
is intended to constitute an expense of administration under any then applicable
bankruptcy or insolvency law. "Trustee" for purposes of this Section 6.7 shall
include any predecessor Trustee but the negligence or bad faith of any Trustee
shall not affect the rights of any other Trustee under this Section 6.7.

      The provisions of this Section 6.7 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the Trustee
and shall apply with equal force and effect to the Trustee in its capacity as
Authenticating Agent, Paying Agent or Registrar.


                                       45
<PAGE>

      Section 6.8 Corporate Trustee Required; Eligibility; Disqualification;
Conflicting Interests

      There shall at all times be a Trustee hereunder that is a Corporation
organized and doing business under the laws of the United States, any state
thereof or the District of Columbia, that is eligible under Section 310(a)(1) of
the Trust Indenture Act to act as trustee under an indenture qualified under the
Trust Indenture Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000, and that is subject to supervision or examination by Federal or
state authority. 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 hereinafter specified in this Article. If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture.

      Section 6.9 Resignation and Removal; Appointment of Successor.

            (1) No resignation or removal of the Trustee, with respect to any
series of Securities, and no appointment of a successor Trustee, with respect to
such series of Securities, pursuant to this Article shall become effective until
the acceptance of appointment by a successor Trustee pursuant to Section 6.10.

            (2) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.10 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to such series of Securities.

            (3) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee, the
Company and the Guarantor.

            (4) If at any time:

                  (a) the Trustee shall fail to comply with the obligations
            imposed upon it under Section 310(b) of the Trust Indenture Act with
            respect to any series of Securities after written request therefor
            by the Company or any Holder of a Security of such series who has
            been a bona fide Holder of a Security of such series for at least
            six months, or

                  (b) the Trustee shall cease to be eligible under Section 6.8
            and shall fail to resign after written request therefor by the
            Company or any such Holder, or

                  (c) the Trustee shall become incapable of acting or shall be
            adjudged bankrupt or insolvent or a receiver of the Trustee or of
            its property shall be appointed or any public officer shall take
            charge or control of the Trustee or of its property or affairs for
            the purpose of rehabilitation, conservation or liquidation,


                                       46
<PAGE>

            then, in any such case, (i) the Company, by or pursuant to a Board
            Resolution, may remove the Trustee with respect to all Securities or
            the Securities of such series, or (ii) subject to Section 315(e) of
            the Trust Indenture Act, any Holder of a Security who has been a
            bona fide Holder of a Security of such series 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 of such series and the
            appointment of a successor Trustee or Trustees.

            (5) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of such series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.10. If, within one year after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series 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
6.10, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed within three months after such appointment might have been
made hereunder by the Company or the Holders of Securities and accepted
appointment in the manner required by Section 6.10, any Holder of a Security who
has been a bona fide Holder of a Security of such series 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 with
respect to the Securities of such series.

            (6) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail to the Holders of
Securities of such series. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

            (7) In no event shall any retiring Trustee be liable for the acts or
omissions of any successor Trustee hereunder.

      Section 6.10 Acceptance of Appointment by Successor.

            (1) Upon the appointment hereunder of any successor Trustee with
respect to all Securities, such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company, the Guarantor and the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the


                                       47
<PAGE>

rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the
request of the Company or such successor Trustee or the Holders of at least 10%
in principal amount of the applicable series of Securities then Outstanding,
such retiring Trustee, upon payment of its charges, shall execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and, subject to Section 3.3, shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder, subject nevertheless to its claim, if any,
provided for in Section 6.7.

            (2) In case of the appointment hereunder of any successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the Guarantor, the retiring Trustee and such successor Trustee shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, such
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any notice given to, or received by, or any act
or failure to act on the part of any other Trustee hereunder, and, upon the
execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates other than as hereinafter expressly set forth, and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Company, the Guarantor
or such successor Trustee, such retiring Trustee, upon payment of its charges
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates and subject to Section 3.3 shall duly assign,
transfer and deliver to such successor Trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, subject to its claim,
if any, provided for in Section 6.7.

            (3) Upon request of any Person appointed hereunder as a successor
Trustee, the Company and the Guarantor shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in paragraph (1) or (2) of this
Section, as the case may be.


                                       48
<PAGE>

            (4) No Person shall accept its appointment hereunder as a successor
Trustee unless at the time of such acceptance such successor Person shall be
qualified and eligible under this Article.

      Section 6.11 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, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided, that such Corporation shall be otherwise qualified and
eligible under this Section. 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 6.12 Appointment of Authenticating Agent.

      The Trustee may appoint one or more Authenticating Agents acceptable to
the Company with respect to one or more series of Securities, and which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 2.9, 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. 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 must be acceptable to the Company and, except as
provided in or pursuant to this Indenture, shall at all times be a corporation
that would be permitted by the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.

      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 all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, provided such
Corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.


                                       49
<PAGE>

      An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a 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 mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders. 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.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

      The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 6.7.

      If an Authenticating Agent is appointed with respect to one or more series
of Securities pursuant to this Section, the Securities of series may have
endorsed thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially the
following form:

      This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                           THE BANK OF NEW YORK, as Trustee

                                           By
                                             -----------------------------------
                                                    as Authenticating Agent

                                           By
                                             -----------------------------------
                                                    Authorized Signatory

      If all of the Securities of any series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where an Office
or Agency is located where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested in writing
(which writing need not be accompanied by or contained in an Officers'
Certificate by the Company), shall appoint in accordance with this Section an
Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Securities.

      Section 6.13 Appointment of Attorney-in-Fact.

      The Trustee for each series of Securities is hereby appointed, and each
and every Holder of Securities of such series, by receiving and holding the
same, shall be conclusively deemed to


                                       50
<PAGE>

have appointed such Trustee, the true and lawful attorney-in-fact of such
Holder, with authority to make or file (whether or not the Company or the
Guarantor shall be in default in respect of the payment of the principal of, or
premium or interest, if any, on any of the Securities of such series), in its
own name as trustee of an express trust or otherwise as it shall deem advisable,
in any receivership, insolvency, liquidation, bankruptcy, reorganization, or
other judicial proceedings relative to the Company, the Guarantor or any other
obligor upon such Securities or to their respective creditors or property, any
and all claims, proofs of claim, proofs of debt, petitions, consents, other
papers and documents, and amendments of any thereof, as may be necessary or
advisable in order to have the claims of the Trustee and of the Holders of such
Securities allowed in any such proceeding and to collect and receive any moneys
or other property payable or deliverable on any such claim, and to execute and
deliver any and all other papers and documents and to do and perform any and all
other acts and things, as it may deem necessary or advisable in order to enforce
in any such proceedings any of the claims of such Trustee and of any of such
holders in respect of any of the Securities of such series; and any receiver,
assignee, custodian, trustee, or debtor in any such proceedings is hereby
authorized, and each and every Holder of the Securities of such series, by
receiving and holding the same, shall be conclusively deemed to have authorized
any such receiver, assignee, custodian, trustee, or debtor, to make any such
payment or delivery to or on the order of such Trustee, and, in the event that
such Trustee shall consent to the making of such payments or deliveries directly
to the Holders of the Securities of such series, to pay to such Trustee any
amount due it for compensation and expenses, including counsel fees and
expenses, incurred by it down to the date of such payment or delivery; provided,
however, that nothing herein contained shall be deemed to require the Trustee to
exercise any of its rights or powers as such attorney-in-fact, or to authorize
or empower such Trustee to consent to or accept or adopt, on behalf of any
Holder of Securities of such series, any plan of reorganization or readjustment
of the Company or the Guarantor affecting the Securities of such series or the
rights of any Holder thereof, or to authorize or empower such Trustee to vote in
respect of the claim of any Holder of any Securities of such series in any such
proceedings.

      The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) is a
party to the following indentures where CIT Group Funding Company of Canada or
CIT Group Inc., as applicable, is the issuer thereunder:

      (i) Indenture dated as of August 26, 2002 by and among CIT Group Inc.,
      Bank One Trust Company, N.A., as Trustee and Bank One N.A., London Branch,
      as London Paying Agent and London Calculation Agent, for the issuance of
      unsecured and unsubordinated debt securities.

      (ii) Indenture dated as of October 29, 2004 between CIT Group Inc. and
      J.P. Morgan Trust Company, National Association for the issuance of senior
      debt securities.

      (iii) Indenture dated as of October 29, 2004 between CIT Group Inc. and
      J.P. Morgan Trust Company, National Association for the issuance of
      subordinated debt securities.

      (iv) Indenture dated as of January 20, 2006 between CIT Group Inc. and
      JPMorgan Chase Bank, N.A. for the issuance of senior debt securities.


                                       51
<PAGE>

      (v) Indenture dated as of January 20, 2006 between CIT Group Inc. and
      JPMorgan Chase Bank, N.A. for the issuance of subordinated debt
      securities.

      (vi) Indenture dated as of June 2, 2006 between CIT Group Inc., JPMorgan
      Chase Bank, N.A. and JPMorgan Chase Bank, N.A., London branch for the
      issuance of senior notes.

      (vii) Indenture dated as of June 2, 2006 among CIT Group Inc., JPMorgan
      Chase Bank, N.A. and JPMorgan Chase Bank, N.A., London branch for the
      issuance of subordinated notes.

      (viii) Indenture dated as of May 31, 2005, among CIT Group Funding Company
      of Canada, CIT Group Inc. and JPMorgan Chase Bank, N.A, for the issuance
      of 4.65% Senior Notes due July 1, 2010 and 5.20% Senior Notes due June 1,
      2015.

                                    ARTICLE 7
                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

      Section 7.1 Company to Furnish Trustee Names and Addresses of Holders.

      In accordance with Section 312(a) of the Trust Indenture Act, the Company
shall furnish or cause to be furnished to the Trustee:

            (1) semi-annually with respect to Securities of each series not
later than May 1 and November 1 of the year or upon such other dates as are set
forth in or pursuant to the Board Resolution or indenture supplemental hereto
authorizing such series, a list, in each case in such form as the Trustee may
reasonably require, of the names and addresses of Holders as of the applicable
date; and

            (2) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished;

provided, however, that so long as the Trustee is the Registrar no such list
shall be required to be furnished.

      Section 7.2 Preservation of Information; Communications to Holders.

      The Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.

      Every Holder, by receiving and holding the same, agrees with the Company,
the Guarantor and the Trustee that none of the Company, the Guarantor, the
Trustee, any Paying Agent or any Registrar shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders in accordance with Section 312(c) of the Trust Indenture Act, regardless
of the source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a
request made under Section 312(b) of the Trust Indenture Act.


                                       52
<PAGE>

      Section 7.3 Reports by Trustee.

            (1) Within 60 days after September 15 of each year commencing with
the first September 15 following the first issuance of the Securities pursuant
to Section 2.3, if required by Section 313(a) of the Trust Indenture Act, the
Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a
brief report dated as of such September 15 with respect to any of the events
specified in said Section 313(a) which may have occurred since the later of the
immediately preceding September 15 and the date of this Indenture.

            (2) The Trustee shall transmit the reports required by Section
313(a) of the Trust Indenture Act at the times specified therein.

            (3) Reports pursuant to this Section shall be transmitted in the
manner and to the Persons required by Sections 313(c) and 313(d) of the Trust
Indenture Act. The Company will notify the Trustee when the Securities are
listed on any stock exchange.

