<PAGE>

                                                                     Exhibit 4.2



                     TEXTRON FINANCIAL CANADA FUNDING CORP.,

                                     ISSUER,

                         TEXTRON FINANCIAL CORPORATION,

                                   GUARANTOR,

                                       AND

                                 SUNTRUST BANK,

                                     TRUSTEE

                                    INDENTURE

                         Dated as of ____________, 2001
<PAGE>
                     TEXTRON FINANCIAL CANADA FUNDING CORP.

                                 (THE "ISSUER")

                          TEXTRON FINANCIAL CORPORATION

                                (THE "GUARANTOR")

                                       AND

                         SUNTRUST BANK, (THE "TRUSTEE")



                                    INDENTURE

                           Dated as of__________, 2001



         Reference is made to the following provisions of the Trust Indenture
Act of 1939, as amended, which establish certain duties and responsibilities of
the Issuer and the Trustee which are not set forth in this Indenture:

<TABLE>
<CAPTION>
Section                        Subject               Section                           Subject
-------                        -------               -------                           -------
<S>               <C>                                <C>                <C>
310(b)            Disqualification of Trustee for    315(b)             Notice of default from Trustee to
                  conflicting interest                                  Securityholders

311               Preferential collection of         315(c)             Duties of Trustee in case of default
                  claims of Trustee as creditor of
                  the Issuer

312(a)            Periodic filing of information     315(d)             Provisions relating to
                  by the Issuer with Trustee                            responsibility of Trustee
312(b)            Access of Securityholders to       315(e)             Assessment of costs against
                  information                                           litigating Securityholders in
                                                                        certain circumstances
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Section                        Subject               Section                           Subject
-------                        -------               -------                           -------
<S>               <C>                                <C>                <C>

313(a)            Annual report of Trustee to        316(a)             Directions and waivers by
                  Securityholders                                       Securityholders in certain
                                                                        circumstances

313(b)            Additional reports of Trustee to   316(b)             Prohibition of impairment of right
                  Securityholders                                       of Securityholders to payment
314(a)            Reports by the Issuer, including   316(c)             Right of the Issuer to set record
                  annual compliance certificate                         date for certain purposes
314(c)            Evidence of compliance with        317(a)             Special powers of Trustee
                  conditions precedent
315(a)            Duties of Trustee prior to         318(a)             Provisions of Act to control in case
                  default                                               of conflict
</TABLE>



                                      -2-
<PAGE>
<TABLE>
<S>                                                                                                              <C>
ARTICLE ONE.......................................................................................................1
  DEFINITIONS.....................................................................................................1
  SECTION 1.1  Certain Terms Defined..............................................................................1

ARTICLE TWO.......................................................................................................7
  SECURITIES......................................................................................................7
  SECTION 2.1  Forms Generally....................................................................................7
  SECTION 2.2  Form of Face of Security...........................................................................8
  SECTION 2.3  Form of Reverse of Security.......................................................................11
  SECTION 2.4  Form of Trustee's Certificate of Authentication...................................................16
  SECTION 2.5  Amount Unlimited; Issuable in Series..............................................................16
  SECTION 2.6  Authentication and Delivery of Securities.........................................................19
  SECTION 2.7  Execution of Securities...........................................................................20
  SECTION 2.8  Certificate of Authentication.....................................................................20
  SECTION 2.9  Denomination and Date of Securities; Payments of Interest.........................................21
  SECTION 2.10  Registration, Transfer and Exchange; Certain Transfers and Exchanges.............................21
  SECTION 2.11  Mutilated, Defaced, Destroyed, Lost and Stolen Securities........................................23
  SECTION 2.12  Cancellation of Securities Paid, etc.............................................................24
  SECTION 2.13  Temporary Securities.............................................................................24
  SECTION 2.14  Global Securities................................................................................25
  SECTION 2.15  Form of Guarantee................................................................................27

ARTICLE THREE....................................................................................................28
  COVENANTS OF THE ISSUER AND THE GUARANTOR......................................................................28
  SECTION 3.1  Payment of Principal and Interest.................................................................28
  SECTION 3.2  Offices for Payments, etc.........................................................................29
  SECTION 3.3  Paying Agents.....................................................................................29
  SECTION 3.4  Limitation on Liens...............................................................................30
  SECTION 3.5  Statement as to Compliance........................................................................32
  SECTION 3.6  Existence.........................................................................................33
  SECTION 3.7  Payment of Additional Amounts.....................................................................33

ARTICLE FOUR.....................................................................................................34
  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT................................................34
  SECTION 4.1  Events of Default.................................................................................34
  SECTION 4.2  Payment of Securities on Default; Suit Therefor...................................................37
  SECTION 4.3  Application of Moneys Collected by Trustee........................................................39
  SECTION 4.4  Proceedings by Trustee............................................................................40
  SECTION 4.5  Restoration of Rights on Abandonment of Proceedings...............................................40
  SECTION 4.6  Proceedings by Securityholders....................................................................40
  SECTION 4.7  Remedies Cumulative and Continuing................................................................41
  SECTION 4.8  Control by Securityholders........................................................................41
  SECTION 4.9  Waiver of Past Defaults...........................................................................41

ARTICLE FIVE.....................................................................................................42
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                                              <C>
  CONCERNING THE TRUSTEE.........................................................................................42
  SECTION 5.1  Reliance on Documents, Opinions, etc.; No Requirement for Expenditure of Own Funds................42
  SECTION 5.2  No Responsibility for Recitals, etc...............................................................44
  SECTION 5.3  Trustee and Agents May Hold Securities............................................................44
  SECTION 5.4  Moneys to be Held in Trust........................................................................44
  SECTION 5.5  Compensation and Expenses of Trustee..............................................................45
  SECTION 5.6  Right of Trustee to Rely on Officers' Certificate, etc............................................45
  SECTION 5.7  Eligibility of Trustee............................................................................45
  SECTION 5.8  Resignation or Removal of Trustee; Appointment of Successor Trustee...............................45
  SECTION 5.9  Acceptance of Appointment by Successor Trustee....................................................47
  SECTION 5.10  Merger, Conversion, Consolidation or Succession to Business of Trustee...........................48
  SECTION 5.11  Reports by Trustee to Securityholders............................................................48
  SECTION 5.12  Compliance with Backup Withholding and Information Reporting.....................................48

ARTICLE SIX......................................................................................................48
  CONCERNING THE SECURITYHOLDERS.................................................................................48
  SECTION 6.1  Action by Securityholders.........................................................................48
  SECTION 6.2  Proof of Execution by Securityholders.............................................................50
  SECTION 6.3  Holders to be Treated as Owners...................................................................50
  SECTION 6.4  Securities Owned by Issuer or Guarantor Deemed Not Outstanding....................................50
  SECTION 6.5  Right of Revocation of Action Taken...............................................................51
  SECTION 6.6  Securityholders' Meetings; Purposes...............................................................51
  SECTION 6.7  Call of Meetings by Trustee.......................................................................52
  SECTION 6.8  Call of Meetings by Issuer, the Guarantor or Securityholders......................................52
  SECTION 6.9  Qualifications for Voting.........................................................................52
  SECTION 6.10  Quorum; Adjourned Meetings.......................................................................52
  SECTION 6.11  Regulations......................................................................................53
  SECTION 6.12  Voting...........................................................................................53
  SECTION 6.13  No Delay of Rights by Meeting....................................................................54
  SECTION 6.14  Written Consent in Lieu of Meeting...............................................................54

ARTICLE SEVEN....................................................................................................54
  SUPPLEMENTAL INDENTURES........................................................................................54
  SECTION 7.1  Supplemental Indentures Without Consent of Securityholders........................................54
  SECTION 7.2  Supplemental Indentures With Consent of Securityholders...........................................56
  SECTION 7.3  Effect of Supplemental Indenture..................................................................57
  SECTION 7.4  Certain Documents to be Given to Trustee..........................................................57
  SECTION 7.5  Notation on Securities............................................................................57

ARTICLE EIGHT....................................................................................................58
  CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE..............................................................58
  SECTION 8.1  Issuer, Guarantor May Consolidate, etc., on Certain Terms.........................................58
  SECTION 8.2  Successor Person to be Substituted................................................................59
  SECTION 8.3  Opinion of Counsel and Officers' Certificate to be Given to Trustee...............................59

ARTICLE NINE.....................................................................................................59
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<S>                                                                                                              <C>
  SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS......................................................59
  SECTION 9.1  Satisfaction and Discharge of Indenture...........................................................60
  SECTION 9.2  Application by Trustee of Funds Deposited for Payment of Securities...............................60
  SECTION 9.3  Repayment of Moneys Held by Paying Agent..........................................................61
  SECTION 9.4  Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years.........................61

ARTICLE TEN......................................................................................................61
  REDEMPTION OF SECURITIES AND SINKING FUNDS.....................................................................61
  SECTION 10.1  Applicability of Article.........................................................................61
  SECTION 10.2  Notice of Redemption; Selection of Securities....................................................61
  SECTION 10.3  Payment of Securities Called for Redemption......................................................62
  SECTION 10.4  Exclusion of Certain Securities from Eligibility for Selection for Redemption....................63
  SECTION 10.5  Mandatory and Optional Sinking Funds.............................................................63
  SECTION 10.6  Redemption for Tax Reasons.......................................................................66

ARTICLE ELEVEN...................................................................................................67
  DEFEASANCE AND COVENANT DEFEASANCE.............................................................................67
  SECTION 11.1  Applicability of Article; Issuer's Option to Effect Defeasance or Covenant Defeasance............67
  SECTION 11.2  Defeasance and Discharge.........................................................................67
  SECTION 11.3  Covenant Defeasance..............................................................................67
  SECTION 11.4  Conditions to Defeasance or Covenant Defeasance..................................................68
  SECTION 11.5  Deposited Money and U.S. Government Obligations and Canadian Government
                Obligations to be Held in Trust; Other Miscellaneous Provisions..................................70

ARTICLE TWELVE...................................................................................................71
  MISCELLANEOUS PROVISIONS.......................................................................................71
  SECTION 12.1  Incorporators, Stockholders, Officers and Directors of Issuer and
                Guarantor Exempt from Individual Liability.......................................................71
  SECTION 12.2  Provisions of Indenture for the Sole Benefit of Parties and Securityholders......................71
  SECTION 12.3  Successors and Assigns of Issuer and Guarantor Bound by Indenture................................71
  SECTION 12.4  Notices and Demands on Issuer, Guarantor, Trustee and Securityholders............................71
  SECTION 12.5  Officers' Certificates and Opinions of Counsel; Statements to be Contained Therein...............72
  SECTION 12.6  Official Acts by Successor Entity................................................................73
  SECTION 12.7  Payments Due on Saturdays, Sundays and Legal Holidays............................................73
  SECTION 12.8  New York Law to Govern...........................................................................73
  SECTION 12.9  Counterparts.....................................................................................73
  SECTION 12.10  Effect of Headings..............................................................................73
  SECTION 12.11  Conflict with Trust Indenture Act...............................................................73
  SECTION 12.12  Severability....................................................................................74
  SECTION 12.13  Judgment Currency...............................................................................74
  SECTION 12.14  Submission to Jurisdiction......................................................................74

ARTICLE THIRTEEN.................................................................................................75
</TABLE>


                                     -iii-
<PAGE>
<TABLE>
<S>                                                                                                              <C>
  GUARANTEE OF SECURITIES........................................................................................75
  SECTION 13.1  Guarantee........................................................................................75
  SECTION 13.2  Execution of Guarantee...........................................................................76
  SECTION 13.3  Guarantor Additional Amounts.....................................................................77
</TABLE>



                                      -iv-
<PAGE>
         THIS INDENTURE, dated as of ____________, 2001, among Textron Financial
Canada Funding Corp., an unlimited liability corporation duly organized under
the laws of the Province of Nova Scotia (the "Issuer"), having its registered
office at Suite 800, 1959 Upper Water Street, P.O. Box 997, Halifax, Nova
Scotia, Canada B3J ZXZ, Textron Financial Corporation, a Delaware corporation
(the "Guarantor") having its principal office at 40 Westminster Street,
Providence, Rhode Island 02940-6687, and SunTrust Bank, a state banking
corporation existing under the laws of the State of Georgia (the "Trustee").

                               W I T N E S S E T H

         WHEREAS, the Issuer has duly authorized the execution and delivery of
this Indenture for the issuance from time to time of its unsecured bonds,
debentures, notes and other evidences of indebtedness to be issued in one or
more series (the "Securities"), up to such principal amount or amounts and
denominated in United States or Canadian dollars or foreign currency or units or
composites of two or more thereof as may from time to time be authorized in
accordance with the terms of this Indenture and to provide, among other things,
for the authentication, delivery and administration thereof;

         WHEREAS, for value received, the Guarantor has duly authorized the
execution and delivery of this Indenture to provide for the Guarantee of the
Securities provided herein; and

         WHEREAS, all things necessary to make this Indenture, when executed and
delivered by the parties hereto, a valid indenture and agreement according to
its terms, have been done;

         NOW, THEREFORE:

         In consideration of the premises and the purchases of the Securities by
the holders thereof, the Issuer, the Guarantor and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the respective holders from
time to time of the Securities as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

         SECTION 1.1 CERTAIN TERMS DEFINED. The following terms (except as
herein otherwise expressly provided or unless the context otherwise clearly
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section. All other
terms used in this Indenture that are defined in the Trust Indenture Act of
1939, as amended to the date of this Indenture as originally executed, or the
definitions of which in the Securities Act of 1933, as amended to the date of
this Indenture as originally executed, are referred to in the Trust Indenture
Act of 1939 (except as herein otherwise expressly provided or unless the context
otherwise clearly requires), shall have the meanings assigned to such terms in
said Trust Indenture Act and in said Securities Act as in force at the date of
this Indenture. The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture, as it may be amended from time to time,
as a whole and not to any particular Article, Section or other subdivision. The
terms defined in this
<PAGE>
Article have the meanings assigned to them in this Article and include the
plural as well as the singular.