      Section 7.4 Reports by Guarantor

      The Guarantor, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

            (1) file with the Trustee, within 15 days after the Guarantor 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 Guarantor may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Guarantor is not required to file information, documents or reports pursuant
to either of said Sections, then it shall 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;

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

            (3) transmit to the Holders 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 Guarantor, pursuant to paragraphs (1) and
(2) of this Section as may be required by rules and regulations prescribed from
time to time by the Commission.


                                       53
<PAGE>

                                    ARTICLE 8
   SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE AND COVENANT DEFEASANCE

      Section 8.1 Satisfaction and Discharge.

      Upon the direction of the Company by a Company Order, this Indenture shall
cease to be of further effect with respect to any series of Securities specified
in such Company Order (except as to any surviving rights of Securities of such
series expressly provided for herein or pursuant thereto), and the Trustee, on
receipt of a Company Order, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series, when:

            (1) either

                  (a) all Securities of such series theretofore authenticated
            and delivered (other than (i) Securities which have been destroyed,
            lost or stolen and which have been replaced or paid as provided in
            Section 2.9 and (ii) Securities for whose payment money has
            theretofore been deposited in trust or segregated and held in trust
            by the Company or the Guarantor and thereafter repaid to the Company
            or the Guarantor or discharged from such trust, as provided in
            Section 3.3) have been delivered to the Trustee for cancellation; or

                  (b) all Securities of such series (i) have become due and
            payable, or (ii) will become due and payable at their Stated
            Maturity within one year, or (iii) if redeemable at the option of
            the Company, are to be called for redemption within one year under
            arrangements satisfactory to the Trustee for the giving of notice of
            redemption by the Trustee in the name of, and at the expense of, the
            Company,

and the Company or the Guarantor, in the case of sub-clause (b)(i), (ii) or
(iii) above, has deposited or caused to be deposited with the Trustee, as trust
funds in trust for such purpose, money in the Currency in which such Securities
are payable in an amount sufficient to pay and discharge the entire indebtedness
on such Securities not theretofore delivered to the Trustee for cancellation,
including the principal of, and any premium or interest, if any, and Additional
Amounts, if any, on such Securities, to the date of such deposit (in the case of
Securities which have become due and payable) or to the Maturity thereof, as the
case may be;

            (2) the Company or the Guarantor has paid or caused to be paid all
other sums payable hereunder by the Company or the Guarantor with respect to the
Outstanding Securities of such series; and

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

      In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture


                                       54
<PAGE>

only if requested to do so with respect to Securities of such series as to which
it is Trustee and if the other conditions thereto are met.

      Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company and the
Guarantor to the Trustee under Section 6.7 and, if money shall have been
deposited with the Trustee pursuant to subclause (b) of clause (1) of this
Section, the obligations of the Company and the Guarantor and the Trustee under
Sections 2.8, 2.9, 3.2, 3.3 and 8.3, and with respect to any right to exchange
such Securities for securities of the Company or another issuer, shall survive.

      Section 8.2 Defeasance and Covenant Defeasance.

            (1) Unless pursuant to Section 2.4, either or both of (i) defeasance
of the Securities of or within a series under clause (2) of this Section 8.2
shall not be applicable with respect to the Securities of such series or (ii)
covenant defeasance of the Securities of or within a series under clause (3) of
this Section 8.2 shall not be applicable with respect to the Securities of such
series, then such provisions, together with the other provisions of this Section
8.2 (with such modifications thereto as may be specified pursuant to Section 2.4
with respect to any Securities), shall be applicable to such Securities, and the
Company may at its option by Board Resolution, at any time, with respect to such
Securities and any Coupons appertaining thereto, elect to have Section 8.2(2) or
Section 8.2(3) be applied to such Outstanding Securities upon compliance with
the conditions set forth below in this Section 8.2.

            (2) Upon the Company's exercise of the above option applicable to
this Section 8.2(2) with respect to any Outstanding Securities of or within a
series, the Company and the Guarantor shall be deemed to have been discharged
from their obligations with respect to such Outstanding Securities on the date
the conditions set forth in clause (4) of this Section 8.2 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 Outstanding Securities, and to have satisfied all of 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
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (i) the
rights of Holders of such Outstanding Securities to receive, solely from the
trust fund described in clause (4) of this Section 8.2 and as more fully set
forth in such clause, payments in respect of the principal of (and premium, if
any) and interest, if any, on such Securities when such payments are due and any
rights of such Holder to exchange such Securities for securities of another
issuer, (ii) the obligations of the Company, the Guarantor and the Trustee with
respect to the Securities of such series under Sections 2.8, 2.9, 3.2, 3.3 and
8.3, and with respect to any rights to exchange such Securities for securities
of another issuer, (iii) the rights, powers, trusts, duties and immunities of
the Trustee hereunder and (iv) this Section 8.2. The Company may exercise its
option under this Section 8.2(2) notwithstanding the prior exercise of its
option under clause (3) of this Section 8.2 with respect to such Securities.

            (3) Upon the Company's exercise of the option to have this Section
8.2(3) apply with respect to any Outstanding Securities of or within a series,
the Company and the Guarantor shall be released from their respective
obligations under Section 3.6, and, to the extent


                                       55
<PAGE>

specified pursuant to Section 2.4(18), any other covenant applicable to such
Securities, with respect to such Outstanding Securities, on and after the date
the conditions set forth in clause (4) of this Section 8.2 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 any such covenant, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities, the Company
and the Guarantor 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 5.1(4) or 5.1(9) or otherwise
with respect to such series of Securities but, except as specified above, the
remainder of this Indenture with respect to such series of Securities shall be
unaffected thereby.

            (4) The following shall be the conditions to application of clause
(2) or (3) of this Section 8.2 to any Outstanding Securities of or within a
series:

                  (a) The Company or the Guarantor shall irrevocably have
            deposited or caused to be deposited with the Trustee (or another
            trustee satisfying the requirements of Article 6 who shall agree to
            comply with the provisions of this Section 8.2 applicable to it) as
            trust funds in trust for the purpose of making the following
            payments, specifically pledged as security for, and dedicated solely
            to, the benefit of the Holders of such Securities, (1) an amount in
            such Currency in which such Securities are then specified as payable
            at the Stated Maturity, or (2) Government Obligations applicable to
            such Securities (determined on the basis of the Currency in which
            such Securities are then specified as payable at the Stated
            Maturity) which through the scheduled payment of principal and
            interest in respect thereof, in accordance with their terms will
            provide, not later than one day before the due date of any payment
            of principal of (and premium, if any), interest, if any, on and
            Additional Amounts, if any, on, such Securities, money in an amount,
            or (3) a combination thereof, in any case, in an amount, sufficient,
            without consideration of any reinvestment of such principal and
            interest, in the opinion of a nationally recognized firm of
            independent public accountants expressed in a written certification
            thereof delivered to the Trustee, to pay and discharge, and which
            shall be applied by the Trustee (or other qualifying trustee) to pay
            and discharge (y) the principal of (and premium, if any) and
            interest, if any, on such Securities at the Stated Maturity of such
            principal or installment of principal or premium or interest, or on
            the applicable Redemption Date and (z) any mandatory sinking fund
            payments or analogous payments applicable to such Outstanding
            Securities on the days on which such payments are due and payable in
            accordance with or pursuant to the terms of this Indenture and such
            Securities. Provided, that notwithstanding the foregoing, with
            respect to any Securities which shall at the time be listed for
            trading on the New York Stock Exchange, there shall be no deposit of
            funds in cash and/or in Government Obligations with the Trustee to
            pay the principal amount, the redemption price or


                                       56
<PAGE>

            any installment of interest in order to discharge the Company's
            obligations in respect of such payment if, at such time, the rules
            of the New York Stock Exchange prohibit such deposit with the
            Trustee (or other qualifying trustee).

                  (b) Such defeasance or covenant defeasance shall not result in
            a breach or violation of, or constitute a default under, this
            Indenture or any other material agreement or instrument to which the
            Company or the Guarantor is a party or by which either the Company
            or the Guarantor is bound.

                  (c) No Event of Default or event, which with notice or lapse
            of time or both would become an Event of Default, with respect to
            such Securities, shall have occurred and be continuing on the date
            of such deposit.

                  (d) In the case of an election under clause (2) or (3), as the
            case may be, of this Section 8.2, the Company shall have (i)
            delivered to the Trustee an Opinion of Counsel to the effect that
            the deposit and related defeasance or covenant defeasance, as the
            case may be, in and by themselves, would not cause the Holders of
            Securities of such series to recognize income, gain or loss for U.S.
            federal income tax purposes; provided, that, any such Opinion of
            Counsel given in the case of an election under clause (2) shall
            state that it is based on either (A) a letter ruling received by the
            Company from the U.S. Internal Revenue Service or a Revenue Ruling
            published by the U.S. Internal Revenue Service or (B) a change in
            the applicable U.S. federal income tax law since the date of
            execution of this Indenture, and (ii) either, (a) delivered to the
            Trustee an Opinion of Counsel to the effect that the deposit and
            related defeasance or covenant defeasance, as the case may be, in
            and by themselves, would not cause the Holders of Securities of such
            series to recognize income, gain or loss for Canadian federal income
            tax purposes or cause payments under such series of Securities or
            the applicable Guarantee to be subject to Canadian withholding tax;
            or (b) indemnified Holders of Securities of such series for income,
            gain or loss, for Canadian federal income tax purposes and for
            Canadian withholding tax purposes, as each is directly attributable
            to such defeasance or covenant defeasance in and by themselves,
            without limiting the Company's obligation to pay Additional Amounts
            as provided under Article 10 hereof.

                  (e) If the Securities of such series are to be redeemed prior
            to their Stated Maturity, notice of such redemption shall have been
            duly given pursuant to this Indenture or provision therefor
            satisfactory to the Trustee shall have been made.

                  (f) 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 or covenant defeasance
            under clause (2) or (3) of this Section 8.2 (as the case may be)
            have been complied with.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge, imposed on or assessed against the Government Obligations
deposited pursuant to this Section


                                       57
<PAGE>

8.2 or the principal or interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of such
Outstanding Securities.

      Anything in this Section 8.2 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company or the Guarantor from time to time upon
Company Request, any money or Government Obligations (or other property and any
proceeds therefrom) held by it as provided in clause (4) of this Section 8.2
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect a defeasance or covenant defeasance, as applicable, in
accordance with this Section 8.2.

      Section 8.3 Application of Trust Money.

      Subject to the provisions of the last paragraph of Section 3.3, all money
and Government Obligations deposited with the Trustee (or other qualifying
trustee) pursuant to Section 8.1 or 8.2 in respect of any Outstanding Securities
shall be held in trust and applied by the Trustee, 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 Holders of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest;
but such money and Government Obligations need not be segregated from other
funds except to the extent required by law.

      Section 8.4 Reinstatement

            (1) If the Trustee or Paying Agent is unable to apply any money or
Government Obligations in accordance with Section 8.2(4) by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and the Guarantor's obligations under this Indenture and the
Securities of the applicable series issued hereunder shall be revived and
reinstated as though no deposit has occurred pursuant to Section 8.2(4) until
such time as the Trustee or Paying Agent is permitted to apply all such money or
Government Obligations in accordance with and as contemplated by Section 8.2(4).

            (2) If the Company's and the Guarantor's obligations under this
Indenture and the Securities of the applicable series issued hereunder shall be
revived and reinstated in accordance with this Section 8.4, the Company or the
Guarantor shall be permitted, at its discretion to withdraw all or a portion of
the deposits made by the Company or the Guarantor pursuant to Section 8.2(4).