         "Additional Amounts" has the meaning set forth in Section 3.7.

         "Board of Directors" means either the Board of Directors of the Issuer
or the Guarantor, as applicable or any committee of such Board of Directors duly
authorized to act hereunder.

         "Business Day" means, except as otherwise provided pursuant to Section
2.5 for Securities of any series, any day that is not a Saturday or Sunday and
that is not a day on which banking institutions are generally authorized or
obligated by law to close in The City of New York, the City of Toronto or the
city in which the Corporate Trust Office is located.

         "Canadian Government Obligations" has the meaning set forth in Section
11.4.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act of 1939, then the body performing such duties on such date.

         "Consolidated Net Tangible Assets" means, as of any particular time,
the aggregate amount of assets after deducting therefrom (a) all current
liabilities (excluding any such liability that by its terms is extendable or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed) and (b) all
goodwill, excess of cost over assets acquired, patents, copyrights, trademarks,
trade names and other like intangibles, all as shown in Guarantor's and its
Subsidiaries' most recent consolidated financial statements prepared in
accordance with generally accepted accounting principles.

         "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at Corporate Trust Division, 25 Park Place, 24th
Floor, Atlanta, Georgia 30303-2900.

         "covenant defeasance" and "defeasance" have the meanings assigned to
such terms, respectively, by Sections 11.3 and 11.2.

         "Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting principles, (v) any obligation of
others of a type described in the preceding clauses (i), (ii), (iii) or (iv)
secured by a Lien on any asset of such Person, whether or not such obligation is
assumed by such Person, and (vi) all obligations of others of a type described
in the preceding clauses (i), (ii), (iii) or (iv) guaranteed by such


                                      -2-
<PAGE>
Person; provided that "Debt" of the Guarantor or a Subsidiary shall not be
deemed to include Non-recourse Debt.

         "Depositary" means, with respect to the Securities of any series or
tranche issuable or issued in the form of one or more Global Securities, the
person designated as Depositary for such Global Securities by the Issuer
pursuant to Section 2.5 until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Depositary" shall mean or include each person who is then a Depositary for such
Global Securities, and if at any time there is more than one person designated
as Depositary for Global Securities of a particular series or tranche,
"Depositary", as used with respect to the Securities of such series or tranche,
means the Depositary with respect to the particular Global Security or
Securities.

         "Event of Default" means any event or condition specified as such in
Section 4.1.

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

         "Global Security" means a Security evidencing all or a part of a series
or tranche of Securities, issued to the Depositary for such series or tranche,
as the case may be, in accordance with Section 2.5 and bearing the legend
prescribed in Section 2.14.

         "Guarantee" means the unconditional guarantee by the Guarantor of any
Security of any series authenticated and delivered pursuant to this Indenture
endorsed on such Security.

         "Guarantor" means Textron Financial Corporation, a Delaware
corporation, until any successor Person shall have become such pursuant to
Article Eight and thereafter "Guarantor" shall mean such successor Person except
as otherwise provided in Section 8.2.

         "holder" "holder of Securities", "Securityholder" or other similar
terms mean the registered holder of any Security.

         "Indenture" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended and/or
supplemented from time to time, and shall include (i) for all purposes of this
instrument and any supplemental indenture, the provisions of the Trust Indenture
Act of 1939 that are deemed to be a part of and govern this instrument and any
such supplemental indenture, respectively, and (ii) the forms and terms of
particular series of Securities established as contemplated hereunder.

         "interest" means, when used with respect to a non-interest bearing
Security, interest payable after the principal thereof has become due and
payable whether at maturity, by declaration of acceleration, by call for
redemption, pursuant to a sinking fund or otherwise.

         "Issuer" means Textron Financial Canada Funding Corp., a Nova Scotia
unlimited liability corporation, until any successor Person shall have become
such pursuant to Article Eight and thereafter "Issuer" shall mean such successor
except as otherwise provided in Section 8.2.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest, hypothecation or encumbrance of any kind in respect
of such asset, provided that, "Lien" shall not mean security interests under
Article 9 of the Uniform Commercial Code, or any


                                      -3-
<PAGE>
successor to such Article, or under the Personal Property Security Act (Ontario)
and its equivalent in other provinces, or any successor to such legislation, in
respect of sales of accounts or chattel paper. For the purposes of the
Securities, the Guarantor or any Subsidiary shall be deemed to own subject to a
Lien any asset which it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement relating to such asset.

         "mandatory sinking fund payments" has the meaning set forth in Section
10.5.

         "Market Exchange Rate" has the meaning set forth in Section 6.1.

         "Moody's," shall mean Moody's Investors Service, Inc. or any successor
thereto.

         "New York Location" means the location in the Borough of Manhattan, The
City of New York, State of New York, at which at any particular time the Trustee
receives and redelivers securities, which location at the date of execution of
this Indenture is SunTrust Bank, [ ], or such other location as the Issuer shall
specify in connection with any issuance of Securities.

         "Non-recourse Debt" of the Guarantor or any Subsidiary means any
obligations for borrowed money of the Guarantor or any Subsidiary, respectively,
secured by specific assets which obligations, in accordance with generally
accepted accounting principles, are not reflected in the balance sheet of the
Guarantor or any Subsidiary and are issued pursuant to or evidenced by an
instrument which limits the recourse against the obligor thereunder to such
specific assets, and (in the case of all Non-recourse Debt incurred after the
date of this Indenture), if under applicable law in respect of such obligations,
such assets or such obligor, at the time any such obligation is created, a
holder of such obligation could ever become entitled to recourse against the
obligor pursuant to Section 1111(b) of the Bankruptcy Reform Act of 1978 (11
U.S.C. Section 1111(b), or any successor section thereto) or any other
provisions of any bankruptcy, insolvency or other law of any jurisdiction, such
instrument also contains a provision to the effect that such holder's recourse
claim in respect of such obligation shall be and remain in all respects
subordinate and junior to all Debt evidenced by the Securities of any series and
such holder shall not be entitled to receive any payment, under any condition,
in respect of any obligation, other than the proceeds of such specific assets,
until all Securities of any series shall have been paid in full or funds for
their payment shall have been duly and sufficiently provided.

         "Officers' Certificate" when used with respect to the Issuer or the
Guarantor, means a certificate signed by the chairman of the Board of Directors,
the president or any vice president and by the chief financial officer,
treasurer, controller, the secretary or any assistant secretary of the Issuer or
the Guarantor, respectively, and delivered to the Trustee. Each such certificate
shall include the statements required by the Trust Indenture Act of 1939, or as
provided for in Section 12.5, if and to the extent required hereby.

         "Opinion of Counsel" means an opinion, in writing, signed by legal
counsel who may be an employee of or counsel to the Issuer or the Guarantor, as
the case may be, and who shall be reasonably satisfactory to the Trustee. Each
such opinion shall include the statements


                                      -4-
<PAGE>
required by the Trust Indenture Act of 1939 or as provided for in Section 12.5,
if and to the extent required hereby.

         "optional sinking fund payment" has the meaning set forth in Section
10.5.

         "Original Issue Discount Security" means any Security that provides for
an amount less than the principal amount thereof to be due and payable upon
redemption or a declaration of acceleration of the maturity thereof pursuant to
Section 4.1.

         "Outstanding" (except as otherwise required by the Trust Indenture Act
of 1939), when used with reference to Securities, shall, subject to the
provisions of Section 6.4, mean, as of any particular time, all Securities
theretofore authenticated and delivered by the Trustee under this Indenture,
except:

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

                  (b) Securities, or portions thereof, for which moneys and/or
         U.S. Government Obligations and/or Canadian Government Obligations, as
         applicable, for the payment thereof in the necessary amount shall have
         been theretofore deposited in trust with the Trustee or with any paying
         agent (other than the Issuer or the Guarantor) or shall have been set
         aside, segregated and held in trust by the Issuer or the Guarantor for
         the holders of such Securities (if the Issuer or the Guarantor shall
         act as the Issuer's paying agent); and

                  (c) Securities in lieu of or in substitution for which other
         Securities shall have been authenticated and delivered pursuant to the
         terms of Section 2.11, or which shall have been paid pursuant to
         Section 2.11.

         In determining whether the holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 4.1.

         "Overdue Rate" means, unless otherwise specified in the Securities of
any series, the same rate as the rate of interest specified in the Securities of
such series or, in the case of a series of Original Issue Discount Securities,
the Yield to Maturity of such series of Securities.

         "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         "principal", whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include any premium that may
be payable thereon pursuant to the terms thereof.


                                      -5-
<PAGE>
         "record date" has the meaning set forth in Section 2.9.

         "Register" has the meaning set forth in Section 2.10.

         "Resolution" means a resolution of the Board of Directors of the Issuer
or the Guarantor, as the case may be, including without limitation, any such
resolution by which or pursuant to which any series of Securities and the
Guarantee noted or endorsed thereon is authorized and established pursuant to
Sections 2.1 and 2.5 hereof.

         "Responsible Officer", when used with respect to the Trustee, means any
vice president, the treasurer, any senior trust officer, trust officer, any
assistant trust officer, any assistant treasurer, or any other officer or
assistant officer of the Trustee who in each case is working with the Trustee's
corporate trust department at its Corporate Trust Office, or to whom any
corporate trust matter is referred because of his or her knowledge of, and
familiarity with, the particular subject.

         "S&P" shall mean Standard & Poor's Corporation or any successor
thereto.

         "Security Registrar" has the meaning set forth in Section 2.10.

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

         "Security" or "Securities" (except as otherwise required by the Trust
Indenture Act of 1939) has the meaning stated in the first recital of this
Indenture or means any Security or Securities issued, authenticated and
delivered under this Indenture, as the context may require.

         "Specified Currency" has the meaning set forth in Section 6.1.

         "Subsidiary" of the Issuer or of the Guarantor means any entity of
which at least a majority of the outstanding stock or other ownership interests
having, by the terms thereof, ordinary voting power for the election of
directors, managers or trustees of such entity or other persons performing
similar functions (irrespective of whether or not at the time stock or other
ownership interests of any other class or classes of such entity shall have or
might have voting power by reason of the happening any contingency) is at the
time directly or indirectly owned or controlled by the Issuer or the Guarantor,
as the case may be, or by one or more other Subsidiaries of such Person, or by
the Issuer or the Guarantor, as the case may be, and one or more other
Subsidiaries of such Person.

         "Support Agreement" means the Support Agreement dated as of May 25,
1994 between the Guarantor and Textron.

         "Taxes" has the meaning set forth in Section 3.7.

         "Tax Redemption Date" has the meaning set forth in Section 10.6.

         "Textron" shall mean Textron Inc., a Delaware corporation or any
successor thereto.


                                      -6-
<PAGE>
         "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Five, shall also
include any successor trustee. If, pursuant to the provisions of this Indenture,
there shall be at any time more than one Trustee hereunder, the term "Trustee"
as used with respect to Securities of any series shall mean the Trustee or
Trustees with respect to the Securities of that series.

         "Trust Indenture Act of 1939" (except as otherwise provided in Sections
7.1 and 7.2) means the Trust Indenture Act of 1939, as amended, and in force at
the date as of which this Indenture was originally executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act of 1939" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

         "Uniform Commercial Code" means the New York Uniform Commercial Code as
in effect from time to time.

         "United States alien" has the meaning set forth in Section 3.7.

         "U.S. Government Obligations" has the meaning set forth in Section
11.4.

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

         "Yield to Maturity" means, in the case of any Original Issue Discount
Security, the yield to maturity specified in such Security or in a Resolution
relating thereto.

                                   ARTICLE TWO

                                   SECURITIES

         SECTION 2.1 FORMS GENERALLY. The Securities of each series shall be
substantially in the form set forth in this Article Two, or in such other form
as shall be established by, or in an Officers' Certificate pursuant to, a
Resolution of the Issuer or in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and which may have
imprinted or otherwise reproduced thereon such letters, numbers or other marks
of identification and such legends or endorsements as may be required to comply
with any applicable law, rule or regulation or with the rules of any securities
exchange or as may, consistent with the provisions of this Indenture, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

         If Article Thirteen is to be applicable to Securities of any series,
established as contemplated by Section 2.5, then Securities of each such series
shall bear a Guarantee in substantially the form set forth in Section 13.1. For
any other series of Securities, the Guarantee


                                      -7-
<PAGE>
shall be endorsed on the Securities and shall be substantially in the form
established by or pursuant to Resolutions of the Guarantor or one or more
indentures supplemental hereto. If the form of the Guarantee to be endorsed on
the Securities of any series is established by action taken pursuant to a
Resolution of the Board of Directors of the Guarantor, a copy of such Resolution
certified by the Secretary or Assistant Secretary of the Guarantor shall be
delivered to the Trustee at or prior to the delivery by the Issuer of the
written order contemplated by Section 2.6 hereof for the authentication and
delivery of such Securities. Notwithstanding the foregoing, the Guarantee or the
Guarantees to be endorsed on the Securities of any series may have such
appropriate insertions, omissions, substitutions and other corrections from the
forms thereof referred to above as are required or permitted by this Indenture
and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with the
rules of any securities exchange or as may, consistently herewith, be determined
by the directors or officers delivering the same, in each case as evidenced by
such delivery.

         SECTION 2.2 FORM OF FACE OF SECURITY. [If the Security is an Original
Issue Discount Security, insert any legend required by the Internal Revenue Code
of 1986, as amended and the regulations thereunder.]

No.

                     TEXTRON FINANCIAL CANADA FUNDING CORP.