      If the Company or the Guarantor elects not to withdraw any of the deposits
made by the Company or the Guarantor pursuant to Section 8.2(4), if and when the
Trustee or Paying Agent is later permitted to apply all such money or Government
Obligations in accordance with and as contemplated by Section 8.2(4), the rights
of the Company or the Guarantor shall be subrogated to the rights of the Holders
of the Securities of the applicable series to receive payments from the money or
Government Obligations deposited by the Company or the Guarantor pursuant to
Section 8.2(4) and held by the Trustee or Paying Agent; provided that if the
Company or the Guarantor shall have made any payment of principal or interest on
the Securities of any series


                                       58
<PAGE>

because of the revival and reinstatement of its obligations, which payment is
not sourced from any amounts deposited by the Company or the Guarantor pursuant
to Section 8.2(4) (such amount, in the aggregate, being referred to as the
"Company Paid Amount"), the Company or the Guarantor shall be permitted, at its
discretion, to withdraw all or a portion of the deposits made by the Company or
the Guarantor pursuant to Section 8.2(4) up to the Company Paid Amount.

                                    ARTICLE 9
                                    GUARANTEE

      Section 9.1 Agreement to Guarantee.

            The Guarantor hereby fully, unconditionally and irrevocably
guarantees to each Holder of each series of Securities authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
regardless of the validity and enforceability of this Indenture, the Securities
or the obligations of the Company under this Indenture or the Securities, that:

            (1) the principal amount of and premium and interest and Additional
      Amounts, if any, on the Securities will be promptly paid in full when due,
      whether at Stated Maturity, by acceleration, redemption or otherwise, and
      interest due on overdue amounts, on the Securities, to the extent lawful,
      and all other obligations of the Company to the Holders or the Trustee
      thereunder or under this Indenture will be promptly paid or performed in
      full, all in accordance with the terms thereof; and

            (2) in case of any extension of time for payment or renewal of any
      Security or any of such other obligations, the same will be promptly paid
      in full when due in accordance with the terms of the extension or renewal,
      whether at Stated Maturity, by acceleration or otherwise.

      Section 9.2 Execution and Delivery of Guarantees.

            (1) To evidence the Guarantees set forth in this Indenture, the
Guarantor hereby agrees that a notation of each such Guarantee, substantially in
the form included in Exhibit A-3, shall be endorsed by an Authorized Officer of
the Guarantor on each Security authenticated and delivered by the Trustee after
the date hereof.

            (2) Notwithstanding the foregoing, the Guarantor hereby agrees that
the Guarantees set forth herein shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Guarantee.

            (3) The delivery of any Security by the Trustee, after the
authentication thereof under this Indenture, shall constitute due delivery of
the Guarantee set forth in this Indenture on behalf of the Guarantor.

            (4) The Guarantor hereby agrees that its obligations hereunder shall
be full, unconditional and irrevocable, regardless of the validity, regularity
or enforceability of the Securities or this Indenture, the absence of any action
to enforce the same, any waiver or consent by the Trustee or any Holder with
respect to any provisions of such Securities or this Indenture, the recovery of
any judgment against the Company, any action to enforce the same or any other


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circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor.

            (5) The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that the Guarantees
made pursuant to this Indenture will not be discharged except by complete
performance of the obligations contained in the Securities and this Indenture.

            (6) If any Holder or the Trustee is required by any court or
otherwise to return to the Company or the Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Guarantor, any amount paid by either to the Trustee or such Holder, the
Guarantees made pursuant to this Indenture, to the extent theretofore
discharged, shall be reinstated in full force and effect.

            (7) The Guarantor agrees that it shall not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
The Guarantor further agrees that, as between the Guarantor, on the one hand,
and the Holders and the Trustee, on the other hand:

                  (a) the maturity of the obligations guaranteed hereby may be
            accelerated as provided in Article 5 of this Indenture for the
            purposes of the Guarantees made pursuant to this Indenture,
            notwithstanding any stay, injunction or other prohibition preventing
            such acceleration in respect of the obligations guaranteed hereby;
            and

                  (b) in the event of any declaration of acceleration of such
            obligations as provided in Article 5 of this Indenture, such
            obligations (whether or not due and payable) shall forthwith become
            due and payable by the Guarantor for the purpose of the Guarantees
            made pursuant to this Indenture.

            (8) The Guarantees shall constitute guarantees of payment and not of
      collection.

      Section 9.3 Release of Guarantees.

      Notwithstanding anything in this Article 9 to the contrary, concurrently
with the payment or performance in full of (i) all amounts due and owing on
Securities of a particular series and (ii) all other obligations of the Company
under this Indenture with respect to such Securities, the Guarantor shall be
released from and relieved from its obligations under this Article 9 with
respect to such series of Securities. Upon the delivery by the Company to the
Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that
the transaction giving rise to the release of such Guarantee, with respect to
such series of Securities, was made by the Company in accordance with the
provisions of this Indenture and such series of Securities, the Trustee shall
execute any documents reasonably required by the Guarantor, which documents may
consist of those documents executed by the Trustee under Article 8 in connection
with the satisfaction and discharge of this Indenture or a defeasance, in order
to evidence the release of the Guarantor from its obligations with respect to
such Securities. If any of the obligations of the Company are


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revived and reinstated after the termination of such Guarantee (including any
obligations under Section 3.3), or if any payments by the Company are avoided or
recovered pursuant to any proceeding under any Bankruptcy Law, then all of the
obligations of the Guarantor under such Guarantee shall be revived and
reinstated as if such Guarantee had not been terminated until such time as all
the amounts due and owing on all such series of Securities are paid in full, and
the Guarantor shall enter into an amendment to the Guarantee, reasonably
satisfactory to the Trustee, evidencing such revival and reinstatement.

                                   ARTICLE 10
                          PAYMENT OF ADDITIONAL AMOUNTS

      Section 10.1 Payment of Additional Amounts in Respect of Canadian Taxes

      The Company or the Guarantor, as the case may be, shall, subject to
certain exceptions and limitations set forth below in Section 10.2, pay such
Additional Amounts to the Holders of the Securities of any series who are
non-residents of Canada (for purposes of the Income Tax Act (Canada), and as
described in Section 10.3) as may be necessary in order that every net payment
of the principal of and interest on such series of Securities and any other
amounts payable on such series of Securities, after withholding for or on
account of any present or future tax, assessment or governmental charge imposed
upon such payment by Canada (or any political subdivision or taxing authority
thereof or therein), shall not be less than such amount then due and payable.

      Section 10.2 Exceptions and Limitations on the Payment of Additional
Amounts in Respect of Canadian Taxes

      Neither the Company nor the Guarantor, as the case may be, shall be
required to make any payment of Additional Amounts, in respect of Canadian
taxes, to any Holder of Securities of any series for or on account of:

            (1) any such tax, assessment or other governmental charge that would
      not have been so imposed but for a present or former connection
      (including, without limitation, carrying on business in Canada or a
      Province of Canada or having a permanent establishment or fixed base in
      Canada or a Province of Canada) between any Holder and Canada or a
      political subdivision or taxing authority of or in Canada, other than
      merely holding Securities of a particular series or receiving payments
      with respect to such Securities;

            (2) any estate, inheritance, gift, sales, transfer or personal
      property tax or any similar tax, assessment or other governmental charge
      with respect to such Securities;

            (3) any tax, assessment or other governmental charge imposed by
      reason that any such Holder of a series of Securities does not deal at
      arm's length, within the meaning of the Income Tax Act (Canada), with the
      Company or the Guarantor;


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<PAGE>

            (4) any tax, assessment or other governmental charge that is levied,
      collected or imposed otherwise than by deduction or withholding from
      payments on or in respect of any such series of Securities;

            (5) any tax, assessment or other governmental charge that would not
      have been imposed but for the failure to comply with certification,
      information or other reporting requirements concerning the residence or
      identity of the Holder of Securities of such series, if such compliance
      shall be required by Canada or any political subdivision or taxing
      authority of or in Canada as a precondition to relief or exemption from
      such tax, assessment or other governmental charge; or

            (6) any combination of the items (1) through (5) listed above.

      Section 10.3 Non-residents of Canada

      Additional Amounts shall not be paid pursuant to Section 10.1 with respect
to any payment on Securities of any series to a Holder of Securities of such
series who shall be (1) a non-resident of Canada (for purposes of the Income Tax
Act (Canada)); and (2) a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent such payment would be required by
the laws of Canada (or any political subdivision thereof) to be included in the
income, for tax purposes, of a beneficiary or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to the Additional Amounts had such beneficiary, settlor,
member or beneficial owner held its interest in the security directly.

      Section 10.4 Withholding or Deduction for Any U.S. Taxes, Assessments or
Governmental Charges

      Any amounts paid under or with respect to the Securities of any series or
the Guarantees to a Person who is a non-U.S. Holder shall be paid without
withholding or deduction for any taxes, assessments or other governmental
charges imposed or levied by or on behalf of any U.S. taxing authority. If any
such taxes, assessments or other governmental charges shall nonetheless be
required to be withheld or deducted, the Company or the Guarantor, as
applicable, shall pay Additional Amounts so that the net amount paid to such
Holder, after withholding or deducting the taxes, assessments or other
governmental charges, shall not be less than the amount then due and payable on
such series of Securities. This obligation to pay Additional Amounts in respect
of U.S. taxes, assessments or other governmental charges shall not apply:

            (1) to a tax, assessment or governmental charge that shall be
      imposed or withheld by reason of the Holder, or a fiduciary, settlor,
      beneficiary, partner, member or shareholder of the Holder if the Holder is
      an estate, trust, partnership, limited liability company or corporation,
      (a) being or having been engaged in a trade or business in the United
      States or having a permanent establishment or fixed base in the United
      States; (b) having a current or former relationship with the United States
      (such as citizenship,


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<PAGE>

      nationality, residence or existence of a place of business within the
      United States), other than holding or owning Securities or receiving
      payments with respect thereto; (c) being or having been a foreign or
      domestic personal holding company, a passive foreign investment company,
      or a controlled foreign corporation, as such terms are defined under the
      U.S. Internal Revenue Code; (d) being or having been a "10 percent
      shareholder" of the Guarantor, as defined in section 871(h)(3) of the U.S.
      Internal Revenue Code; or (e) holding a Security pursuant to a loan
      agreement entered into in the ordinary course of business of a bank,
      within the meaning of section 881(c)(3)(A) of the U.S. Internal Revenue
      Code.

            (2) to an estate, inheritance, gift, sales, transfer, or personal
      property tax or a similar tax, assessment, or governmental charge with
      respect to a Security;

            (3) any tax, assessment or other governmental charge that shall be
      levied, collected or imposed otherwise than by deduction or withholding
      from payments on or in respect of a Security;

            (4) to a tax, assessment or governmental charge that shall be
      imposed or withheld due to the failure of the Holder of Securities of any
      series to comply with certification, identification, or other reporting
      requirements concerning the nationality, residence, identity, or
      connection with the United States of the Holder of such Securities, if
      compliance shall be required by statute or by regulation of the United
      States Treasury Department as a precondition to exemption from such tax,
      assessment or other governmental charge;

            (5) to a tax, assessment or governmental charge imposed on or with
      respect to any payment by the Company or the Guarantor, as the case may
      be, to a Holder of Securities of any series if such Holder is a fiduciary
      or partnership or any person other than the sole beneficial owner of such
      payment to the extent that such tax, assessment or governmental charge
      would not have been imposed on such payment had such Holder been the sole
      beneficial owner of such Securities; or

            (6) any combination of (1) through (5) above.

      Such Additional Amounts also shall not be payable where, had the
beneficial owner of a Security of any series been the Holder, it would not have
been entitled to payment of Additional Amounts by reason of the clauses above.

      Section 10.5 References to Additional Amounts in this Indenture

      Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of or interest on, or in respect of, any Security of any series
or the net proceeds received on the sale or exchange of any Security of any
series, such mention shall be deemed to include


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<PAGE>

mention of the payment of Additional Amounts provided by the terms of such
series established hereby or pursuant hereto to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of Additional Amounts
(if applicable) in any provision hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

                                   ARTICLE 11
                     REDEMPTION AT THE OPTION OF THE COMPANY

      Section 11.1 Applicability of Article.

      Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.

      Securities of any series may be redeemed in whole but not in part prior to
their respective Stated Maturity, at the option of the Company, upon the giving
of a notice of redemption as set forth below in Section 11.3, at the principal
amount thereof, together with accrued and unpaid interest thereon to the
Redemption Date, if, in the opinion of independent counsel of recognized
standing, the Company or the Guarantor is, or on the next date on which any
amount would be payable in respect of such Securities, will be obligated to pay
Additional Amounts in respect of such series of Securities pursuant to the terms
and conditions of Article 10 as a result of (a) any change in, or amendment to,
the laws or treaties (or any regulations or rulings promulgated thereunder) of
Canada or of the United States affecting taxation which becomes effective on or
after November 1, 2006; or (b) any change in the official position regarding the
application, administration, or interpretation of the laws, treaties,
regulations or rulings of Canada or of the United States (including a holding,
judgment, or order by a court of competent jurisdiction), on or after November
1, 2006; provided, however, the Company or the Guarantor, as the case may be,
cannot avoid payment of Additional Amounts by (i) filing a form, certificate, or
other document with the appropriate taxing authority, the preparation or filing
of which form, certificate, or other document, or any conditions or undertakings
contained therein, does not cause any material detriment or material expense to
the Company or the Guarantor, or (ii) taking some other action which in the
Company's and Guarantor's reasonable judgment, is purely ministerial and does
not cause any material detriment or material expense to the Company or the
Guarantor.

      Section 11.2 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 case of any redemption at the election of
the Company of (a) less than all of the Securities of any series or (b) all of
the Securities of any series, with the same issue date, interest rate or
formula, Stated Maturity and other terms, 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
of the principal amount of Securities of such series to be redeemed.


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      Section 11.3 Notice of Redemption.

      Notice of redemption shall be given in the manner provided in Section 17.3
to the Holders of Securities of any series to be redeemed, not less than 30 nor
more than 60 days prior to the Redemption Date, unless a shorter period is
specified in the Securities to be redeemed, and not earlier than 90 days prior
to the earliest date on which the Company or the Guarantor would be obliged to
make payment of Additional Amounts or withholding. Failure to give notice by
mailing in the manner herein provided to the Holder of Securities of any series
designated for redemption or any defect in the notice to any such Holder, shall
not affect the validity of the proceedings for the redemption of any other
Securities.

      Any notice that is mailed to the Holder of a Security of any series in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not such Holder receives the notice.

      All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price,

            (3) if less than all Outstanding Securities of any series are to be
      redeemed, the identification (and, in the case of partial redemption, the
      principal amount) of the particular Security or Securities to be redeemed,

            (4) 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 of such
      Security will receive, without charge, a new Security or Securities of
      authorized denominations for the principal amount thereof remaining
      unredeemed,

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

            (6) the place or places where such Securities are to be surrendered
      for payment of the Redemption Price and any accrued interest,

            (7) that the redemption is for a sinking fund, if such is the case,

            (8) the CUSIP number of such Securities, if any (or any other
      numbers used by a Depository to identify such Securities),

      A notice of redemption mailed as contemplated by Section 17.3 need not
identify particular Securities to be redeemed.


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<PAGE>

      Notice of redemption of Securities to be redeemed at the election of the
Company 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.

      Section 11.4 Deposit of Redemption Price.

      On or prior to any Redemption Date, the Company shall deposit, with
respect to the Securities of any series called for redemption pursuant to
Section 11.3, 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 the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) any accrued
interest on, all such Securities or portions thereof which are to be redeemed on
that date.

      Section 11.5 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 any accrued
interest to the Redemption Date; provided, however, that, except as otherwise
specified in or pursuant to this Indenture, installments of interest on
Securities whose Stated Maturity is 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 Regular Record
Dates therefor according to their terms and the provisions of Section 2.10.

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

      Section 11.6 Cancellation and Disposition of Securities

      All Securities redeemed and paid pursuant to the provisions of this
Article 11 shall be cancelled and disposed of, as provided in Section 2.12.

      Section 11.7 Selection by Trustee of Securities to be Redeemed.

      If less than all of the Securities of any series with the same issue date,
interest rate or formula, Stated Maturity and other terms are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee from the Outstanding Securities of
such series not previously called for redemption, by lot or by such other method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of Securities of
such series; provided, however, that no such partial redemption shall reduce the
portion of the principal amount of a Security of such series not redeemed to
less than the minimum denomination for a Security of such series established
herein or pursuant hereto.


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<PAGE>

      The Trustee shall promptly notify the Company and the Registrar (if other
than itself) 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.

      For all 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 of such Securities which has been or is to be redeemed.

      Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
exchanged for securities of another issuer in part before termination of the
exchange right with respect to the portion of the Security so selected.
Securities which have been exchanged during a selection of Securities to be
redeemed shall be treated by the Trustee as Outstanding for the purpose of such
selection.

      Section 11.8 Securities Redeemed in Part.

      Any Security which is to be redeemed only in part shall be surrendered at
any Office or Agency for such Security (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) and 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 the same series,
containing identical terms and provisions, of any authorized denomination as
requested by such Holder in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered. If a
Security in global form is so surrendered, the Company shall execute, and the
Trustee shall authenticate and deliver to the Depository for such Security in
global form as shall be specified in the Company Order with respect thereto to
the Trustee, without service charge, a new Security in global form in a
denomination equal to and in exchange for the unredeemed portion of the
principal of the Security in global form so surrendered.

                                   ARTICLE 12
                                   AMENDMENTS

      Section 12.1 Without Consent of Holders.

      Without the consent of any Holders, the Company and the Guarantor (when
authorized by or pursuant to a Board Resolution) and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, for any of the following purposes:

            (1) to evidence the succession of another Person to the Company or
the Guarantor and the assumption by any such successor of the covenants of the
Company or the Guarantor, as the case may be, contained herein and in the
Securities or the Guarantee in accordance with Article 4; or

            (2) to add to the covenants and agreements of the Company or the
Guarantor for the benefit of the Holders of all or any series of Securities (as
shall be specified in such


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<PAGE>

supplemental indenture or indentures) or to surrender any right or power herein
conferred upon the Company or the Guarantor; or

            (3) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee, a co-trustee or other qualifying trustee with
respect to the Securities, 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 trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.10; or

            (4) to cure any ambiguity or to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture which shall not adversely affect the interests of the
Holders of Securities of any series then Outstanding in any material respect; or

            (5) to add any additional Events of Default with respect to all or
any series of Securities (as shall be specified in such supplemental indenture);
or

            (6) to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Article 8, provided that any
such action shall not adversely affect the interests of any Holder of an
Outstanding Security of such series or any other Outstanding Security in any
material respect; or

            (7) to secure payment on the Securities pursuant to Section 3.6 or
otherwise; or

            (8) to amend or supplement any provision contained herein or in any
supplemental indenture, provided that no such amendment or supplement shall
materially adversely affect the interests of the Holders of any Securities then
Outstanding; or

            (9) to establish the form and terms of Securities of any series as
permitted by Sections 2.1 and 2.4.

      Section 12.2 With Consent of Holders

      With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company and the Guarantor (when authorized by or pursuant to a
Board Resolution) and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series under this Indenture or of such Securities; provided, however, that no
such supplemental indenture, without the consent of each Holder of each
Outstanding Security affected thereby, shall:

            (1) change the Stated Maturity of the principal of, or any premium
      or installment of interest on, any Security, or reduce the principal
      amount thereof or the rate


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<PAGE>

      (or modify the calculation of such rate) of interest thereon, or any
      premium payable upon the redemption thereof or otherwise, or reduce the
      amount of the principal of an Original Issue Discount Security that would
      be due and payable upon a declaration of acceleration of the Maturity
      thereof or the amount thereof provable in bankruptcy, change the
      redemption provisions or adversely affect the right of repayment at the
      option of any Holder as contemplated by Article 15, or change the Place of
      Payment, or Currency in which the principal of, any premium or interest
      on, any Security 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 or, in the
      case of repayment at the option of the Holder, on or after the date for
      repayment), or

            (2) reduce the percentage in principal amount of the Outstanding
      Securities of any series, 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, or reduce the requirements of Section 13.4 for quorum or
      voting, or

            (3) modify any of the provisions of this Section, Section 5.13 or
      Section 3.8, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby, provided, however, that this clause shall not be deemed to
      require the consent of any Holder with respect to changes in the
      references to "the Trustee" and concomitant changes in this Section and
      Section 3.8, or the deletion of this proviso, in accordance with the
      requirements of Sections 6.10(2) and 12.1(3).

      In computing whether the Holders of the requisite principal amount of
Outstanding Securities have taken action under this Indenture or under a
supplemental indenture hereto, the Company shall use: (i) for an Original Issue
Discount security, the amount of the principal that would be due and payable as
of that date, as if the Maturity of such Security had been accelerated due to a
default; and (ii) for a Security denominated in a Foreign Currency or
Currencies, the Dollar equivalent of the outstanding principal amount as of that
date, using the exchange rate in effect on the date of original issuance of such
Security.

      A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture, which shall have been included expressly and solely
for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

      It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

      Any consent given by any Holder of a Security under this Section 12.2
shall be irrevocable for a period of six months after the day of execution
thereof, but may be revoked at any time thereafter by such Holder or by his
successor in title by filing written notice of such


                                       69
<PAGE>

revocation with the Trustee at its Corporate Trust Office; provided, however,
that such consent shall not be revocable after the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of the
applicable series of which such Security is a part at the time Outstanding shall
have consented to such supplemental indenture. No notation on any Security of
the fact of such consent shall be necessary, but any such written consent by the
Holder shall be conclusive and binding on all future Holders and owners of the
same Security and of all Securities delivered upon registration of transfer of
or in exchange therefor, unless revoked in the manner and during the period
provided in this Section 12.2.

      Section 12.3 Execution of Supplemental Indentures.

      As a condition to executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 315 of the Trust Indenture Act) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture and an
Officers' Certificate stating that all conditions precedent to the execution of
such supplemental indenture have been fulfilled. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture, which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise is
not reasonably acceptable to the Trustee.

      Section 12.4 Effect of Supplemental Indentures.

      Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of a Security theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

      Section 12.5 Reference in Securities to Supplemental Indentures.

      Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for the Outstanding Securities in equal aggregate principal amounts,
and such exchange shall be made without cost to the Holders.

      Section 12.6 Compliance with Trust Indenture Act.

      Every supplemental indenture executed pursuant to this Article shall
comply with the requirements of the Trust Indenture Act as then in effect.

      Section 12.7 Notice of Supplemental Indenture.

      Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 12.2, the Company shall transmit to
the Holders of the Outstanding


                                       70
<PAGE>

Securities of any series affected thereby a notice setting forth in general
terms the substance of such supplemental indenture. Failure to send such notice
will not impair the validity of such supplemental indenture.