                         [Insert Designation of Series]

         Textron Financial Canada Funding Corp., an unlimited liability
corporation duly organized and existing under the laws of the Province of Nova
Scotia (herein called the "Issuer"), for value received hereby promises to pay
to__________, or its registered assigns, the principal sum of ________________
on ______________ [if the Security is to bear interest prior to maturity, insert
--, and to pay interest thereon [[insert as applicable -- annually or
semi-annually or quarterly]] on [[insert appropriate interest payment dates]]
(the "Interest Payment Dates") in each year, commencing ___________, [insert --
at the rate of __% per annum or, if applicable, insert the method for
determining the adjustable, floating or other form of variable interest rate
borne by the Securities] until the principal hereof is paid or made available
for payment [if applicable, insert --, and (to the extent that the payment of
such interest shall be legally enforceable) at the rate of _____% per annum on
any overdue principal [if applicable, insert -- and premium, if any,] and on any
overdue installment of interest]. This Security shall bear interest from the
most recent Interest Payment Date to which interest in respect hereof has been
paid or duly provided for, unless no interest has been paid on this Security, in
which case from ___________. Any interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be paid
to the Person in whose name this Security is registered at the close of business
on the_____________ or ________________ (whether or not a Business Day) (the
"Record Date") next preceding such Interest Payment Date; provided, however,
that the first payment of interest on this Security, if originally issued
between a Record Date and the related Interest Payment Date, shall be made on
the second Interest Payment Date following the date of original issuance of this
Security to the Person in whose name this Security is registered on the


                                      -8-
<PAGE>
Record Date relating to such second Interest Payment Date; and provided,
further, that any interest payable at maturity will be paid to the Person to
whom the principal is payable.]

         [If the Security is not to bear interest prior to maturity, insert --
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption, or at
maturity and in such case the overdue principal of this Security shall bear
interest at the rate of ___% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of ___% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

          [If applicable, insert -- All payments in respect of the Securities of
the series of which this Security is a part, including, without limitation,
payments of principal, [if the Security is to bear interest prior to maturity,
insert -- interest, if any,] [if applicable, insert -- and premium, if any,]
shall be made by the Issuer without withholding or deduction for or on account
of any present or future taxes, duties, levies or other governmental charges of
whatever nature in effect on the date of the original issuance of this Security
or imposed or established in the future by or on behalf of the Government of
Canada or of any province or territory thereof or therein or by any authority or
agency thereof or therein having power to tax ("Taxes") unless the Issuer is
required to withhold or deduct Taxes by applicable law or by the interpretation
of administration thereof by the relevant government authority. In the event the
Issuer is so required to deduct or withhold any amount for or on account of
Taxes from any payment on or with respect to the Securities of this series, the
Issuer shall pay such additional amounts ("Additional Amounts") as may be
necessary in order that the net amounts received by each holder or beneficial
owner of this Security after such withholding or deduction in respect of such
Taxes (including Additional Amounts) shall equal the respective amounts of
principal [if the Security is to bear interest prior to maturity, insert --,
interest, if any,] [if applicable, insert -- and premium, if any,] which would
have been received in respect of the Securities of this series in the absence of
such withholding or deduction; provided that no such Additional Amounts will be
payable with respect to (1) any payment to a holder or beneficial owner who is
liable for such Taxes in respect of such Security (a) by reason of such holder
or beneficial owner being a person with whom the Issuer is not dealing at arm's
length for the purposes of the Income Tax Act (Canada) or (b) by reason of the
existence of any present or former connection between such holder or beneficial
owner (or between a fiduciary, settlor, beneficiary, member or shareholder of,
or possessor of a power over, such holder or beneficial owner, if such holder or
beneficial owner is an estate, trust, partnership, limited liability company or
corporation) and Canada or any province or territory thereof or therein or
agency thereof or therein other than the mere holding, use or ownership or
deemed holding, use or ownership, or receiving payments or enforcing any rights
in respect of such Security as a non-resident or deemed non-resident of Canada
or any province or territory thereof or therein or any agency thereof or
therein, (2) any Tax which would not have been so imposed but for the
presentation by the holder of the Security of this series for payment on a date
more than 10 days after the date on which the payment became due and payable or
the date on which payment thereof is duly provided for, whichever occurs later;
(3) any estate, inheritance, gift,


                                      -9-
<PAGE>
sales, transfer, personal property or excise tax or any similar tax, assessment
or governmental charge; (4) any Tax which is payable otherwise than by
withholding from payments in respect of principal of, [if applicable, insert
--any premium,] or any interest on any Security of this series; (5) any Tax
imposed as result of the failure to comply with (a) certification, information,
documentation, reporting or other similar requirements concerning the
nationality, residence, identity or connection with Canada or any province or
territory thereof of the holder or beneficial owner of the Security of this
series, if such compliance is required by statute, or by regulation, as a
precondition to relief or exemption from such Tax or (b) any other
certification, information, documentation, reporting or other similar
requirements under Canadian federal or provincial income tax laws or regulations
that would establish entitlement to otherwise applicable relief or exemption
from such Tax, assessment or other governmental charge; (6) any tax, assessment
or other governmental charge required to be withheld by any paying agent from
any payment of the principal of [if applicable, insert --, any premium] or any
interest on any Security of this series, if the payment can be made without such
withholding by at least one other paying agent; or (7) any combination of items
(1), (2), (3), (4), (5) or (6). Furthermore, no Additional Amounts shall be paid
with respect to any payment on any Security of this series to a holder or
beneficial owner who is a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent that a beneficiary or settlor
with respect to such fiduciary or a member of such partnership or beneficial
owner would not have been entitled to receive the Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the holder of any such
Security of this series.

         Whenever in this Security or in the Indenture there is a reference, in
any context, to the payment of the principal of [if the Security is to bear
interest prior to maturity, insert -- or interest, if any, on], or in respect
of, any Security, such payment shall be deemed to include the payment of
Additional Amounts to the extent that, in such context, Additional Amounts are,
were or would be payable in respect of such payment pursuant to the provisions
hereof or thereof and express mention of the payment of Additional Amounts (if
applicable) in any provision hereof or thereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express
mention is not made.]

         Payment of the principal of, [if applicable, insert -- premium if any,]
and [if applicable, insert--any such] interest on this Security will be made at
the office or agency of the Issuer maintained for that purpose in [insert -- the
places of payment], [insert -- the currency or currencies of payment]; provided,
however, that at the option of the Issuer payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security register; [if applicable, insert -- provided, further,
that a holder of U.S. $10,000,000 or more in aggregate principal amount of
Securities of this series denominated in U.S. dollars or Cdn. $10,000,000 or
more in aggregate principal amount of Securities of this series issued in
Canadian dollars will be entitled to receive interest payments on each Interest
Payment Date by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received in writing by the Trustee not less than
15 calendar days prior to such Interest Payment Date. Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such holder by written notice received by the Trustee at least 15 calendar days
prior to the first Interest Payment Date for which such notice shall be
effective.]


                                      -10-
<PAGE>
         [If applicable, insert -- If any payment date for this Security falls
on a day that is not a Business Day, the required payment of principal and/or
interest, as the case may be, shall be made on the next succeeding Business Day
with the same force and effect as if made on the date such payment was due, and
no interest shall accrue with respect to such payment for the period from and
after such payment date to the date of such payment on the next succeeding
Business Day or insert other applicable provision.]

         [If the Security is an extendible security, insert -- The Securities of
this series are subject to repayment on [insert provisions with respect to
repayment date or dates] at the option of the holders thereof exercisable on or
before the ____________, but not prior to the ____________ preceding such
______, at a repayment price equal to the principal amount thereof to be repaid,
together with interest payable thereon to the repayment date, as described on
the reverse side hereof.]

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place on the face hereof.

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

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed as of the date first written above.

Dated:

                                     TEXTRON FINANCIAL CANADA FUNDING CORP.

                                     By:
                                        ---------------------------------------

                                     Name:
                                          -------------------------------------
                                          Duly Authorized



         SECTION 2.3 FORM OF REVERSE OF SECURITY.

                     TEXTRON FINANCIAL CANADA FUNDING CORP.

         This Security is one of a duly authorized issue of securities of the
Issuer (herein called the "Securities"), issued and to be issued in one or more
series under an indenture, dated as of _____________, 2001, as it may be amended
or supplemented from time to time (herein called the "Indenture"), among the
Issuer, the Guarantor and SunTrust Bank, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Issuer, the Guarantor, the Trustee and the holders of the


                                      -11-
<PAGE>
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert -- limited in aggregate principal amount
to ___]. The separate series of Securities 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 or purchase funds (if any), may be subject to
different repayment provisions (if any), may be subject to different covenants
and Events of Default and may otherwise vary as provided in the Indenture. The
Indenture further provides that the Securities of a single series may be issued
at various times, with different maturity dates, may bear interest, if any, at
different rates, may be subject to different redemption provisions (if any), may
be subject to different sinking or purchase funds (if any) and maybe subject to
different repayment provisions (if any).

         [If applicable, insert -- The Securities of this series may not be
redeemed prior to maturity, except as provided for in the immediately succeeding
paragraph.]

         [If applicable, insert -- If at any time subsequent to the issuance of
the Securities of this series, as a result of any change in, or amendment to,
the laws, including any regulations or rulings promulgated thereunder, of Canada
or of any political subdivision thereof or any authority therein or thereof
having power to tax or as a result of any change in the application or official
interpretation of such laws, including any proposals for change, amendment or
application or interpretation of such laws, where the amendment or change
becomes effective [insert on or after the date on which the underwriting,
subscription, distribution, or similar agreement (an "Issuance Agreement") is
executed for the Securities of this series or if no such Issuance Agreement is
executed, the date on which the Securities of this series are first offered for
sale] or which proposal is made after such date, or as a result of any action
taken by any taxing authority of Canada which action is taken or becomes
generally known after such date, or any commencement of a proceeding in a court
of competent jurisdiction in the Canada after such date, whether or not such
action was taken or such proceeding was brought with respect to the Issuer, the
Issuer becomes, or will become, obligated to pay any Additional Amounts, then
the Securities of this series will be redeemable as a whole (but not in part),
at the option of the Issuer, at any time upon not less than thirty (30) nor more
than sixty (60) days' notice given to the holders at their principal amount [if
the Security is to bear interest prior to maturity, insert -- together with
accrued interest thereon, if any,] [if the Security is an Original Issue
Discount Security, - - (calculated as provided in the Indenture)] (and any
Additional Amounts payable with respect thereto) to the date fixed for
redemption (the "Tax Redemption Date"). In order to effect a redemption of
Securities of this series as described in this paragraph, the Issuer shall
deliver to the Trustee at least forty-five (45) days prior to the Tax Redemption
Date: (i) a written notice stating that the Securities of this series are to be
redeemed as a whole, specifying the redemption date and other pertinent
information, and (ii) an Opinion of Counsel to the effect that the Issuer has or
will become obligated to pay Additional Amounts as a result of any such change
or amendment. No notice of redemption may be given earlier than ninety (90) days
prior to the earliest date on which the Issuer would be obligated to pay such
Additional Amounts were a payment in respect of the Securities of this series
then due. The notice shall additionally specify the Tax Redemption Date and all
other information necessary to the publication and mailing by the Trustee of
notices of such redemption. The Trustee shall be entitled to rely conclusively
upon the information so


                                      -12-
<PAGE>
furnished by the Issuer in such notice and shall be under no duty to check the
accuracy or completeness thereof. Such notice shall be irrevocable and upon its
delivery the Issuer shall be obligated to make the payment or payments referred
to therein to the Trustee.]

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by mail, [[if
applicable, insert --(1) on _____________ in any year commencing with the year
________ and ending with the year _______ through operation of the sinking fund
for this series (as more fully described in the next succeeding paragraph) at
[[insert either -- a redemption price equal to 100% of the principal amount of
the Securities to be redeemed or the redemption prices for redemption through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below,]], and (2)]) at any time [[if applicable, insert
-- on or after ___________]], as a whole or in part, at the election of the
Issuer, at the [[insert either -- following redemption prices or redemption
prices for redemption otherwise than through operation of the sinking fund]]
(expressed as percentages of the principal amount): if redeemed [[if applicable,
insert -- on or before _________, ____%, and if redeemed]] during the 12-month
period beginning _________ of the years indicated,

                                               [[If applicable, insert --
           Redemption Price For Redemption     Redemption Price For Redemption
           [[If applicable, insert --          Otherwise Than Through Operation
           Through Operation of the Sinking    of the Sinking Fund]]
Year       Fund]]



and thereafter at a redemption price equal to _____% of the principal amount
thereof, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the date fixed for
redemption, but interest installments maturing on or prior to such redemption
date will be payable to the holders of such Securities of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the indenture.]

         [If applicable, insert -- The sinking fund for this series provides for
the redemption on ____ each year beginning with the year _______ and ending with
the year _____of [[not less than]] $________ [[("mandatory sinking fund
payments") and not more than $_______]] aggregate principal amount of Securities
of this series.] [If applicable, insert -- Securities of this series acquired or
redeemed by the Issuer otherwise than through [[mandatory]] sinking fund
payments may be credited against subsequent [[mandatory]] sinking fund payments
otherwise required to be made.]

         [If applicable, insert -- Notwithstanding the foregoing, the Issuer may
not, prior to ________ redeem any Securities of this series as contemplated by
[[Clause (2) of]] the preceding paragraph as a part of, or in anticipation of,
any refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Issuer


                                      -13-
<PAGE>
(calculated in accordance with generally accepted accounting principles) of less
than ______% per annum.]

         [If applicable, insert -- Partial redemptions must be in an amount not
less than $_______ principal amount of Securities.]