                                   ARTICLE 13
                               MEETINGS OF HOLDERS

      Section 13.1 Purposes for Which Meetings May Be Called.

      A meeting of Holders of any series of Securities may be called at any time
and from time to time pursuant to this Article, to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture or under applicable law, to be made, given or taken
by Holders.

      Section 13.2 Call, Notice and Place of Meetings.

            (1) The Trustee may at any time call a meeting of Holders for any
purpose specified in Section 13.1, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, as the Trustee shall determine.
Notice of every meeting of Holders, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 17.3, not less than 21 nor
more than 180 days prior to the date fixed for the meeting.

            (2) In case at any time the Company (by or pursuant to a Board
Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of the applicable series have requested the Trustee to
call a meeting of the Holders for any purpose specified in Section 13.1, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of such
meeting within 21 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company or
the Holders in the amount above specified, as the case may be, may determine the
time and the place in the Borough of Manhattan, The City of New York, for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in clause (1) of this Section.

      Section 13.3 Persons Entitled to Vote at Meetings.

      To be entitled to vote at any meeting of Holders of any series of
Securities, a Person shall be (1) a Holder of Outstanding Securities of the
applicable series, or (2) a Person appointed by an instrument in writing as
proxy for a Holder or Holders of Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders shall be the Persons entitled to vote at such
meeting and their counsel, any representatives of the Trustee and its counsel,
and any representatives of the Company, the Guarantor and their counsel.

      Section 13.4 Quorum; Action.

      The Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Securities shall constitute a quorum for any meeting of Holders.
In the absence of a quorum


                                       71
<PAGE>

within 30 minutes after the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders, be dissolved. In any other case
the meeting may be adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any reconvened meeting, such reconvened meeting may be
further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such reconvened meeting.
Notice of the reconvening of any such adjourned meeting shall be given as
provided in Section 13.2(1), except that such notice need be given only once not
less than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities which shall constitute a quorum.

      Except as limited by the first proviso to Section 12.2, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of such principal amount of the Outstanding Securities of the applicable series
as shall, in accordance with the other provisions of this Indenture, be entitled
to take the relevant action; provided, however, that, except as limited by the
first proviso to Section 12.2, any resolution with respect to any request,
demand, authorization, direction, notice, consent, waiver or other Act which
this Indenture expressly provides may be made, given or taken by the Holders of
a lesser specified percentage, in principal amount of the Outstanding Securities
of the applicable series may be adopted at a meeting or an adjourned meeting
duly reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of such specified percentage in principal amount of the
Outstanding Securities of the applicable series.

      Except as limited by the first proviso to Section 12.2, any resolution
passed or decision taken at any meeting of Holders duly held in accordance with
this Section shall be binding on all the Holders, whether or not such Holders
were present or represented at the meeting.

      Section 13.5 Determination of Voting Rights; Conduct and Adjournment of
Meetings.

            (1) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders in regard to proof of the holding of Securities and of the
appointment of proxies and in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of
the meeting as it shall deem appropriate. Except as otherwise permitted or
required by any such regulations, the holding of Securities shall be proved in
the manner specified in Section 1.4 and the appointment of any proxy shall be
proved in the manner specified in Section 1.4. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 1.4 or other proof.

            (2) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders as provided in Section 13.2(2), in which case the
Company or the Holders of Securities of the series calling the meeting, as the
case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by


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<PAGE>

vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

            (3) At any meeting, each Holder of Securities of the applicable
series or proxy shall be entitled to one vote for each $1,000 principal amount
of Securities held or represented by him or such other amount authorized
pursuant to Section 2.4; provided, however, that no vote shall be cast or
counted at any meeting in respect of any Security challenged as not Outstanding
and ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote, except as a Holder of a Security of
such series or proxy.

            (4) Any meeting of Holders duly called pursuant to Section 13.2 at
which a quorum is present may be adjourned from time to time by Persons entitled
to vote a majority in principal amount of the Outstanding Securities of the
applicable series represented at the meeting; and the meeting may be held as so
adjourned without further notice.

      Section 13.6 Counting Votes and Recording Action of Meetings.

      The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of the applicable series
or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports in triplicate of all votes cast at the meeting. A
record, at least in triplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more Persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was given as provided in Section 13.2 and, if
applicable, Section 13.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

      Section 13.7 Preservation of Rights of Trustee and Holders

      Nothing contained in this Article 13 shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the Holders under any of the provisions of this Indenture or the
Securities.


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<PAGE>

                                   ARTICLE 14
                                  SINKING FUNDS

      Section 14.1 Applicability of Article.

      The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Security of such series issued
pursuant to this Indenture.

      The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 14.2. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series and this Indenture.

      Section 14.2 Satisfaction of Sinking Fund Payments with Securities.

      The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series to be made pursuant to the
terms of such Securities (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called for redemption or any of
such Securities in respect of which cash shall have been released to the
Company), and (2) apply as a credit Securities of such series which have been
redeemed either at the election of the Company pursuant to the terms of such
series of Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, provided that such
series of Securities have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.
If, as a result of the delivery or credit of Securities of any series in lieu of
cash payments pursuant to this Section 14.2, the principal amount of Securities
of such series to be redeemed in order to satisfy the remaining sinking fund
payment shall be less than $100,000, the Trustee need not call Securities of
such series for redemption, except upon Company Request, and such cash payment
shall be held by the Trustee or a Paying Agent and applied to the next
succeeding sinking fund payment, provided, however, that the Trustee or such
Paying Agent shall at the request of the Company from time to time pay over and
deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Securities of that
series purchased by the Company having an unpaid principal amount equal to the
cash payment requested to be released to the Company.

      Section 14.3 Redemption of Securities for Sinking Fund.

      Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company shall deliver to the Trustee an Officers'
Certificate specifying the amount of the next, ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 14.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory


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<PAGE>

sinking fund payment, and will also deliver to the Trustee any Securities to be
so credited and not theretofore delivered. If such Officers' Certificate shall
specify an optional amount to be added in cash to the next ensuing mandatory
sinking fund payment, the Company shall thereupon be obligated to pay the amount
therein specified. Not less than 60 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 11.7 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 11.3. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.5 and 11.8.

                                   ARTICLE 15
                       REPAYMENT AT THE OPTION OF HOLDERS

      Section 15.1 Applicability of Article.

      Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series. The repayment of any principal amount of
Securities pursuant to such option of the Holder to require repayment of
Securities before their Stated Maturity, for purposes of Section 2.12, shall not
operate as a payment, redemption or satisfaction of the Indebtedness represented
by such Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled. Notwithstanding anything to the contrary contained in this Section
15.1, in connection with any repayment of Securities, the Company may arrange
for the purchase of any Securities by an agreement with one or more investment
bankers or other purchasers to purchase such Securities by paying to the Holders
of such Securities on or before the close of business on the repayment date an
amount not less than the repayment price payable by the Company on repayment of
such Securities, and the obligation of the Company to pay the repayment price of
such Securities shall be satisfied and discharged to the extent such payment is
so paid by such purchasers.

                                   ARTICLE 16
                        SECURITIES IN FOREIGN CURRENCIES

      Section 16.1 Applicability of Article.

      Whenever this Indenture provides for (1) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same Currency, or (ii)
any distribution to Holders of Securities, in the absence of any provision to
the contrary in the form of Security of any particular series or pursuant to
this Indenture or the Securities, any amount in respect of any Security
denominated in a Currency other than Dollars shall be treated for any such
action or distribution as that amount of Dollars that could be obtained for such
amount on such reasonable basis of exchange and as of the record date with
respect to Securities of such series (if any) for such action, determination of
rights or distribution (or, if there shall be no applicable record date, such
other date reasonably proximate


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<PAGE>

to the date of such action, determination of rights or distribution) as the
Company may specify in a written notice to the Trustee.

                                   ARTICLE 17
                                  MISCELLANEOUS

      Section 17.1 Conflict with Trust Indenture Act.

      If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

      Section 17.2 Notices, etc. to Trustee, Company and Guarantor

      Any request, demand, authorization, direction, notice, consent, waiver or
other Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with,

            (1) the Trustee by any Holder or the Company shall be sufficient for
      every purpose hereunder if made, given, furnished or filed in writing to
      or with the Trustee at its Corporate Trust Office; and

            (2) the Company, by the Trustee or any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and mailed, first-class postage prepaid, to the Company,
      addressed to the attention of its Treasurer, with a copy to the attention
      of its General Counsel, at 1 CIT Drive, Livingston, New Jersey 07039 or at
      any other address previously furnished in writing to the Trustee by the
      Company; and

            (3) the Guarantor, by the Trustee or any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and mailed, first-class postage prepaid, to the Guarantor,
      addressed to the attention of its Treasurer, with a copy to the attention
      of its General Counsel, at 505 Fifth Avenue, New York, New York 10017, or
      at any other address previously furnished in writing to the Trustee by the
      Guarantor.

      Section 17.3 Notice to Holders of Securities; Waiver.

      Except as otherwise expressly provided in or pursuant to this Indenture,
where this Indenture provides for notice to Holders of any event, such notice
shall be sufficiently given to Holders if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event at his address as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice.

      In any case where notice to Holders is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the


                                       76
<PAGE>

sufficiency of such notice with respect to other Holders. Any notice that is
mailed in the manner herein provided, shall be conclusively presumed to have
been duly given or provided. In the case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give
such notice by mail, then such notification as shall be made with the approval
of the Trustee shall constitute a sufficient notification for every purpose
hereunder.

      Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

      Section 17.4 Language of Notices.

      Any request, demand, authorization, direction, notice, consent, election
or waiver required or permitted under this Indenture shall be in the English
language.

      Section 17.5 Compliance Certificates and Opinions

      Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
or any of them is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished. The aforementioned Officers' Certificate and Opinion
of Counsel need not be given in connection with the initial issuance of
Securities under this Indenture.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

            (1) a statement that the individual signing such certificate or
      opinion has read such condition or covenant and the definitions herein
      relating thereto;

            (2) 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;

            (3) 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 condition or covenant has
      been complied with; and

            (4) a statement as to whether, in the opinion of such individual,
      such condition or covenant has been complied with.


                                       77
<PAGE>

      Section 17.6 Form of Documents Delivered to Trustee.

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

      Any certificate or opinion of an officer of the Company or the Guarantor,
as applicable, may be based, insofar as it relates to legal matters, upon an
Opinion of Counsel, provided that such officer, after reasonable inquiry, has no
reason to believe and does not believe that the Opinion of Counsel with respect
to the matters upon which his certificate or opinion is based is erroneous. Any
such Opinion of Counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or officers
of the Company or the Guarantor, as applicable, stating that the information
with respect to such factual matters is in the possession of the Company or the
Guarantor, as applicable, provided that such counsel, after reasonable inquiry,
has no reason to believe and does not believe that the certificate or opinion or
representations with respect to such matters are erroneous.

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

      Section 17.7 Effect of Headings and Table of Contents.

      The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

      Section 17.8 Successors and Assigns.

      All covenants and agreements in this Indenture by the Company or the
Guarantor, as applicable, shall bind its successors and assigns, whether so
expressed or not.

      Section 17.9 Separability Clause.

      In case any provision in this Indenture, in any Security or in the
Guarantee notated thereon 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 17.10 Governing Law.

      This Indenture, the Securities and the Guarantee shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said
state.


                                       78
<PAGE>

      Section 17.11 Legal Holidays.

      A "Legal Holiday" is any day other than a Business Day. If any specified
date (including a date for giving notice) is a Legal Holiday, the action to be
taken on such day shall be taken on the next succeeding day that is not a Legal
Holiday, and, if the action to be taken on such date is a payment in respect of
the Securities, no interest shall accrue for the intervening period.

      Section 17.12 Counterparts.

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

      Section 17.13 Judgment Currency.

      The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the requisite amount of the Required Currency with the
Judgment Currency on the New York Banking Day preceding the day on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with clause (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, "New York Banking
Day" means any day except a Saturday, Sunday or a legal holiday in The City of
New York or a day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to be closed.

      Section 17.14 No Security Interest Created.

      Subject to the provisions of Section 3.6, nothing in this Indenture or in
any Securities or in the Guarantees notated thereon, express or implied, shall
be construed to constitute a security interest under the Uniform Commercial Code
or similar legislation, as now or hereafter enacted and in effect in any
jurisdiction where property of the Company or the Guarantor, or their respective
Subsidiaries, is or may be located.

      Section 17.15 Limitation on Individual Liability.

      A director, officer, employee or shareholder, as such, of the Company or
the Guarantor shall not have any liability for any obligations of the Company or
the Guarantor under the Securities, this Indenture or the Guarantee or for any
claim based on, in respect of or by reason


                                       79
<PAGE>

of such obligations or their creation. By accepting a Security, each Holder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

      Section 17.16 Submission to Jurisdiction.

      The Company agrees that any legal suit, action or proceeding arising out
of or based upon this Indenture or the Securities may be instituted in any state
or Federal court in the Borough of Manhattan, The City of New York, New York,
United States, waives, to the extent it may effectively do so, any objection
which it may have now or hereafter to the laying of the venue of any such suit,
action or proceeding, and irrevocably submits to the jurisdiction of any such
court in any such suit, action or proceeding. The Company has designated and
appointed CT Corporation (or any successor corporation) as the Company's
authorized agent to accept and acknowledge on its behalf service of any and all
process which may be served in any such suit, action or proceeding in any such
court and agrees that service of process upon said agent at its office at 111
Eighth Avenue, New York, New York 10011 (or at such other address in the Borough
of Manhattan, The City of New York, as the Company may designate by written
notice to the Guarantor and the Trustee), and written notice of said service to
the Company, mailed or delivered to it, at 1 CIT Drive, Livingston, New Jersey,
07039, Attention: Treasurer and General Counsel (until another address is filed
by the Company with the Trustee), shall be deemed in every respect effective
service of process upon the Company in any such suit, action or proceeding and
shall be taken and held to be valid personal service upon the Company, whether
or not the Company shall then be doing, or at any time shall have done, business
within the State of New York, and any such service of process shall be of the
same force and validity as if service were made upon it according to the laws
governing the validity and requirements of such service in such State, and
waives all claim of error by reason of any such service. Said designation and
appointment shall be irrevocable until this Indenture shall have been satisfied
and discharged in accordance with Article 8. The Company agrees to take all
action as may be necessary to continue the designation and appointment of CT
Corporation or any successor corporation in full force and effect so that the
Company shall at all times have an agent for service of process for the above
purposes in the Borough of Manhattan, The City of New York, New York, United
States.


                                       80
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, as of the date first above written.

                                            CIT GROUP FUNDING COMPANY OF CANADA
                                                     as Issuer

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

                                            CIT GROUP INC.
                                                     as Guarantor

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

                                            THE BANK OF NEW YORK
                                                     as Trustee

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


<PAGE>

                                                                     Exhibit A-1

                         Form of Fixed Rate Global Note

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation (the "Depositary"), to the
Corporation (as defined below) or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or such other name as requested by an authorized representative of
the Depositary (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of the Depositary), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

                                % SENIOR NOTE DUE

                       CIT GROUP FUNDING COMPANY OF CANADA

No. R-                                           CUSIP No.

PRINCIPAL AMOUNT:

SPECIFIED CURRENCY:

ORIGINAL ISSUE DATE:

MATURITY DATE:

INTEREST RATE PER ANNUM:

INTEREST PAYMENT DATES: Semiannually on and of each year and on the Maturity
Date, commencing on , provided that if any such day is not a Business Day, the
payment will be made on the next Business Day as if it were made on the date the
payment was due, and no additional interest will accrue as a result of the
delayed payment.

      CIT GROUP FUNDING COMPANY OF CANADA, an unlimited company organized under
the laws of the Province of Nova Scotia, Canada (the "Corporation"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, at the
office or agency of the Corporation in the Borough of Manhattan, The City of New
York, the principal sum set forth above, on the maturity date shown above, or if
such date is not a Business Day, the next succeeding Business Day (the "Maturity
Date"), in such coin, currency or currency unit specified above as at the time
of payment shall be legal tender for the payment of public and private debts,
and to pay interest, if any, on said principal sum at the rate per annum
(computed on the basis of a 360-day year of twelve 30-day months) shown above,
in like coin, currency or currency unit, semiannually on each Interest Payment
Date set forth above from and after the date of this Note and on the Maturity
Date until payment of said principal sum has been made or duly provided;
provided, however, that if an Interest Payment Date or the Maturity Date falls
on a day that is not a Business Day, then interest on this Note will be paid on
the next succeeding Business Day, and


<PAGE>

no interest on such payment will accrue for the period from and after such
Interest Payment Date or Maturity Date. Unless this Note is a Note which has
been issued upon transfer of, in exchange for, or in replacement of a
predecessor Note, interest on this Note shall accrue from the Original Issue
Date indicated above. If this Note has been issued upon transfer of, in exchange
for, or in replacement of a predecessor Note, interest on this Note shall accrue
from the last Interest Payment Date to which interest was paid on such
predecessor Note or, if no interest was paid on such predecessor Note, from the
Original Issue Date indicated above. The first payment of interest on a Note
originally issued and dated on or after the Record Date (as defined below)
preceding an Interest Payment Date will not be made on such Interest Payment
Date, but will be made on the next succeeding Interest Payment Date. Subject to
certain exceptions provided in the Indenture referred to below, the interest so
payable on any Interest Payment Date will be paid to the person in whose name
this Note was registered at the close of business on the fifteenth day next
preceding such Interest Payment Date (each such date a "Record Date"), provided,
however, that interest payable on the Maturity Date (other than a Maturity Date
that would otherwise be an Interest Payment Date) will be paid to the person to
whom said principal sum is payable.

      "Business Day" shall mean any day, other than a Saturday or Sunday, that
is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation (including any executive order) to
close in The City of New York.

      Payment of interest on this Note due on any Interest Payment Date will be
paid in U.S. Dollars at the office or agency of the Corporation maintained for
such purposes in the Borough of Manhattan, City of New York, or by mailing a
check to the address of the person entitled thereto as such address shall appear
in the Security Register or by transfer to an account maintained by the payee
with a bank located in the United States. Payment of the principal of, and
interest, if any, on this Note due to the holder hereof at maturity will be made
in U.S. dollars, in immediately available funds, upon presentation of this Note
at the office or agency of the Corporation maintained for that purpose in the
Borough of Manhattan, The City of New York.

      Subject to applicable laws and regulations, a holder of $1,000,000 (or the
equivalent in other currencies or currency units) or more in aggregate principal
amount of the Notes may, by delivery of a written request to the Paying Agent
under the Indenture, elect to have all payments to such holder made by wire
transfer of immediately available funds to a designated account maintained in
the United States; provided, that such payments to be made on the Maturity Date
will be made only after surrender of such Note or Notes at the office or agency
of the Corporation maintained for that purpose in the Borough of Manhattan, The
City of New York not later than one Business Day prior to the Maturity Date.
Such request may be in writing (mailed or hand delivered) or by cable, telex or
other form of facsimile transmission and must be delivered not later than the
close of business on the Record Date immediately preceding an Interest Payment
Date or the fifteenth day prior to the Maturity Date. Any such election will
remain in effect until revoked by written notice to the Paying Agent, but
written notice of any such revocation must be received by the Paying Agent not
later than the Record Date immediately preceding the applicable Interest Payment
Date or the fifteenth day preceding the Maturity Date.

      This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Corporation (hereinafter called the
"Securities") all issued or to be issued


<PAGE>

under and pursuant to an Indenture dated as of October , 2006 (hereinafter
called the "Indenture"), duly executed and delivered by the Corporation, CIT
Group Inc., as guarantor (hereinafter called the "Guarantor") and The Bank of
New York, as trustee (hereinafter called the "Trustee"), to which Indenture and
all indentures supplemental thereto reference is hereby made for a description
of the rights, duties and immunities thereunder of the Trustee and the rights
thereunder of the holders of the Securities. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (the "TIA"), as in effect on the date of the
Indenture. The Notes are subject to, and qualified by, all such terms, certain
of which are summarized hereon, and Holders are referred to the Indenture and
the TIA for a statement of such terms. As provided in the Indenture, the
Securities may be issued in one or more separate series, which different series
may be issued in various aggregate principal amounts, may mature at different
times, may bear interest, if any, at different rates, may be subject to
different redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, may be subject to different covenants and
events of default, and may otherwise vary as in the Indenture provided or
permitted. This Note is one of a series of the Securities, which series is
limited (except as provided in the Indenture) to an aggregate principal amount
of        , designated as the     % Senior Notes due        (the "Notes").

      Interest payments hereon will include the amount of interest accrued from
and including the most recent Interest Payment Date to which interest has been
paid (or from and including the Original Issue Date, if no interest has been
paid with respect to this Note) to but excluding the applicable Interest Payment
Date or the Maturity Date as the case may be.

      In case an event of default, as defined in the Indenture, with respect to
this Note shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture. If an
event of default, as specified in clause (7) or (8) of Section 5.1 of the
Indenture occurs, all unpaid principal of and accrued interest (including any
Additional Amounts), if any, shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
holder of this Note.

      The Indenture contains provisions permitting the Corporation, the
Guarantor and the Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of each series of Securities affected
thereby, at the time outstanding, evidenced as in the Indenture provided, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any indenture
supplemental thereto or modifying in any manner the rights of the holders of
this Note; provided, however, that no such supplemental indenture shall (i)
change the Stated Maturity of the principal of, or any premium or installment of
interest on, any Security, or reduce the principal amount thereof or the rate
(or modify the calculation of such rate) of interest thereon, or any premium
payable upon the redemption thereof or otherwise, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof or the amount thereof
provable in bankruptcy, change the redemption provisions or adversely affect the
right of repayment at the option of any Holder, or change the Place of Payment,
Currency in which the principal of, any premium or interest on, any Security 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


<PAGE>

the Redemption Date or, in the case of repayment at the option of the Holder, on
or after the date for repayment), (ii) reduce the percentage in principal amount
of the Outstanding Securities of any series, 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 the Indenture
or certain defaults thereunder and their consequences) provided for in the
Indenture, or reduce the requirements for quorum or voting, (iii) modify any of
the provisions of Section 9.2, Section 5.13 or Section 10.6 of the Indenture,
except to increase any such percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby, or (iv) make any
change that adversely affects the right to convert or exchange any Security into
or for securities of the Corporation or other securities (whether or not issued
by the Corporation), cash or property in accordance with its terms. The
Indenture also contains provisions permitting the holders of a majority in
aggregate principal amount of the Securities of any series at the time
outstanding, on behalf of the holders of all the Securities of such series, to
waive, insofar as that series is concerned, compliance by the Corporation with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent by the holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such holder and upon all future holders and owners of this Note and any
Notes which may be issued upon the registration of transfer hereof or in
exchange or substitution herefor, irrespective of whether or not any notation
thereof is made upon this Note or other such Notes.