         [If applicable, insert -- In the event of redemption of this Security
in part only, a new Security or Securities of this series for the unredeemed
portion hereof having the same interest rate and maturity as this Security will
be issued in the name of the holder hereof upon the cancellation hereof.]

         [If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, then the Trustee or the holders of not less than 25% in aggregate
principal amount (calculated as provided in the Indenture) of the Securities of
this series then Outstanding may declare the principal of the Securities of this
series and accrued interest thereon, if any, to be due and payable in the manner
and with the effect provided in the Indenture.] [If the Security is an Original
Issue Discount Security, insert -- If an Event of Default with respect to
Securities of this series shall occur and be continuing, then the Trustee or the
holders of not less than 25% in aggregate principal amount (calculated as
provided in the Indenture) of the Securities of this series then Outstanding may
declare an amount of principal of the Securities of this series due and payable
in the manner and with the effect provided in the Indenture. Such amount shall
be equal to [[insert formula for determining the amount]].

         [If the Security is an extendible security, insert -- The Securities of
this series are subject to repayment in whole, or in part, on [insert month,
day and years], in increments of _________ or multiples of __________in excess
of ___________, provided that the portion of the principal amount of any
Security of this series not being repaid shall be at least ____________, at the
option of the holder thereof at a repayment price equal to the principal amount
thereof to be repaid, together with interest payable thereon, if any, to the
repayment date. For this Security to be repaid at the option of the holder, the
Trustee must receive at the Corporate Trust Office or the New York Location, or
at ____________ [specify location in Canada, if applicable] on or before the
[insert month and day] or, if such [insert month and day] is not [insert -- a
day other than a day on which banking institutions in the Borough of Manhattan,
The City and State of New York are authorized or required by law or regulation
to close or, if applicable, insert appropriate definition] (a "Business Day"),
the next succeeding Business Day, but not earlier than the (insert month and
day) prior to the (insert month and day) on which the repayment price will be
paid (i) this Security, with the form entitled "Option to Elect Repayment" below
duly completed, or (ii) a telegram, telex, facsimile transmission or letter from
a member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States of America in respect of Securities issued in the United States, or a
telegram, telex, facsimile transmission or letter from a stock exchange or a
chartered bank or trust company in Canada in respect of Securities issued in
Canada, setting forth the name of the holder of the Security, the principal
amount of the Security, the amount of such Security to be repaid, a statement
that the option to elect repayment is being made thereby and a guarantee that
the Security to be repaid with the form entitled "Option to Elect Repayment" on
the reverse thereof duly completed will be received by


                                      -14-
<PAGE>
the Issuer no later than five Business Days after the date of such telegram,
telex, facsimile transmission or letter, and such Security and form duly
completed are received by the Issuer by such fifth Business Day. Either form of
notice duly received on or before the [insert month and day] preceding any such
[insert month and day] shall be irrevocable. All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Securities of this
series for repayment will be determined by the Issuer, whose determination shall
be final and binding.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment or supplementing thereof and the modification of the rights and
obligations of the Issuer, the Guarantor and the rights of the holders of the
Securities of each series to be affected under the Indenture at any time by the
Issuer, the Guarantor and the Trustee with the consent of the holders of not
less than a majority in aggregate principal amount (calculated as provided in
the Indenture) of the Securities at the time Outstanding of all series to be
affected (all such series voting as a single class). The Indenture also contains
provisions permitting the holders of not less than a majority in aggregate
principal amount (calculated as provided in the Indenture) of the Securities of
each series at the time Outstanding, on behalf of the holders of all Securities
of such series, to waive certain past defaults or Events of Default under the
Indenture and the consequences of any such defaults or Events of Default. Any
such consent or waiver by the holder of this Security (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and
upon all future holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest, if any, on
this Security at the times, place and rate, if any, and in the coin or currency,
herein prescribed or the obligation of the Guarantor pursuant to the Guarantee.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
register, upon due presentment of this Security for registration of transfer at
the office or agency of the Issuer in any place where the principal of and
interest, if any, on this Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Issuer and the
Security Registrar duly executed by the holder hereof or his or her attorney
duly authorized in writing, and thereupon one or more new Securities of this
series, having the same interest rate, if any, and maturity and bearing interest
from the same date as this Security, of any authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of ___________ and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations set
forth therein and on the face hereof, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series of a
different authorized denomination having the same interest rate, if any, and
maturity and bearing interest from the same date as such Securities, as
requested by the holder surrendering the same.


                                      -15-
<PAGE>
         No service charge shall be made for any such registration of transfer
or exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the
Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes (other than for the
determination of any Additional Amounts payable), whether or not this Security
be overdue and notwithstanding any notation of ownership or other writing
thereon, and neither the Issuer, the Guarantor, the Trustee nor any such agent
shall be affected by 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,
effectually satisfy and discharge liability for monies payable on this Security.

         No recourse for the payment of the principal of [if applicable, insert
-- or interest, if any,] or interest, if any, on this Security, or for any claim
based hereon or otherwise in respect hereof, and no recourse under or upon any
obligation, covenant or agreement of the Issuer or the Guarantor in the
Indenture or in any Security, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
official or director, as such, past, present or future, of the Issuer, the
Guarantor or of any successor entity of either of them, either directly or
through the Issuer, the Guarantor or any successor entity of either of them,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

         All terms used in this Security and not otherwise defined herein which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

         This Security shall be governed by and construed in accordance with the
laws of the State of New York, without regard to conflict of law principles.

         SECTION 2.4 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

                                   SUNTRUST BANK,
                                        as Trustee

                                   By:
                                        ---------------------------------------
                                        Authorized Officer

         SECTION 2.5 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


                                      -16-
<PAGE>
         The Securities shall rank equally and pari passu and may be issued in
one or more series. There shall be established in one or more Resolutions or in
an Officers' Certificate pursuant to a Resolution of the Issuer, a copy of
which, certified by the secretary or an assistant secretary of the Issuer, shall
be delivered to the Trustee or established in one or more indentures
supplemental hereto, prior to the issuance of securities of a particular series:

                  (1) the title of the Securities of the series (which shall
         distinguish the Securities of the series from all other Securities);

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series that may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Sections 2.10, 2.11, 2.13 or
         10.3);

                  (3) the date or dates on which the principal of the Securities
         of the series is payable;

                  (4) the rate or rates at which the Securities of the series
         shall bear interest, if any, or the method or methods, if any, by which
         such rate or rates (including the Overdue Rate) shall be determined,
         the date or dates from which such interest shall accrue or the method
         or methods, if any, by which such date or dates may be determined, the
         interest payment dates on which such interest shall be payable and the
         record dates for the determination of holders to whom interest is
         payable, and the basis upon which interest on Securities of the series
         shall be calculated if other than that of a 360-day year of twelve
         30-day months in the case of Securities issued in U.S. dollars or a
         365-day year and payable in two equal semi-annual installments in the
         case of Securities issued in Canadian dollars;

                  (5) if in addition to or other than The Borough of Manhattan,
         The City of New York, the place or places where the principal and
         interest with respect to the Securities of the series shall be payable,
         any of such Securities may be surrendered for registration of transfer
         or exchange, any of such Securities may be surrendered for exchange and
         notices or demands to or upon the Issuer in respect of the Securities
         of the series and this Indenture may be served;

                  (6) the price or prices at which, the period or periods within
         which and the terms and conditions upon which, Securities of the series
         may be redeemed, in whole or in part, at the option of the Issuer,
         pursuant to any sinking fund or otherwise;

                  (7) the obligation, if any, of the Issuer to redeem, purchase
         or repay Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of a holder thereof and the price
         or prices at which, the period or periods within which and the terms
         and conditions upon which Securities of the series shall be redeemed,
         purchased or repaid, in whole or in part, pursuant to such obligation;

                  (8) whether and under what circumstances the Issuer or the
         Guarantor will be obligated to pay Additional Amounts in respect of the
         Securities of the series as


                                      -17-
<PAGE>
         provided in Section 3.7 and, as a result, whether the Securities of the
         series will be subject to redemption as provided in Section 10.6;

                  (9) if other than such coin or currency of the United States
         of America or Canada as at the time of payment is legal tender for
         payment of public or private debts, the coin or currency (including
         composite currencies or currency units) in which the Securities of the
         series shall be denominated and, if different, the coin or currency
         (including composite currencies or currency units) in which payment of
         the principal of and/or interest on the Securities of the series shall
         be payable;

                  (10) if the principal of and/or interest on the Securities of
         the series are to be payable, at the election of the Issuer or a holder
         thereof, in a coin or currency (including composite currencies or
         currency units) other than that in which the Securities are stated to
         be payable, the period or periods within which, and the terms and
         conditions upon which, such election may be made;

                  (11) whether the amount of payments of principal of and/or
         interest on the Securities of the series may be determined with
         reference to an index, formula or other method or methods (which index,
         formula or method or methods may be based, without limitation, on one
         or more currencies (including composite currencies or currency units),
         commodities, equity securities, equity indices or other indices), and,
         if so, the terms and conditions upon which and the manner in which such
         amounts shall be determined;

                  (12) if other than denominations of U.S. $1,000 with respect
         to Securities issued in the United States, or Cdn.$1,000 with respect
         to Securities issued in Canada (or if the Securities are denominated in
         a currency other than U.S. dollars or Canadian dollars or in a
         composite currency or currency units, 1,000 units of such other
         currency or composite currency or currency units) and any multiple
         thereof, the denominations in which Securities of the series shall be
         issuable;

                  (13) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series which shall be
         payable upon declaration of acceleration of the maturity thereof
         pursuant to Section 4.1 or provable in bankruptcy pursuant to Section
         4.2;

                  (14) if the Securities of the series are Original Issue
         Discount Securities, the price at which and the date on which
         Securities of the series are to be issued and the Yield to Maturity at
         the time of issuance of such series;

                  (15) if the Securities of the series are to be issued in the
         form of one or more Global Securities, the name of the Depositary for
         such Global Security or Securities or the nominee of such Depositary;

                  (16) if the Securities will be entitled to the benefit of the
         Guarantee afforded by Article Thirteen or, if not, the form of the
         Guarantee to be endorsed on the Securities; and

                  (17) any other terms of the series which are not inconsistent
         with this Indenture.


                                      -18-
<PAGE>
         All Securities of any one series shall be substantially identical
except as to denomination, interest rate, if any, and maturity and except as may
otherwise be provided in or pursuant to such Resolution or in any such indenture
supplemental hereto. The applicable Resolution or the applicable supplemental
indenture may provide that Securities of any particular series may be issued at
various times, with different maturities and redemption and repayment provisions
(if any) and bearing interest (if any) at different rates, but shall for all
purposes under this Indenture, including, but not limited to, voting and Events
of Default, be treated as Securities of a single series. Unless otherwise
provided in such Resolution or supplemental indenture, a series may be reopened
for issuances of additional Securities of such series without the consent of the
holders of any of the existing Securities of such series.

         Except as otherwise specified pursuant to this Section 2.5 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months in the case of
Securities issued in U.S. dollars or a 365-day year and payable in two equal
semi-annual installments in the case of Securities issued in Canadian dollars.

         SECTION 2.6 AUTHENTICATION AND DELIVERY OF SECURITIES. At any time and
from time to time after the execution and delivery of this Indenture, the Issuer
may deliver Securities of any series executed by the Issuer, with the Guarantee
noted or endorsed thereon, to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver such Securities to or upon the written
order of the Issuer, signed by both (a) the chairman of its Board of Directors,
the president or any vice president and (b) its chief financial officer,
treasurer, controller, secretary or any assistant secretary, without any further
action by the Issuer or, subject to Section 2.1, the Guarantor. In
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities the Trustee shall be
entitled to receive, and (subject to the requirements of the Trust Indenture Act
of 1939) shall be fully protected in relying upon:

                  (1) a copy of any Resolution or Resolutions relating to such
         series, certified by the secretary or an assistant secretary of the
         Issuer;

                  (2) an Officers' Certificate or executed supplemental
         indenture setting forth the form and terms of the Securities and the
         Guarantee as required pursuant to Sections 2.1 and 2.5, respectively,
         and prepared in accordance with the requirements of the Trust Indenture
         Act of 1939 and Section 12.5; and

                  (3) an Opinion of Counsel, prepared in accordance with the
         requirements of the Trust Indenture Act of 1939 and Section 12.5, which
         shall state that, if the form of such Securities has been established
         by or pursuant to a Resolution as permitted by Section 2.1, that such
         form or forms, as the case may be, have been established in conformity
         with the provisions of this Indenture, and that the terms of such
         Securities have been established by or pursuant to a Resolution as
         permitted by Section 2.5 in conformity with the provisions of this
         Indenture and that the authentication and delivery of such Securities
         by the Trustee is authorized under the provisions of this Indenture and
         that such Securities, together with any Guarantee noted or endorsed
         thereon, when executed and delivered by the Issuer and Guarantor, as
         applicable, to the Trustee in accordance with this Indenture and
         authenticated and delivered by the Trustee in


                                      -19-
<PAGE>
         accordance with the Indenture and issued by the Issuer, in the manner
         and subject to any conditions specified in such Opinion of Counsel will
         constitute valid and legally binding obligations of the Issuer and the
         Guarantor, respectively, enforceable in accordance with their
         respective terms, except as the enforceability thereof may be limited
         by bankruptcy, insolvency, reorganization or other similar laws
         affecting the enforcement of creditors' rights generally and to general
         principles of equity regardless of whether the issue of enforceability
         is considered in a proceeding in equity or at law.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or the
Guarantor or if the Trustee in good faith by its board of directors or board of
trustees, executive committee, or a trust committee of directors or trustees
and/or Responsible Officers shall determine that such action would expose the
Trustee to personal liability to existing holders or would adversely affect the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

         The Trustee shall not be required to authenticate Securities
denominated in a coin or currency other than that of the United States of
America or Canada if the Trustee reasonably determines that such Securities
impose duties or obligations on the Trustee which the Trustee is not able or
reasonably willing to accept; provided that the Trustee, upon the request of the
Issuer will resign as Trustee with respect to Securities of any series as to
which such a determination is made, prior to the issuance of such Securities,
and will comply with the request of the Issuer to execute and deliver a
supplemental indenture appointing a successor Trustee pursuant to Section 7.1
hereof.

         SECTION 2.7 EXECUTION OF SECURITIES. The Securities and any Guarantee
noted or endorsed thereon shall be signed on behalf of the Issuer and/or the
Guarantor, as applicable, by both (a) the chairman of its Board of Directors,
its president or any vice president and (b) the chief financial officer, its
treasurer, controller or secretary. Such signatures may be the manual or
facsimile signatures of the present or any future such officers. Typographical
and other minor errors or defects in any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.

         In case any officer of the Issuer or the Guarantor who shall have
signed any of the Securities or endorsed any Guarantee thereon shall cease to be
such officer before the Security with the Guarantee noted or endorsed thereon so
signed shall be authenticated and delivered by the Trustee or disposed of by the
Issuer, such Security with the Guarantee noted or endorsed thereon nevertheless
may be authenticated and delivered or disposed of as though the person who
signed such Security and Guarantee had not ceased to be such officer of the
Issuer or the Guarantor; and any Security may be signed on behalf of the Issuer
or Guarantee noted or endorsed on behalf of the Guarantor by such persons as, at
the actual date of the execution of such Security and Guarantee, shall be the
proper officers of the Issuer or the Guarantor, although at the date of the
execution and delivery of this Indenture any such person was not such an
officer.

         SECTION 2.8 CERTIFICATE OF AUTHENTICATION. Only such Securities (with
the Guarantee noted or endorsed thereon) as shall bear thereon a certificate of
authentication


                                      -20-
<PAGE>
substantially in the form hereinbefore recited, executed by the Trustee by the
manual signature of one of its authorized officers, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee upon any Security (with the Guarantee noted or
endorsed thereon) executed by the Issuer shall be conclusive evidence that the
Security (with the Guarantee noted or endorsed thereon) so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.

         SECTION 2.9 DENOMINATION AND DATE OF SECURITIES; PAYMENTS OF INTEREST.
The Securities of each series shall be issuable as registered securities without
coupons and in denominations as shall be specified as contemplated by Section
2.5. In the absence of any such specification with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of
U.S. $1,000 with respect to Securities issued in the United States, or
Cdn.$1,000 with respect to Securities issued in Canada (or, if such Securities
are denominated in a currency other than U.S. dollars or Canadian dollars or in
a composite currency, 1,000 units of such other currency or composite currency)
and any multiple thereof. The Securities of each series shall be numbered,
lettered, or otherwise distinguished in such manner or in accordance with such
plan as the officers of the Issuer executing the same may determine with the
approval of the Trustee as evidenced by the execution and authentication
thereof.

         Each Security shall be dated the date of its authentication, shall bear
interest, if any, from the date, and shall be payable on the dates, in each
case, which shall be specified as contemplated by Section 2.5.

         Except as otherwise specified for a particular series pursuant to
Section 2.5, the Person in whose name any Security of any series is registered
at the close of business on any record date applicable to a particular series
with respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding the cancellation of such Security upon any registration of any
transfer or exchange of such Security subsequent to the record date and prior to
such interest payment date, except if and to the extent the Issuer shall default
in the payment of the interest due on such interest payment date for such
series, in which case such defaulted interest shall be paid to the Persons in
whose names Outstanding Securities of such series are registered at. the close
of business on a subsequent record date (which shall be not less than five days
prior to the date of payment of such defaulted interest) established by notice
given by mail by or on behalf of the Issuer to the holders of Securities not
less than 15 days preceding such subsequent record date. The term "record date"
as used with respect to any interest payment date (except a date for payment of
defaulted interest) shall mean the date specified as such in the terms of the
Securities of any particular series, or, if no such date is so specified, if
such interest payment date is the first day of a calendar month, the fifteenth
day of the next preceding calendar month or, if such interest payment date is
the fifteenth day of a calendar month, the first day of such calendar month,
whether or not such record date is a Business Day.

         SECTION 2.10 REGISTRATION, TRANSFER AND EXCHANGE; CERTAIN TRANSFERS AND
EXCHANGES. The Issuer will keep, either at the office or agency designated and
maintained by the Issuer for such purpose in the Borough of Manhattan, The City
of New York, in accordance with the provisions of Section 3.2, or at any of such
other offices or agencies as may be


                                      -21-
<PAGE>
designated and maintained in accordance with the provisions of Section 3.2, a
register or registers in which, subject to such reasonable regulations as it may
prescribe, it will register, and will register the transfer of, Securities of a
series as in this Article provided. Such register shall be in written form in
the English language or in any other form capable of being converted into such
form within a reasonable time. At all reasonable times such register or
registers shall be open for inspection by the Trustee and any Security Registrar
other than the Trustee.

         Upon due presentation for registration of transfer of any Security of
any series at any such office or agency to be maintained for the purpose as
provided in Section 3.2, the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities of the same series in authorized denominations for a like
aggregate principal amount and having the same interest rate, maturity,
repayment and redemption provisions and with the Guarantee noted or endorsed
thereon.

         Any Security or Securities of any series (other than a Global Security,
except as set forth in Section 2.14) may be exchanged for a Security or
Securities of the same series in other authorized denominations, in an equal
aggregate principal amount and having the same interest rate, maturity,
redemption and repayment provisions. Securities of any series to be exchanged
shall be surrendered at any office or agency to be maintained by the Issuer for
the purpose as provided in Section 3.2, and the Issuer shall execute, the
Guarantor shall execute the Guarantee noted or endorsed on, and the Trustee
shall authenticate and deliver in exchange therefor the Security or Securities
of the same series and having the same interest rate and maturity which the
Securityholder making the exchange shall be entitled to receive, bearing numbers
or other distinguishing symbols not contemporaneously outstanding and with the
Guarantee noted or endorsed thereon. Each Person designated by the Issuer
pursuant to the provisions of Section 3.2 as a Person authorized to register and
register transfer of the Security is sometimes herein referred to as a "Security
Registrar".

         The Issuer will at all times designate one Person (who may be the
Issuer or the Guarantor and who need not be a Security Registrar) to act as
repository of a master list of names and addresses of the holders of the
Securities (the "Register"). The Trustee shall act as such repository unless and
until some other Person is, by written notice from the Issuer to the Trustee and
each Security Registrar, designated by the Issuer to act as such. The Issuer
shall cause each Security Registrar to furnish to such repository, on a current
basis, such information as to all registrations of transfer and exchanges
effected by such Security Registrar, as may be necessary to enable such
repository to maintain the Register on as current a basis as is practicable.

         No Person shall at any time be designated as or act as a Security
Registrar unless such Person is at such time empowered under applicable law to
act as. such and duly registered to act as such under and to the extent required
by applicable law and regulations.

         All Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuer or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments of
transfer or exchange in form satisfactory to the Issuer and the Trustee duly
executed by, the Securityholder or such Securityholders' attorney duly
authorized in writing.


                                      -22-

<PAGE>
      The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities, other than exchanges pursuant to Section
2.13, 7.5 or 10.3 not involving any registration of transfer. No service charge
shall be made for any such transaction.

      The Issuer shall not be required to exchange or register a transfer of (a)
any Securities of any series for a period of 15 days immediately preceding the
day of selection of Securities of that series to be redeemed, or (b) any
Securities selected, called or being called for redemption or surrendered for
repayment in whole or in part except, in the case of any Security to be redeemed
or repaid in part, the portion thereof not to be so redeemed or repaid.

      Notwithstanding any other provision of this Indenture, transfers and
exchanges of Securities shall be made only in accordance with Section 2.10 or
2.11 or, in the case of Global Securities, Section 2.14.

      SECTION 2.11 MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN SECURITIES. In
case any temporary or definitive Security shall become mutilated, defaced or be
destroyed, lost or stolen and, in the absence of notice to the Issuer or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Issuer may in its discretion execute, and the Trustee shall authenticate and
deliver, a new Security of the same series and of like tenor, having the
Guarantee noted or endorsed thereon and bearing a number or other distinguishing
symbol not contemporaneously appearing on an Outstanding Security, in exchange
and substitution for the mutilated or defaced Security, or in lieu of and
substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substitute Security shall furnish to the Issuer, the Guarantor
and to the Trustee (and any agent of the Issuer, the Guarantor or Trustee, if
requested by the Issuer or the Guarantor) such security or indemnity as may be
required by them to indemnify and defend and to save each of them harmless and,
in every case of destruction, loss or theft, evidence to their satisfaction of
the destruction, loss or theft of such Security and of the ownership thereof.

      Upon the issuance of any substitute Security, the Issuer may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

      In case any Security that has matured, or is about to mature, or has been
called for redemption in full, shall become mutilated or defaced or be
destroyed, lost or stolen, the Issuer in its discretion may instead of issuing a
substitute Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated or defaced Security), if the applicant
for such payment shall furnish to the Issuer, the Guarantor and to the Trustee
(and any agent of the Issuer, the Guarantor or Trustee, if requested by the
Issuer or the Guarantor) such security or indemnity as any of them may require
to indemnify and defend and to save each of them harmless, and, in every case of
destruction, loss or theft, evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof.

      Every substituted Security of any series issued pursuant to the provisions
of this Section by virtue of the fact that any such Security is destroyed, lost
or stolen shall constitute an


                                      -23-
<PAGE>
additional contractual obligation of the Issuer and the Guarantor, whether or
not the destroyed, lost or stolen Security, and the Guarantee noted or endorsed
thereon, shall be at any time enforceable by anyone and shall be entitled to all
the benefits of (but shall be subject to all the limitations of rights set forth
in) this Indenture equally and proportionately with any and all other Securities
of such series and Guarantees duly authenticated and delivered hereunder. All
Securities shall be held and owned upon the express condition that, to the
extent permitted by law, the foregoing provisions are exclusive with respect to
the replacement or payment of mutilated, defaced or destroyed, lost or stolen
Securities and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to replacement or payment of negotiable instruments or other
securities without their surrender.

      SECTION 2.12 CANCELLATION OF SECURITIES PAID, ETC. All Securities
surrendered for the purpose of payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund, if surrendered to the Issuer, any Security Registrar, any paying agent or
any other agent of the Issuer or any agent of the Trustee, shall be delivered to
the Trustee and promptly canceled by it or, if surrendered to the Trustee, shall
be promptly canceled by it; and no Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee shall destroy canceled Securities held by it and deliver a certificate
of destruction to the Issuer. If the Issuer or the Guarantor shall acquire any
of the Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are delivered to the Trustee for cancellation.

      SECTION 2.13 TEMPORARY SECURITIES. Pending the preparation of definitive
Securities for any series, the Issuer may execute, the Guarantor may execute its
Guarantee to be noted or endorsed on, and the Trustee shall authenticate and
deliver temporary Securities for such series (printed, lithographed, typewritten
or otherwise reproduced). Temporary Securities of any series shall be issuable
as registered Securities without coupons, in any authorized denomination, and
substantially in the form of the definitive Securities of such series in lieu of
which they are issued but with such omissions, insertions and variations as may
be appropriate for temporary Securities, all as may be determined by the Issuer.
Temporary Securities may contain such reference to any provisions of this
Indenture as may be appropriate. Every temporary Security shall be authenticated
by the Trustee upon the same conditions and in substantially the same manner,
and with like effect, as the definitive Securities in lieu of which they are
issued. Without unreasonable delay the Issuer shall execute and shall furnish,
and the Guarantor shall execute its Guarantee to be noted or endorsed on,
definitive Securities of such series and thereupon temporary Securities of such
series may be surrendered in exchange therefor without charge at each office or
agency to be maintained by the Issuer for that purpose pursuant to Section 3.2,
and the Trustee shall authenticate and deliver in exchange for such temporary
Securities of such series a like aggregate principal amount of definitive
Securities of the same series of authorized denominations having the same
interest rate, maturity and redemption and repayment provisions, and bearing
interest, if any, from the same date as such temporary Securities. Until so
exchanged, the temporary Securities of any series shall be entitled to the same
benefits under this Indenture as definitive Securities of the same series
authenticated and delivered hereunder.



                                      -24-
<PAGE>
      SECTION 2.14 GLOBAL SECURITIES. (a) Notwithstanding anything in this
Indenture to the contrary, if the Issuer shall establish pursuant to Section 2.5
that the Securities of a series are to be issued in the form of one or more
Global Securities, then the Issuer shall execute, and the Guarantor shall
execute its Guarantee to be noted or endorsed on, and the Trustee shall, in
accordance with Section 2.6 and the order of the Issuer and the Guarantor with
respect to such series, authenticate and deliver one or more Global Securities
that (i) shall represent and shall be denominated in an amount equal to the
aggregate principal amount of all of the Securities of such series, issued and
not yet canceled, (ii) shall be registered in the name of the Depositary for
such Global Security or Securities or the nominee of such Depositary, (iii)
shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instructions and (iv) shall bear the appropriate legend provided in
Section 2.14(f) or such other legend, if any, as shall be required by the
Depositary. Each Depositary of a Global Security designated pursuant to Section
2.5 must, at the time of its designation and at all times while it serves as
Depositary hereunder, be a clearing agency registered under the Exchange Act and
any other applicable statute or regulation in respect of Securities issued in
the United States or registered as a clearing agency under the Securities Act
(Ontario) and equivalent legislation in other provinces and any other applicable
statute or regulation in respect of Securities issued in Canada.