      This Note will not be redeemable prior to maturity, is not entitled to any
sinking fund and will not be repayable at the option of the holder.

      The Notes are in registered form without coupons in denominations of
$2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture. Upon
due presentment for registration of transfer of this Note at the office or
agency of the Corporation in the Borough of Manhattan, The City of New York, a
new Note or Notes in authorized denominations in Dollars for an equal aggregate
principal amount and like interest rate and maturity will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture, without charge except for any stamp tax or other governmental charge
imposed in connection therewith.

      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Corporation, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the places, at the respective times, at the rate and in
the currency herein prescribed.

      The Corporation, the Guarantor, the Trustee, and any paying agent may deem
and treat the registered holder hereof as the absolute owner of this Note at his
address as it appears on the register books of the Corporation as kept by the
Trustee or duly authorized agent of the Corporation (whether or not this Note
shall be overdue), for the purpose of receiving payment of or on account hereof
and for all other purposes, and neither the Corporation nor the Guarantor nor
the Trustee nor any paying agent shall be affected by any notice to the
contrary. All payments made to or upon the order of such registered holder
shall, to the extent of the sum or sums paid, effectively satisfy and discharge
liability for moneys payable on this Note.


<PAGE>

      No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or any indenture supplemental thereto or in any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future shareholder, officer or
director, as such, of the Corporation or the Guarantor, either directly or
through the Corporation or the Guarantor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or penalty or
otherwise, all such personal liability of every such incorporator, shareholder,
officer and director, as such, being expressly waived and released by the
acceptance hereof and as a condition of and as part of the consideration for the
issuance of this Note.

      Unless otherwise defined herein, terms used herein which are defined in
the Indenture shall have the respective meanings assigned thereto in the
Indenture. To the extent that provisions contained in this Note are inconsistent
with the provisions set forth in the Indenture, the provisions contained herein
will apply.

      This Note shall be governed by and construed in accordance with the laws
of the State of New York.

      This Note shall not be valid or become obligatory for any purpose until
the Trustee's Certificate of Authentication hereon shall have been signed by an
authorized officer of the Trustee or its duly authorized agent under the
Indenture referred to above.


<PAGE>

            IN WITNESS WHEREOF, CIT GROUP FUNDING COMPANY OF CANADA has caused
this instrument to be signed by its duly authorized officers, and has caused its
corporate seal, or a facsimile thereof, to be affixed hereto or imprinted
hereon.

Dated:

                                                    CIT GROUP FUNDING COMPANY OF
                                                    CANADA

[CORPORATE SEAL]

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

Attest:
       ----------------------------
Name:
Title:

TRUSTEE'S CERTIFICATE OF
   AUTHENTICATION

Dated:

This Note is one of a series of Securities described
in the Indenture referred to above.

THE BANK OF NEW YORK,
   as Trustee

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


<PAGE>

                                  ABBREVIATIONS

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

TEN COM -  as tenants                  UNIF GIFT MIN ACT - . . .Custodian..
           in common                                     (Cust) (Minor)
TEN ENT -  as tenants by                                  Under Uniform Gifts to
           the entireties                                 Minor Act
JT TEN -   as joint tenants
           with right of
           survivorship and                                -------------------
           not as tenants in                                      (State)
           Common

Additional abbreviations may also be used though not in the above list.

                                   ----------

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
--------------------------------------------------------------------------------

(Please insert Social Security
or other identifying
number of Assignee)

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

(Please print or typewrite name and address including postal zip code of
Assignee)

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

the within Note of CIT GROUP FUNDING COMPANY OF CANADA and does hereby
irrevocably constitute and appoint

--------------------------------------------- attorney to transfer the said Note
on the books of the Corporation, with full power of substitution in the
premises.

Dated:
      ----------------------                       -----------------------------

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


<PAGE>

                                                                     Exhibit A-2

                        Form of Floating Rate Global Note

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation (the "Depositary"), to the
Corporation (as defined below) or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or such other name as requested by an authorized representative of
the Depositary (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of the Depositary), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

                          FLOATING RATE SENIOR NOTE DUE

                       CIT GROUP FUNDING COMPANY OF CANADA

No. R-                                           CUSIP No.

PRINCIPAL AMOUNT:  U.S. $

SPECIFIED CURRENCY:

ORIGINAL ISSUE DATE:

MATURITY DATE:

INTEREST RATE BASIS:

SPREAD:

INITIAL INTEREST RATE:

INDEX MATURITY:

INTEREST RATE CALCULATION:

CALCULATION AGENT:  The Bank of New York

INTEREST PAYMENT DATES: Interest will be paid quarterly on , , , and of each
year and on the Maturity Date, commencing on , provided that if any such day
(other than the Maturity Date) is not a Business Day, then the Interest Payment
Date will be postponed to the following day that is a Business Day, except that
if such Business Day falls in the next succeeding calendar month, such Interest
Payment Date will be the immediately preceding Business Day.

INTEREST RESET DATES: Quarterly on , , , and of each year, commencing on ,
provided that if any such day would otherwise fall on a day that is not a
Business Day, then the


<PAGE>

Interest Reset Date will be the next succeeding Business Day, except that if
such Business Day is in the next succeeding calendar month, such Interest Reset
Date will be the immediately preceding Business Day.

INTEREST DETERMINATION DATES:

CIT GROUP FUNDING COMPANY OF CANADA, an unlimited company organized under the
laws of the Province of Nova Scotia, Canada (herein called the "Corporation"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
at the office or agency of the Corporation in the Borough of Manhattan, The City
of New York, the principal sum set forth above, on the maturity date shown
above, or if such date is not a Business Day (as defined below), the next
succeeding Business Day (the "Maturity Date"), in such coin, currency or
currency unit specified above as at the time of payment shall be legal tender
for the payment of public and private debts, and to pay interest quarterly, on
the Interest Payment Dates specified above, commencing with the first Interest
Payment Date specified above, and on the Maturity Date, on said principal sum at
said office or agency, in like coin, currency or currency unit, at a rate per
annum equal to the Initial Interest Rate specified above until the first
Interest Reset Date specified above following the Original Issue Date specified
above and thereafter at a rate per annum determined in accordance with the
provisions set forth below under the heading "Determination of Interest Rate Per
Annum for the LIBOR Notes"; provided, however, that if any Interest Payment Date
specified above, other than an Interest Payment Date occurring on the Maturity
Date, would otherwise fall on a day that is not a Business Day, such Interest
Payment Date will be the next succeeding Business Day, except that if such
Business Day is in the next succeeding calendar month, such Interest Payment
Date will be the immediately preceding Business Day. Interest on this Note shall
accrue from and including the last Interest Payment Date to which interest has
been paid (or from and including the Original Issue Date, if no interest has
been paid with respect to this Note) to, but excluding, the applicable Interest
Payment Date, or the Maturity Date, as the case may be; provided, further, that
if the Maturity Date would otherwise fall on a day that is not a Business Day,
then interest on this Note will be paid on the next succeeding Business Day, and
no interest on such payment will accrue for the period from and after the
Maturity Date; provided, further, that if the Corporation shall default in the
payment of interest due on any Interest Payment Date, then interest on this Note
shall accrue from and including the last Interest Payment Date to which interest
has been paid (or from and including the Original Issue Date, if no interest has
been paid with respect to this Note) to, but excluding, the applicable Interest
Payment Date, or the Maturity Date, as the case may be. Subject to certain
exceptions provided in the Indenture referred to below, the interest so payable
on any Interest Payment Date will be paid to the person in whose name this Note
is registered at the close of business on the Record Date next preceding such
Interest Payment Date and interest payable at maturity (other than on a day that
would otherwise be an Interest Payment Date) will be paid to the person to whom
said principal sum is payable.

      "Record Date" means the fifteenth calendar day immediately preceding each
Interest Payment Date.

      "Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation


<PAGE>

(including any executive order) to close in The City of New York, and a day that
is also a London Business Day.

      "London Business Day" means any day on which dealings in deposits in U.S.
Dollars are transacted in the London interbank market.

      Payment of interest on this Note due on any Interest Payment Date will be
paid in U.S. Dollars at the office or agency of the Corporation maintained for
such purposes in the Borough of Manhattan, City of New York, or by mailing a
check to the address of the person entitled thereto as such address shall appear
in the Security Register or by transfer to an account maintained by the payee
with a bank located in the United States. Payment of the principal of, premium,
if any, and interest, if any, on this Note due to the holder hereof at maturity
will be made in U.S. dollars, in immediately available funds, upon presentation
of this Note at the office or agency of the Corporation maintained for that
purpose in the Borough of Manhattan, The City of New York.

      Subject to applicable laws and regulations, a Holder of $1,000,000 (or the
equivalent in other currencies or currency units) or more in aggregate principal
amount of the Notes may, by delivery of a written request to the Paying Agent
under the Indenture, elect to have all payments to such holder made by wire
transfer of immediately available funds to a designated account maintained in
the United States; provided, that such payments to be made on the Maturity Date
will be made only after surrender of the Note or Notes at the office or agency
of the Corporation maintained for that purpose in the Borough of Manhattan, The
City of New York not later than one Business Day prior to the Maturity Date.
Such request may be in writing (mailed or hand delivered) or by cable, telex or
other form of facsimile transmission and must be delivered not later than the
close of business on the Record Date immediately preceding an Interest Payment
Date or the fifteenth day prior to the Maturity Date. Any such election will
remain in effect until revoked by written notice to the Paying Agent, but
written notice of any such revocation must be received by the Paying Agent not
later than the Record Date immediately preceding the applicable Interest Payment
Date or the fifteenth day preceding the Maturity Date.

      This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Corporation (hereinafter called the
"Securities") all issued or to be issued under and pursuant to an Indenture
dated as of October    , 2006 (hereinafter called the "Indenture"), duly
executed and delivered by the Corporation, CIT Group Inc., as guarantor
(hereinafter called the "Guarantor") and The Bank of New York, as trustee
(hereinafter called the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
duties and immunities thereunder of the Trustee and the rights thereunder of the
holders of the Securities. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (the "TIA"), as in effect on the date of the Indenture.
The Notes are subject to, and qualified by, all such terms, certain of which are
summarized hereon, and Holders are referred to the Indenture and the TIA for a
statement of such terms. As provided in the Indenture, the Securities may be
issued in one or more separate series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different redemption
provisions, if any, may be subject to different sinking, purchase or analogous
funds, if any, may be subject to different covenants and events of default,


<PAGE>

and may otherwise vary as in the Indenture provided or permitted. This Note is
one of a series of the Securities, which series is limited (except as provided
in the Indenture) to an aggregate principal amount of    , designated as the
Floating Rate Senior Notes due       (the "Notes").

      The Interest Rate determined with respect to any Interest Determination
Date (as defined herein) for this Note will become effective on and as of the
next succeeding Interest Reset Date (as defined herein); provided, however, that
the Interest Rate in effect with respect to this Note from the Original Issue
Date specified above to the first Interest Reset Date will be the "Initial
Interest Rate" set forth above and the Interest Rate in effect for each day
following any Interest Reset Date to but excluding the next Interest Payment
Date will be the rate in effect until the next succeeding Interest Reset Date.
Subject to applicable provisions of law and except as specified herein, on each
Interest Reset Date, the rate of interest on this Note shall be the rate
determined on the Interest Determination Date pertaining to such Interest Reset
Date in accordance with the provisions of the applicable heading below.