      (b)   Except as otherwise specified pursuant to Section 2.5 with respect
to any series of Securities or as provided in this Section 2.14(b), no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof. If (i) the Depositary advises the Issuer and the Trustee in writing
that such Depositary is no longer willing or able to continue as Depositary with
respect to such Global Security, and a qualified successor Depositary is not
appointed by the Issuer within 90 days of receipt of such notice from the
Depositary, (ii) the Depositary notifies the Issuer that it has ceased to be a
clearing agency registered and in good standing under the Exchange Act in
respect of Securities issued in the United States or under the Securities Act
(Ontario) and equivalent legislation in other provinces in respect of Securities
issued in Canada or other applicable statute or regulation and a successor
Depositary is not appointed by the Issuer within 90 days after the Issuer
receives such notice or becomes aware of such condition, as the case may be,
(iii) the Issuer, in its sole discretion, determines that the Global Securities
shall be exchangeable for Securities in registered form as described below, or
(iv) there shall have occurred and be continuing an Event of Default with
respect to the series of Securities evidenced by the Global Security, the Issuer
will execute, the Guarantor will execute its Guarantee to be noted or endorsed
on, and subject to Article Two of this Indenture, the Trustee will, upon receipt
of an order, authenticate and deliver Securities in definitive, certificated,
and fully-registered form, without interest coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Outstanding Securities of such series evidenced by the Global
Securities of such series in exchange for such Global Securities. Upon such
exchange, the Global Securities of such series shall be surrendered to the
Trustee for cancellation. Such Securities in definitive form shall be registered
in such names and in such authorized denominations as the Depositary shall
instruct the Trustee. The Trustee shall deliver such Securities to the
Depositary for delivery to the persons in whose names such Securities are
registered.



                                      -25-
<PAGE>
      (c)   Except as otherwise explicitly provided in Section 2.14(b), every
Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Article Two or otherwise, shall be authenticated and delivered
in the form of, and shall be, a Global Security, unless such Security is
registered in the name of a Person other than the Depositary for such Global
Security or a nominee thereof.

      (d)   The Depositary or its nominee, as the registered owner of a Global
Security, shall be the owner and holder of such Global Security for all purposes
under this Indenture and the Securities (other than for the determination of
Additional Amounts payable), and owners of beneficial interests in a Global
Security shall hold such interests. Accordingly, any such owner's beneficial
interest in a Global Security shall be shown only on, and the transfer of such
interest shall be effected only through, records maintained by the Depositary or
its nominee or agent. None of the Issuer, the Guarantor, the Trustee, any
Security Registrar or any agent thereof shall have any liability in respect of
(i) any transfers effected by the Depositary, (ii) the accuracy of any records
maintained by the Depositary, (iii) the payment by the Depositary of any amount
due to the beneficial owners of the Securities of the principal of or interest
on the Securities or any other amounts payable with respect thereto or with
respect to the Guarantee thereof, (iv) the delivery or timeliness of delivery by
the Depositary of any notice which is required to be given to Securityholders
under this Indenture to the beneficial owners of the Securities, or (v) any
consent given or other action taken by the Depositary as registered owner of the
Securities. Notwithstanding the foregoing, nothing herein shall prevent the
Issuer, the Guarantor, the Trustee, any Securities Registrar or any such agent
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or, if applicable, such nominee, or impair, as
between the Depositary or its nominee and such owners of beneficial interests,
the operation of customary practices governing the exercise of rights of the
Depositary or its nominee as the holder of any Security.

      (e)   The rights of owners of beneficial interests in a Global Security
shall be exercised only through the Depositary and shall be limited to the
rights established by law and agreements between such owners and the Depositary
and/or its members.

      (f)   Any Global Security issued hereunder in the United States shall bear
a legend in substantially the following form:

            "This Security is a Global Security within the meaning of the
      Indenture hereinafter referred to and is registered in the name of a
      Depositary or a nominee thereof. Unless and until it is exchanged in whole
      or in part for Securities in certificated form, this Security may not be
      transferred except as a whole by The Depository Trust Company, a New York
      corporation ("DTC"), to a nominee of DTC or by DTC or any such nominee to
      a successor depositary or a nominee of such successor depositary. Unless
      this Security is presented by an authorized representative of DTC to
      Textron Financial Canada Funding Corp. or its agent for registration of
      transfer, exchange or payment, and any Security issued is registered in
      the name of Cede & Co. or in such other name as requested by an authorized
      representative of DTC (and any payment is made to Cede & Co. or to such
      other entity as is requested by an authorized

                                      -26-
<PAGE>
      representative of DTC), any transfer, pledge or other use hereof for value
      or otherwise by or to any person is wrongful inasmuch as the registered
      owner hereof, Cede & Co., has an interest herein."

            Any Global Security issued hereunder in Canada shall bear a legend
      in substantially the following form:

            "This Security is a Global Security within the meaning of the
      Indenture herein referred to and is registered in the name of a Depositary
      or a nominee thereof. Unless and until it is exchanged in whole or in part
      for Securities in certificated form, this Security may not be transferred
      except as a whole by The Canadian Depository for Securities Limited
      ("CDS"), to a nominee of CDS or by CDS or any such nominee to a successor
      depositary or a nominee of such successor depositary. Unless this Security
      is presented by an authorized representative of CDS to Textron Financial
      Canada Funding Corp. or its agent for registration of transfer, exchange
      or payment, and any Security issued is registered in the name of CDS & Co.
      or in such other name as requested by an authorized representative of CDS
      (and any payment is made to CDS & Co. or to such other entity as is
      requested by an authorized representative of CDS), any transfer, pledge or
      other use hereof for value or otherwise by or to any person is wrongful
      inasmuch as the registered owner hereof, CDS & Co., has an interest
      therein."

      SECTION 2.15 FORM OF GUARANTEE. The Guarantee afforded by Article Thirteen
shall be endorsed on the Securities of any applicable series substantially as
follows:

            For value received, Textron Financial Corporation, a corporation
      duly organized and existing under the laws of the State of Delaware
      (herein called the "Guarantor", which term includes any successor Person
      under the Indenture (the "Indenture") referred to in the Security on which
      this Guarantee is endorsed), has fully and unconditionally guaranteed,
      pursuant to the terms of the Guarantee contained in Article Thirteen of
      the Indenture, the due and punctual payment of the principal of, and any
      premium, interest and any Additional Amounts on, such Security, when and
      as the same shall become due and payable, whether at the stated maturity,
      by declaration of acceleration, call for redemption or otherwise, in
      accordance with the terms of such Security and the Indenture.

            [If applicable: All payments pursuant to this Guarantee shall be
      made without withholding or deduction for, or on account of, any present
      or future taxes, duties, levies or other governmental charges of whatever
      nature in effect on the date that such Security is originally issued or
      imposed or established in the future by or on behalf of the United States
      or any authority thereof or therein, unless such taxes, duties,levies or
      governmental charges are required by the United States or such other
      jurisdiction or any such subdivision or authority to be withheld or
      deducted. In that event, the Guarantor will pay such additional amounts as
      will result (after deduction of such taxes, duties, levies or governmental
      charges and any additional taxes, duties, assessments or


                                      -27-
<PAGE>
      governmental charges payable in respect of such) in the payment to the
      holder of the Security on which this Guarantee is endorsed of the amounts
      which would have been payable in respect of the Guarantee thereof had no
      such withholding or deduction been required, subject to certain exceptions
      as set forth in Article Thirteen of the Indenture.]

            The obligations of the Guarantor to the Holders of the Securities
      and to the Trustee pursuant to the Guarantee and the Indenture are
      expressly set forth in Article Thirteen of the Indenture, and reference is
      hereby made to such Article and Indenture for the precise terms of the
      Guarantee.

            The Guarantee shall not be valid or obligatory for any purpose until
      the certificate of authentication on the Security upon which this
      Guarantee is endorsed shall have been executed by the Trustee under the
      Indenture by the manual signature of one of its authorized signatories.

            Capitalized terms used herein and not otherwise defined herein have
      the meanings specified in the Indenture.

            IN WITNESS WHEREOF, the Guarantor has caused this instrument to be
      duly executed under its corporate seal.

      Dated:                              TEXTRON FINANCIAL CORPORATION

      Attest:

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

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


                                  ARTICLE THREE

                    COVENANTS OF THE ISSUER AND THE GUARANTOR

SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST. The Issuer covenants and agrees
for the benefit of each series of Securities that it will duly and punctually
pay or cause to be paid the principal of and interest, if any, (including any
applicable premium or Additional Amounts) on each of the Securities of such
series at the place or places, at the respective times and in the manner
provided in such Securities. Each installment of interest on the Securities of
any series may be paid by mailing checks for such interest payable to or upon
the written order of the holders of Securities entitled thereto as they shall
appear in the Register; provided, however, that a holder of U.S. $10,000,000 or
more in aggregate principal amount of Securities of any series issued in U.S.
dollars or Cdn.$10,000,000 or more in aggregate principal amount of


                                      -28-
<PAGE>
Securities of any series issued in Canadian dollars will be entitled to receive
installments of interests on each interest payment date by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received in writing by the Trustee not less than 15 calendar days prior to such
interest payment date. Any such wire transfer instructions received by the
Trustee shall remain in effect until revoked by such holder by written notice by
the Trustee at least 15 calendar days prior to the first Interest Payment Date
for which such notice shall be effective.

      SECTION 3.2 OFFICES FOR PAYMENTS, ETC. So long as any of the Securities
remain Outstanding, the Issuer and the Guarantor will designate and maintain in
the Borough of Manhattan, The City of New York, or such other place as may be
specified pursuant to Section 2.5 for each series: (a) an office or agency where
the Securities may be presented for payment, (b) an office or agency where the
Securities may be presented for registration of transfer and for exchange as in
this Indenture provided and (c) an office or agency where notices and demands to
or upon the Issuer or the Guarantor, as the case may be, in respect of the
Securities or of this Indenture may be served. In addition to such office or
offices or agency or agencies, the Issuer may from time to time designate and
maintain one or more additional offices or agencies within or outside the
Borough of Manhattan, The City of New York, where the Securities of that series
may be presented for payment or for registration of transfer or for exchange,
and the Issuer may from time to time rescind such designation, as it may deem
desirable or expedient. The Issuer will give to the Trustee written notice of
the location of any such office or agency and of any change of location thereof.
The Issuer and the Guarantor hereby designate the New York Location and the
Corporate Trust Office as the initial offices to be maintained by it for such
purposes. In case the Issuer and the Guarantor shall fail to maintain any such
office or agency or shall fail to give such notice of the location or of any
change in the location thereof, presentations and demands may be made and
notices may be served at the Corporate Trust Office and the Issuer and the
Guarantor appoint the Trustee as their agent to receive all such presentations,
surrenders, notices and demands.

      SECTION 3.3 PAYING AGENTS. Whenever the Issuer shall appoint a paying
agent or agents other than the Trustee with respect to the Securities of any
series, it will cause each such paying agent to execute and deliver to the
Trustee an instrument in which each such paying agent shall agree with the
Trustee, subject to the provisions of this Section:

            (a)   that it will hold all sums received by it as such agent for
      the payment of the principal of or interest, if any, on the Securities of
      such series (whether such sums have been paid to it by the Issuer, the
      Guarantor or by any other obligor on the 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 herein provided;

            (b)   that it will give the Trustee notice of any default by the
      Issuer or the Guarantor (or by any other obligor on the Securities of such
      series) to make any payment of the principal of or interest, if any, on
      the Securities of such series when the same shall be due and payable; and



                                      -29-
<PAGE>
            (c)   that, at any time during the continuance of any such default
      referred to in clause (b) above, upon the written request of the Trustee,
      it will forthwith pay to the Trustee all sums so held in trust by such
      paying agent.

      Whenever the Issuer shall have one or more paying agents with respect to
Securities of any series, it will, prior to each due date of the principal of or
interest, if any, on the Securities of such series, deposit with a designated
paying agent a sum sufficient to pay such principal or interest, if any, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal or interest, if any, and (unless such paying agent is
the Trustee) the Issuer will promptly notify the Trustee of any failure to take
such action.

      If the Issuer shall act as its own paying agent with respect to the
Securities of any series, or if the Guarantor shall act as a paying agent, it
will, on or before each due date of the principal of or interest, if any, on the
Securities of such series, set aside, segregate and hold in trust for the
benefit of the Persons entitled to such principal and interest, if any, a sum
sufficient to pay such principal or interest, if any, so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided.
The Issuer will promptly notify the Trustee of any failure to take such action.

      Anything in this Section to the contrary notwithstanding, pursuant to
Section 9.1 the Issuer may at any time, for the purpose of obtaining a
satisfaction and discharge with respect to one or more or all series of
Securities hereunder, or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust for any such series by the Issuer, the Guarantor
or any paying agent hereunder, as required by this Section, such sums to be held
by the Trustee upon the trusts herein contained.

      Anything in this section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 9.3 and 9.4.

      SECTION 3.4 LIMITATION ON LIENS. The Guarantor will not, at any time
directly or indirectly, and will not permit any Subsidiary to, create, assume,
incur or suffer to be created, assumed or incurred or to exist any Lien upon any
of the properties and assets of any character of the Guarantor or any Subsidiary
without making effective provision whereby the Securities of any series then
outstanding shall be secured equally and ratably with (or prior to) any other
obligation or indebtedness so secured, so long as such other obligation or
indebtedness remains secured; except, however, that, notwithstanding the
foregoing, the Guarantor or any Subsidiary, without so securing the Securities
of any series, may:

            (a)   lease property to others in the ordinary course of the
      business of the Guarantor or any Subsidiary or lease or sublease any
      property if the property subject thereto is not needed by the Guarantor or
      any Subsidiary in the operation of its business;

            (b)   create, assume, incur, or suffer to be created, assumed or
      incurred or to exist any Lien, provided, in each case, that the Lien
      secures indebtedness for borrowed money, including purchase money
      indebtedness, which is incurred to finance the acquisition of the property
      subject to such Lien and that such Lien attaches to such asset
      concurrently with or within 90 days after the acquisition thereof;



                                      -30-
<PAGE>
            (c)   assume or suffer to exist (i) any Lien existing on any asset
      of any Person at the time such Person becomes a Subsidiary and not created
      in contemplation of such event; (ii) any Lien on any asset of any Person
      existing at the time such Person is merged or consolidated with or into
      the Guarantor or a Subsidiary and not created in contemplation of such
      event; and (iii) any Lien existing on any asset prior to the acquisition
      thereof by the Guarantor or a Subsidiary and not created in contemplation
      of such acquisition;

            (d)   make any deposit with or give any form of security to any
      governmental agency or other body created or approved by law or
      governmental regulation in order to enable the Guarantor or a Subsidiary
      to maintain self-insurance, or to participate in any fund in connection
      with workmen's compensation, unemployment insurance, old-age pensions, or
      other social security, or to share in any privileges or other benefits
      available to Persons participating in any such arrangement, or for any
      other purpose at any time required by law or regulation promulgated by any
      governmental agency or office as a condition to the transaction of any
      business or the exercise of any privilege or license, or deposit assets of
      the Guarantor or such Subsidiary with any surety company or clerk of any
      court, or in escrow, as collateral in connection with, or in lieu of, any
      bond on appeal by the Guarantor or such Subsidiary from any judgment or
      decree against it, or in connection with any other proceedings in actions
      at law or suits in equity by or against the Guarantor or such Subsidiary;

            (e)   incur or suffer to be incurred or to exist upon any of its
      property or assets (i) Liens for taxes, assessments or other governmental
      charges or levies which are not yet due or are payable without penalty or
      of which the amount, applicability or validity is being contested by the
      Guarantor or a Subsidiary in good faith by appropriate proceedings and the
      Guarantor or such Subsidiary shall have set aside on its books reserves
      which it deems to be adequate with respect thereto (segregated to the
      extent required by generally accepted accounting principles), provided
      that foreclosure, distraint, sale or similar proceedings have not been
      commenced, (ii) the Liens of any judgment, if such judgment shall not have
      remained undischarged, or unstayed on appeal or otherwise, for more than
      six months, (iii) undetermined Liens or charges incident to construction,
      (iv) materialmen's, mechanics', workmen's, repairmen's or other like Liens
      arising in the ordinary course of business in respect of obligations which
      are not overdue or which are being contested by the Guarantor or such
      Subsidiary in good faith by appropriate proceedings, or deposits to obtain
      the release of such Liens, or (v) any encumbrances consisting of zoning
      restrictions, licenses, easements and restrictions on the use of real
      property and minor defects and irregularities in the title thereto, which
      do not materially impair the use of such property by the Guarantor or such
      Subsidiary in the operation of its business or the value of such property
      for the purpose of such business;

            (f)   create other Liens arising in the ordinary course of its
      business which (i) do not secure Debt, (ii) do not secure any obligation
      in an amount exceeding U.S. $5,000,000, and (iii) do not in the aggregate
      materially detract from the value of its property or assets or materially
      impair the use thereof in the operation of its business;



                                      -31-
<PAGE>
            (g)   create or suffer to be created Liens not otherwise permitted
      securing Debt in an aggregate principal amount at any time outstanding not
      to exceed 15% of Consolidated Net Tangible Assets;

            (h)   create or suffer to be created or to exist in favor of any
      lender of moneys or holder of commercial paper of the Guarantor or a
      Subsidiary in the ordinary course of business a banker's lien or right of
      offset in the holder of such indebtedness or moneys of the Guarantor or a
      Subsidiary deposited with such lender or holder in the ordinary course of
      business;

            (i)   create, assume or suffer to exist Liens securing indebtedness
      owed to the Guarantor or any Subsidiary by another Subsidiary;

            (j)   create, assume, incur, or suffer to be created, assumed or
      incurred or to exist any Lien upon any of its properties or assets of any
      character in connection with the sale, transfer or other disposition of
      such properties or assets (i) in connection with the securitization or
      other asset-based financing thereof, (ii) to a real estate investment
      trust or similar entity, or (iii) in connection with any transaction
      similar to the transactions referred to in the immediately preceding
      clauses (i) or (ii); provided, however, that any such sale, transfer or
      other disposition shall be for valid consideration and shall not be to
      prefer directly or indirectly any holder of any other obligation or
      indebtedness of the Guarantor or any Subsidiary as to any such other
      obligation or indebtedness that was already outstanding and did not
      previously benefit from a Lien; and

            (k)   cause or allow any extension, renewal or replacement (or
      successive extensions, renewals or replacements), in whole or in part, of
      any Lien referred to in the foregoing clauses; provided, however, that the
      principal amount of any and all other obligations and indebtedness secured
      thereby shall not exceed the principal amount thereof so secured at the
      time of such extension, renewal or replacement (except that (a) the amount
      of obligations or indebtedness secured by extensions, renewals or
      replacements of Liens on property acquired through the exercise of rights
      arising out of defaults on receivables may exceed the principal amount
      prior to such extension, renewal or replacement and (b) the amount of
      obligations or indebtedness secured by extensions, renewals or
      replacements of Liens on property may exceed the principal amount of such
      obligations or indebtedness prior to such extension, renewal or
      replacement if the value of such property has increased and the loan to
      value ratio of the refinanced obligation or indebtedness does not exceed
      the loan to value ratio of the obligation or indebtedness relating to the
      original Lien); and provided, further, that such extension, renewal or
      replacement shall be limited to all or a part of the property which
      secured the Lien so extended, renewed or replaced (plus improvements on
      such property).

      SECTION 3.5 STATEMENT AS TO COMPLIANCE. Each of the Issuer and the
Guarantor will deliver to the Trustee within 120 days after the end of each of
the Issuer's or the Guarantor's fiscal years, as the case may be, a certificate
executed by the principal executive officer, the principal financial officer or
the principal financial accounting officer of the Issuer and the Guarantor as to
his or her knowledge of the Issuer's or the Guarantor's respective compliance
with all conditions and covenants under the Indenture and, in the event of any
noncompliance, specifying such non-


                                      -32-
<PAGE>
compliance and the nature and status thereof. For purposes of this Section 3.5,
such compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.

      SECTION 3.6 EXISTENCE. Subject to Article Eight hereof, each of the Issuer
and the Guarantor will do or cause to be done all things necessary to preserve
and keep in full force and effect their respective existences, rights (charter
and statutory) and franchises and those of each of their respective
Subsidiaries; provided, however, that neither the Issuer nor the Guarantor shall
be required to preserve any right or franchise if the Board of Directors of the
Issuer or the Guarantor, as the case may be, shall determine that the
preservation thereof is no longer desirable in the context of the business of
the Issuer or the Guarantor, as the case may be, and its Subsidiaries as a whole
and that the loss thereof is not disadvantageous in any material respect to the
holders of the Securities.

      SECTION 3.7 PAYMENT OF ADDITIONAL AMOUNTS. If with respect to Securities
of any series it is specified pursuant to Section 2.5 that this Section 3.7 and
Section 10.6 shall apply to Securities of such series then all payments in
respect of Securities of such series, including, without limitation, payments of
principal and interest, if any, shall be made by the Issuer without withholding
or deduction for or on account of any Taxes unless the Issuer is required to
withhold or deduct Taxes by applicable law or by the interpretation of
administration thereof by the relevant government authority. In the event the
Issuer is so required to deduct or withhold any amount for or on account of
Taxes from any payment on or with respect to the Securities of such series, the
Issuer shall pay such Additional Amounts as may be necessary in order that the
net amounts received by each holder or beneficial owner of the Securities of
such series after such withholding or deduction in respect of such Taxes
(including Additional Amounts) shall equal the respective amounts of principal,
interest, if any, and premium, if any, which would have been received in respect
of the Securities of such series in the absence of such withholding or
deduction; provided that no such Additional Amounts will be payable with respect
to (1) any payment to a holder or beneficial owner who is liable for such Taxes
in respect of any Security of such series (a) by reason of such holder or
beneficial owner being a person with whom the Issuer is not dealing at arm's
length for the purposes of the Income Tax Act (Canada) or (b) by reason of the
existence of any present or former connection between such holder or beneficial
owner (or between a fiduciary, settlor, beneficiary, member or shareholder of,
or possessor of a power over, such holder or beneficial owner, if such holder or
beneficial owner is an estate, trust, partnership, limited liability company or
corporation) and Canada or any province or territory thereof or therein or
agency thereof or therein other than the mere holding, use or ownership or
deemed holding, use or ownership, or receiving payments or enforcing any rights
in respect of any Security of such series as a non-resident or deemed
non-resident of Canada or any province or territory thereof or therein or any
agency thereof or therein, (2) any Tax which would not have been so imposed but
for the presentation by the holder of any Security of such series for payment on
a date more than 10 days after the date on which the payment became due and
payable or the date on which payment thereof is duly provided for, whichever
occurs later; (3) any estate, inheritance, gift, sales, transfer, personal
property or excise tax or any similar tax, assessment or governmental charge;
(4) any Tax which is payable otherwise than by withholding from payments in
respect of principal of, any premium or any interest on any Security of such
series; (5) any Tax imposed as a result of the failure to comply with (a)
certification, information, documentation, reporting or other similar
requirements concerning


                                      -33-
<PAGE>
the nationality, residence, identity or connection with Canada or any province
or territory thereof of the holder or beneficial owner of any Security of such
series, if such compliance is required by statute, or by regulation, as a
precondition to relief or exemption from such Tax or (b) any other
certification, information, documentation, reporting or other similar
requirements under Canadian federal or provincial income tax laws or regulations
that would establish entitlement to otherwise applicable relief or exemption
from such Tax, assessment or other governmental charge; (6) any tax, assessment
or other governmental charge required to be withheld by any paying agent from
any payment of the principal of, any premium or any interest on any Security of
such series, if the payment can be made without such withholding by at least one
other paying agent; or (7) any combination of items (1), (2), (3), (4), (5) or
(6). Furthermore, no Additional Amounts shall be paid with respect to any
payment on any Security of such series to a holder or beneficial owner who is a
fiduciary or partnership or other than the sole beneficial owner of such payment
to the extent that a beneficiary or settlor with respect to such fiduciary or a
member of such partnership or beneficial owner would not have been entitled to
receive the Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the holder of any such Security of such series.

      Whenever in this Indenture or the Securities of any series to which this
Section 3.7 is applicable there is a reference, in any context, to the payment
of the principal of or interest, if any, on, or in respect of, any Security to
which this Section 3.7 is applicable, such payment shall be deemed to include
the payment of Additional Amounts provided for in this Section to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect of such payment pursuant to the provisions of this Section and express
mention of the payment of Additional Amounts (if applicable) in any provision
hereof or thereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made.

      Except as specifically provided in this Section 3.7 and Section 10.6 with
respect to Securities of any series to which such sections are applicable, the
Issuer will not be required to make any payment with respect to any tax,
assessment or governmental charge imposed by any government or a political
subdivision or taxing authority thereof or therein.

                                  ARTICLE FOUR

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

      SECTION 4.1 EVENTS OF DEFAULT. "Event of Default" with respect to
Securities of a particular series wherever used herein, means any one of the
following events and such other events as may be established with respect to the
Securities of such series as contemplated by Section 2.5 hereof, continued for
the period of time, if any, and after the giving of notice, if any, designated
in this Indenture or as may be established with respect to such Securities as
contemplated by Section 2.5 hereof, as the case may be, unless such event is
either inapplicable or is specifically deleted or modified in, or pursuant to,
the applicable Resolution or in the supplemental indenture under which such
series of Securities is issued, as the case may be, as contemplated by Section
2.5:



                                      -34-
<PAGE>
            (a)   default in the payment of any interest on, or any Additional
      Amounts, if any, with respect to such Securities when due and payable, and
      continuance of such default for a period of 30 days;

            (b)   default in the payment of the principal of, or any premium on,
      the Securities of such series when the same shall become due and payable
      either at maturity, upon redemption, by declaration or otherwise;

            (c)   default in the performance, or breach, of any covenant or
      warranty of the Issuer or the Guarantor contained in the Securities of
      such series or this Indenture, as the case may be, and continuance of such
      default or breach for a period of 90 days after written notice thereof
      shall have been given to the Issuer or the Guarantor, as the case may be,
      by the holders of at least 25% in aggregate principal amount of the
      Securities of such series then outstanding;

            (d)   if any event of default as defined in any mortgage, indenture
      or instrument under which there may be issued, or by which there may be
      secured or evidenced, any indebtedness of the Issuer or the Guarantor for
      money borrowed, whether such indebtedness now exists or shall hereafter be
      created, shall occur and shall result in such indebtedness in principal
      amount in excess of $50,000,000 (or the equivalent thereof in foreign or
      composite currencies) becoming or being declared due and payable prior to
      the date on which it would otherwise become due and payable, and such
      acceleration shall not be rescinded or annulled, or such indebtedness
      shall not have been discharged, within a period of 30 days after written
      notice thereof shall have been given to the Issuer or the Guarantor, as
      the case may be, by the holders of at least 25% in aggregate principal
      amount of Securities of such series then outstanding;