      Subject to applicable provisions of law and except as specified herein,
the Interest Rate determined with respect to any Interest Determination Date for
this Note will be determined by the Calculation Agent in accordance with the
provisions below.

      Determination of Interest Rate Per Annum for the LIBOR Notes. The Interest
Rate will be equal to the then applicable LIBOR Telerate, as adjusted as
specified above under "Interest Rate Calculation."

      "LIBOR Telerate" means, with respect to any Interest Determination Date,
the rate for deposits in U.S. dollars having the Index Maturity specified above
which appears on the Telerate Page 3750 (as defined below) as of 11:00 a.m.,
London time, on such Interest Determination Date; provided, that if on any
Interest Determination Date the rate for deposits in U.S. dollars having the
Index Maturity specified above does not appear on the Telerate Page 3750, LIBOR
Telerate will be determined on the basis of the rates at which deposits in U.S.
dollars are offered by four major banks in the London interbank market selected
by the Calculation Agent at approximately 11:00 a.m., London time, on such
Interest Determination Date to prime banks in the London interbank market having
the Index Maturity specified above and in a principal amount equal to an amount
that is representative for a single transaction in such market at such time. The
Calculation Agent will request the principal London office of each of such banks
to provide a quotation of its rate. If at least two such quotations are
provided, the rate in respect of such Interest Determination Date will be the
arithmetic mean of the quotations. If fewer than two quotations are provided,
LIBOR Telerate in respect of such Interest Determination Date will be the
arithmetic mean of the rates quoted by three major banks in The City of New
York, selected by the Calculation Agent, at approximately 3:00 p.m., New York
City time, on such Interest Determination Date for loans in U.S. dollars to
leading European banks, having the Index Maturity specified above and in a
principal amount equal to an amount that is representative for a single
transaction in such market at such time; provided, however, that if one or more
of the banks selected as aforesaid by the Calculation Agent are not quoting as
described in this sentence, the Interest Rate will be the Interest Rate in
effect on such Interest Determination Date.


<PAGE>

      "Telerate Page 3750" means the display page designated as page 3750 on the
Moneyline Telerate service (or any successor service, or such other page as may
replace page 3750 on that service or any successor service for the purpose of
displaying London interbank offered rates).

      The Calculation Agent shall calculate the Interest Rate hereon in
accordance with the foregoing on or before each Interest Reset Date.

      The Interest Rate on this Note will in no event be higher than the maximum
rate permitted by New York law as the same may be modified by United States law
of general application. The Interest Rate on this Note will in no event be lower
than 0.00%.

      At the request of the holder hereof, the Calculation Agent will provide to
such holder the Interest Rate then in effect for this Note, if available, and,
if different, the Interest Rate to be in effect as a result of a determination
made on the most recent Interest Determination Date with respect to this Note.

      Interest payments hereon will include the amount of interest accrued from
and including the most recent Interest Payment Date to which interest has been
paid (or from and including the Original Issue Date, if no interest has been
paid with respect to this Note) to, but excluding, the applicable Interest
Payment Date, or the Maturity Date, as the case may be.

      Accrued interest shall be computed by adding the Interest Factors (as
defined below) calculated for each day from the Original Issue Date or from the
last date to which interest has been paid or duly provided for up to but not
including the day for which accrued interest is being calculated. The "Interest
Factor" for each such day shall be computed by multiplying the face amount of
the Note by the Interest Rate applicable to such day and dividing the product
thereof by 360.

      Unless otherwise specified herein, all percentages resulting from any
calculation of the rate of interest on this Note (including the calculation of
the Interest Factor as described above) will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five one-millionths
of a percentage point rounded upward (e.g., 9.876545% (or .09876545) will be
rounded upward to 9.87655% (or .0987655)), and all U.S. dollar amounts used in
or resulting from such calculation being rounded to the nearest cent (with
one-half cent being rounded upward).

      In case an event of default, as defined in the Indenture, with respect to
this Note shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture. If an
event of default, as specified in clause (7) or (8) of Section 5.1 of the
Indenture occurs, all unpaid principal of and accrued interest (including any
Additional Amounts), if any, shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
holder of this Note.

      The Indenture contains provisions permitting the Corporation, the
Guarantor and the Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of each series of Securities affected
thereby, at the time outstanding, evidenced as in the


<PAGE>

Indenture provided, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any indenture supplemental thereto or modifying in any manner the rights
of the holders of this Note; provided, however, that no such supplemental
indenture shall (i) change the Stated Maturity of the principal of, or any
premium or installment of interest on, any Security, or reduce the principal
amount thereof or the rate (or modify the calculation of such rate) of interest
thereon, or any premium payable upon the redemption thereof or otherwise, or
reduce the amount of the principal of an Original Issue Discount Security that
would be due and payable upon a declaration of acceleration of the Maturity
thereof or the amount thereof provable in bankruptcy, change the redemption
provisions or adversely affect the right of repayment at the option of any
Holder, or change the Place of Payment, Currency in which the principal of, any
premium or interest on, any Security 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
or, in the case of repayment at the option of the Holder, on or after the date
for repayment), (ii) reduce the percentage in principal amount of the
Outstanding Securities of any series, 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 the Indenture or
certain defaults thereunder and their consequences) provided for in the
Indenture, or reduce the requirements for quorum or voting, (iii) modify any of
the provisions of Section 9.2, Section 5.13 or Section 10.6 of the Indenture,
except to increase any such percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby, or (iv) make any
change that adversely affects the right to convert or exchange any Security into
or for securities of the Corporation or other securities (whether or not issued
by the Corporation), cash or property in accordance with its terms. The
Indenture also contains provisions permitting the holders of a majority in
aggregate principal amount of the Securities of any series at the time
outstanding, on behalf of the holders of all the Securities of such series, to
waive, insofar as that series is concerned, compliance by the Corporation with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent by the holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such holder and upon all future holders and owners of this Note and any
Notes which may be issued upon the registration of transfer hereof or in
exchange or substitution herefor, irrespective of whether or not any notation
thereof is made upon this Note or other such Notes.

      This Note will not be redeemable prior to maturity, is not entitled to any
sinking fund and will not be repayable at the option of the Holder.

      The Notes are in registered form without coupons in denominations of
$2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture. Upon
due presentment for registration of transfer of this Note at the office or
agency of the Corporation in the Borough of Manhattan, The City of New York, a
new Note or Notes in authorized denominations in Dollars for an equal aggregate
principal amount and like interest rate and maturity will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture, without charge except for any stamp tax or other governmental charge
imposed in connection therewith.

<PAGE>

      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Corporation, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the places, at the respective times, at the rate and in
the currency herein prescribed.

      The Corporation, the Guarantor, the Trustee, and any paying agent may deem
and treat the registered holder hereof as the absolute owner of this Note at his
address as it appears on the register books of the Corporation as kept by the
Trustee or duly authorized agent of the Corporation (whether or not this Note
shall be overdue), for the purpose of receiving payment of or on account hereof
and for all other purposes, and neither the Corporation nor the Guarantor nor
the Trustee nor any paying agent shall be affected by any notice to the
contrary. All payments made to or upon the order of such registered holder
shall, to the extent of the sum or sums paid, effectively satisfy and discharge
liability for moneys payable on this Note.

      No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or any indenture supplemental thereto or in any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future shareholder, officer or
director, as such, of the Corporation or the Guarantor, either directly or
through the Corporation or the Guarantor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or penalty or
otherwise, all such personal liability of every such incorporator, shareholder,
officer and director, as such, being expressly waived and released by the
acceptance hereof and as a condition of and as part of the consideration for the
issuance of this Note.

      Unless otherwise defined herein, terms used herein which are defined in
the Indenture shall have the respective meanings assigned thereto in the
Indenture. To the extent that provisions contained in this Note are inconsistent
with the provisions set forth in the Indenture, the provisions contained herein
will apply.

      This Note shall be governed by and construed in accordance with the laws
of the State of New York.

      This Note shall not be valid or become obligatory for any purpose until
the Trustee's Certificate of Authentication hereon shall have been signed by an
authorized officer of the Trustee or its duly authorized agent under the
Indenture referred to above.


<PAGE>

            IN WITNESS WHEREOF, CIT GROUP FUNDING COMPANY OF CANADA has caused
this instrument to be signed by its duly authorized officers, and has caused its
corporate seal, or a facsimile thereof, to be affixed hereto or imprinted
hereon.

Dated:

                                                    CIT GROUP FUNDING COMPANY OF
                                                    CANADA

[CORPORATE SEAL]

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

Attest:
       ----------------------------
Name:
Title:

TRUSTEE'S CERTIFICATE OF
   AUTHENTICATION

Dated:

This Note is one of a series of Securities described
in the Indenture referred to above.

THE BANK OF NEW YORK,
   as Trustee

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


<PAGE>

                                  ABBREVIATIONS

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

TEN COM -  as tenants                    UNIF GIFT MIN ACT - . . . Custodian . .
           in common                    (Cust)  (Minor)
TEN ENT -  as tenants by                 Under Uniform Gifts to
           the entireties                Minors Act
JT TEN  -  as joint tenants
           with right of
           survivorship and
           not as tenants in
           common
                                                       -------------------------
                                                                (State)

Additional abbreviations may also be used though not in the above list.

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

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
--------------------------------------------------------------------------------

(Please insert Social Security
or other identifying
number of Assignee)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(Please print or typewrite name and address including postal zip code of
Assignee)
--------------------------------------------------------------------------------

the within Note of CIT GROUP FUNDING COMPANY OF CANADA and does hereby
irrevocably constitute and appoint                      attorney to transfer
                                  ---------------------
the said Note on the books of the Corporation, with full power of substitution
in the premises.

Dated:
       ----------------------  ----------------------

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


<PAGE>

                                                                     Exhibit A-3

                          Form of Notation of Guarantee

      For value received, CIT Group Inc. (the "Guarantor") fully,
unconditionally and irrevocably guarantees, to the extent set forth in and
subject to the provisions in the Indenture, dated as of October , 2006 (the
"Indenture"), among the Guarantor, CIT Group Funding Company of Canada (the
"Company") and The Bank of New York, as trustee (the "Trustee"), to the Holder
of the Note on which this Guarantee is notated and to the Trustee that:

            (a) the principal amount of, premium, if any, and interest and
      Additional Amounts, if any, on such Note will be promptly paid in full,
      when due, whether at Stated Maturity, by acceleration, redemption or
      otherwise, and interest due on overdue amounts on this Note, to the extent
      lawful, and all other obligations of the Company to the Holder of this
      Note or the Trustee thereunder or under the Indenture will be promptly
      paid or performed in full, all in accordance with the terms thereof; and

            (b) in case of any extension of time of payment or renewal of such
      Note or any of such other obligations, the same will be promptly paid in
      full when due or performed in accordance with the terms of the extension
      or renewal, whether at Stated Maturity, by acceleration or otherwise.

      The obligation of the Guarantor to the Holder of such Note and to the
Trustee pursuant to this Guarantee and the Indenture is expressly set forth in
Article 9 of the Indenture, which provisions are hereby incorporated in this
Guarantee by reference as if set forth herein in full.

      Unless otherwise defined, capitalized terms used in this Guarantee shall
have the meanings assigned to them in the Indenture.

      IN WITNESS HEREOF, the Guarantor has caused this Guarantee to be signed by
its duly authorized officer.

                                               CIT GROUP INC.

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