            (e)   the Support Agreement shall have ceased to be in full force
      and effect for any reason or shall be amended or modified in any manner
      unless, prior to such cessation, amendment or modification, S&P, Moody's
      and any other "nationally recognized statistical rating organization" (as
      such term is defined for purposes of Rule 436(g)(2) under the Securities
      Act) then rating securities of the Issuer and the Guarantor at the
      Issuer's or Guarantor's request, have each confirmed that the rating
      assigned to securities of the Issuer or the Guarantor by such rating
      agency immediately prior to such cessation, amendment or modification will
      not be downgraded, or placed on what is commonly referred to as a "watch
      list" for possible downgrading; provided, that, if the cessation amendment
      or modification of the Support Agreement is in connection with the
      assumption of the Guarantee by any other Person pursuant to the provisions
      described in Section 8.1 of this Indenture (whether by merger,
      consolidation, sale, conveyance, transfer or lease), it shall not
      constitute an Event of Default if the senior debt securities of the Person
      assuming the Guarantee are rated by S&P or Moody's immediately following
      such transfer or assumption at a rating equal to or greater than the
      respective rating assigned to securities of the Guarantor by each such
      rating agency;

            (f)   Textron, the Issuer, the Guarantor or any "significant
      subsidiary" (as such term is defined in Section 1.02(w) of Regulation S-X
      of the Securities Act, or any


                                      -35-
<PAGE>
      successor provision thereto) of the Issuer or the Guarantor shall commence
      a voluntary case or other proceeding seeking liquidation, reorganization
      or other relief with respect to itself or its debts under any bankruptcy,
      insolvency or other similar law now or hereafter in effect or seeking the
      appointment of a trustee, receiver, liquidator, custodian or other similar
      official of it or any substantial part of its property, or shall consent
      to any such relief or to the appointment of or taking possession by any
      such official in an involuntary case or other proceeding commenced against
      it, or shall make a general assignment for the benefit of creditors, or
      shall fail generally or admit its inability to pay its debts as they
      become due, or shall take any corporate action to authorize any of the
      foregoing; or

            (g)   an involuntary case or other proceeding shall be commenced
      against Textron, the Issuer, the Guarantor or any significant subsidiary
      of the Issuer or the Guarantor seeking liquidation, reorganization or
      other relief with respect to it or its debts under any bankruptcy,
      insolvency or other similar law now or hereafter in effect or seeking the
      appointment of a trustee, receiver, liquidator, custodian or other similar
      official of it or any substantial part of its property, and such
      involuntary case or other proceeding shall remain undismissed and unstayed
      for a period of 60 days; or an order for relief shall be entered against
      the Issuer, Textron, the Guarantor or any significant subsidiary of the
      Issuer or the Guarantor under Canadian Federal Bankruptcy laws in case of
      the Issuer or the federal bankruptcy laws of the United States in the case
      of the Guarantor, in each case as now or hereafter in effect.

      In case an Event of Default other than one under clause (f) or (g) above
shall have occurred and be continuing, then the holders of at least 25% in
aggregate principal amount of the Securities of such series then outstanding may
declare the principal of all Outstanding Securities of such series to be
immediately due and payable. If an Event of Default under clause (f) or (g)
above shall have occurred and be continuing, the principal of all Outstanding
Securities of such series shall automatically become due and payable. Upon any
such acceleration, any premium and interest on the Securities of such series
shall also become immediately due and payable.

      The foregoing provisions, however, are subject to the condition that if,
at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series shall have been so declared due
and payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided:

            (a)   the Issuer or the Guarantor shall pay or shall deposit with
      the Trustee a sum sufficient to pay all matured installments of interest,
      if any, upon all the Securities of such series and the principal of any
      and all Securities of such series which shall have become due otherwise
      than by such declaration of acceleration (with interest upon such
      principal and, to the extent that payment of such interest is enforceable
      under applicable law, on overdue installments of interest, if any, at the
      Overdue Rate applicable to such series to the date of such payment or
      deposit), and all amounts payable to the Trustee pursuant to Section 5.5;
      and



                                      -36-
<PAGE>
            (b)   any and all Events of Default under the Indenture with respect
      to such series of Securities other than the non-payment of the principal
      of such Securities which shall have become due by such declaration of
      acceleration, shall have been cured, waived or otherwise remedied as
      provided herein or provision shall have been made therefor to the
      satisfaction of the Trustee,

then and in every such case the holders of not less than a majority in aggregate
principal amount of the Securities of such series then Outstanding, by written
notice to the Issuer, the Guarantor and to the Trustee, may rescind and annul
such declaration and its consequences with respect to such series, but no such
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

      For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

      SECTION 4.2 PAYMENT OF SECURITIES ON DEFAULT; SUIT THEREFOR. The Issuer
and the Guarantor covenant that (a) in case a default shall be made in the
payment of any installment of interest on any of the Securities of any series as
and when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days, or (b) in case a default shall be made
in the payment of the principal of any of the Securities of any series as and
when the same shall have become due and payable, whether upon maturity of the
Securities of such series or upon redemption or by declaration or otherwise, or
(c) in case of a default in the making or satisfaction of any sinking fund
payment or analogous obligation when the same becomes due by the terms of the
Securities of any series, then, upon demand of the Trustee, the Issuer or the
Guarantor will pay to the Trustee for the benefit of the holders of the
Securities of such series the whole amount then due and payable on all
Securities of such series for principal and interest, if any, as the case may be
(with interest to the date of such payment upon the overdue principal and, to
the extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, if any, at the Overdue Rate applicable to
Securities of such series); and in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, and any
further amounts payable to the Trustee pursuant to Section 5.5.

      Until such demand is made by the Trustee, the Issuer may pay the principal
of and interest, if any, on the Securities of any series to the registered
holders, whether or not the principal of and interest, if any, on the Securities
of such series be overdue.

      In case the Issuer and the Guarantor shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceedings to judgment or final
decree, and may enforce any such judgment or final decree against the Issuer,
the Guarantor or


                                      -37-
<PAGE>
other obligor upon such Securities and collect in the manner provided by law out
of the property of the Issuer, the Guarantor or other obligor upon such
Securities, wherever situated, the moneys adjudged or decreed to be payable.

      In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Issuer, the Guarantor or any other obligor upon the
Securities of any series under Title 11 of the United States Bankruptcy Code or
any other similar applicable Federal, state or Canadian federal law, or in case
a receiver, trustee in bankruptcy or similar official shall have been appointed
for the property of the Issuer, the Guarantor or such other obligor, or in case
of any other similar judicial proceedings relative to the Issuer, the Guarantor
or other obligor upon the Securities of any series, or to the creditors or
property of the Issuer, the Guarantor or such other obligor, the Trustee,
irrespective of whether the principal of any 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 pursuant to the provisions of
this Section, shall be entitled and empowered, by intervention in such
proceedings or otherwise:

            (a)   to file a proof of claim or claims for the whole amount of
      principal (or, if the Securities of any series are Original Issue Discount
      Securities, such portion of the principal amount as may be due and payable
      with respect to such series pursuant to a declaration in accordance with
      Section 4.1) and interest, if any, owing and unpaid in respect of the
      Securities of any series, and, in case of any judicial proceedings, to
      file such proofs of claim and other papers or documents as may be
      necessary or advisable in order to have the claims of the Trustee
      (including any claim for any amounts payable to the Trustee pursuant to
      Section 5.5) and of the Securityholders allowed in any judicial
      proceedings relating to the Issuer, the Guarantor or other obligor upon
      the Securities of any series, or to the creditors or property of the
      Issuer, the Guarantor or such other obligor;

            (b)   unless prohibited by applicable law and regulations, to vote
      on behalf of the holders of the Securities of any series in any election
      of a trustee or a standby trustee in arrangement, reorganization,
      liquidation or other bankruptcy or insolvency proceedings or of a person
      performing similar functions in comparable proceedings; and

            (c)   to collect and receive any moneys or other property payable or
      deliverable on any such claims, and to distribute all amounts received
      with respect to the claims of the Securityholders and of the Trustee on
      their behalf (after deduction of costs and expenses of collection, and any
      further amounts payable to the Trustee pursuant to Section 5.5 and
      incurred by it up to the date of distribution); and any trustee in
      bankruptcy, receiver, or other similar official is hereby authorized by
      each of the Securityholders to make payments to the Trustee, and, in the
      event that the Trustee shall consent to the making of payments directly to
      the Securityholders, to pay to the Trustee costs and expenses of
      collection, and any further amounts payable to the Trustee pursuant to
      Section 5.5 and incurred by it up to the date of distribution.

      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or


                                      -38-
<PAGE>
the rights of any holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Securityholder in any such proceeding except, as aforesaid,
to vote for the election of a trustee in bankruptcy or similar person.

      All rights of action and of asserting claims under this Indenture, or
under the Securities of any series, may be enforced by the Trustee without the
possession of any of the Securities of such series or the production thereof on
any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, shall be for the
ratable benefit of the holders of the Securities in respect of which such action
was taken.

      In any proceedings brought by the Trustee (and also any proceedings in
which a declaratory judgment of a court may be sought as to the interpretation
or construction of any provision of this Indenture to which the Trustee shall be
a party), the Trustee shall be held to represent all the holders of the
Securities to which such proceedings relate, and it shall not be necessary to
make any holders of such Securities parties to any such proceedings.

      SECTION 4.3 APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys
collected by the Trustee pursuant to this Article shall be applied in the
following order at the date or dates fixed by the Trustee and, in the case of
distribution of such moneys on account of principal or interest, upon
presentation of the several Securities in respect of which moneys have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities in reduced principal amounts in exchange for the presented Securities
of like series and tenor if only partially paid, or upon surrender thereof if
fully paid:

            FIRST: To the payment of amounts due to the Trustee pursuant to
      Section 5.5;

            SECOND: In case the principal of the Outstanding Securities in
      respect of which moneys have been collected shall not have become and be
      then due and payable, to the payment of interest, if any, ratably, on the
      Securities in default in the order of the maturity of the installments of
      such interest, with interest (to the extent that such interest has been
      collected by the Trustee and to the extent permitted by applicable law)
      upon the overdue installments of interest at the Overdue Rate applicable
      to such Securities, such payments to be made ratably to the persons
      entitled thereto, without discrimination or preference;

            THIRD: In case the principal of the Outstanding Securities in
      respect of which moneys have been collected shall have become and shall be
      then due and payable by declaration or otherwise, to the payment of the
      whole amount then owing and unpaid upon such Securities for principal and
      interest, if any, with interest upon the overdue principal, and (to the
      extent that such interest has been collected by the Trustee and to the
      extent permitted by applicable law) upon overdue installments of interest,
      if any, at the Overdue Rate applicable to such Securities; and in case
      such moneys shall be insufficient to pay in full the whole amount so due
      and unpaid upon such Securities, then to the payment of such principal and
      interest, if any, without preference or priority of any kind, according to
      the aggregate amounts due and payable on such Securities for principal and
      interest; and



                                      -39-
<PAGE>
            FOURTH: To the payment of the remainder, if any, to the Issuer, the
      Guarantor or any other person lawfully entitled thereto.

      SECTION 4.4 PROCEEDINGS BY TRUSTEE. In case an Event of Default hereunder
has occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

      SECTION 4.5 RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. In case
the Trustee or any Securityholder shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the Trustee
or to such Securityholder, then and in every such case the Issuer, the
Guarantor, the Securityholder and the Trustee shall subject to any determination
in such proceeding, be restored severally and respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Guarantor, the Trustee and the Securityholders shall continue as
though no such proceedings had been taken.

      SECTION 4.6 PROCEEDINGS BY SECURITYHOLDERS. No holder of any Security of
any series shall have any right by virtue or by availing of any provision of
this Indenture to institute any action or proceeding at law or in equity or in
bankruptcy or otherwise upon or under or with respect to this Indenture, or for
the appointment of a trustee in bankruptcy, receiver or other similar official
or for any other remedy hereunder, unless such holder previously shall have
given to the Trustee written notice of an Event of Default with respect to
Securities of such series and of the continuance thereof, as hereinbefore
provided, and unless also the holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceedings in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the reasonable
costs, expenses and liabilities to be incurred therein or thereby and the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have neglected or refused to institute any such action, suit or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 4.8; it being understood and
intended, and being expressly covenanted by the taker and holder of every
Security with every other taker and holder and the Trustee, that no one or more
holders of any Securities shall have any right in any manner whatever by virtue
or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other holder of Securities, or to obtain or seek to
obtain priority over or preference to any other holder or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Securities of the applicable
series. For the protection and enforcement of the provisions of this Section,
each and every Securityholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.



                                      -40-
<PAGE>
      SECTION 4.7 REMEDIES CUMULATIVE AND CONTINUING. Except as provided in
Section 4.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the Securityholders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

      No delay or omission of the Trustee or of any Securityholder to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 4.6, every power and remedy given by this Indenture or by law to the
Trustee or to the Securityholders of any or all series, as the case may be, may
be exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Securityholders of such series or all series, as the case
may be.

      SECTION 4.8 CONTROL BY SECURITYHOLDERS. The holders of not less than a
majority in aggregate principal amount of the Securities of each series affected
at the time Outstanding (with each such series voting separately as a class)
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 by this Indenture with respect to Securities of
such series. Notwithstanding any of the foregoing, no such direction shall be
otherwise than in accordance with law and the provisions of this Indenture and
(subject to the requirements of the Trust Indenture Act of 1939) the Trustee
shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, shall determine that the action or proceeding so
directed may not lawfully be taken or if the Trustee in good faith by its board
of directors, the executive committee, or a trust committee of directors or
Responsible Officers of the Trustee shall determine that the action or
proceedings so directed would involve the Trustee in personal liability or may
be unduly prejudicial to the Securityholders not joining in the giving of such
direction.

      Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

      SECTION 4.9 WAIVER OF PAST DEFAULTS. Prior to the declaration of the
acceleration of the maturity of the Securities of any particular series the
holders of not less than a majority in aggregate principal amount of the
Securities of such particular series at the time Outstanding may on behalf of
the holders of all the Securities of such particular series waive any past
default or Event of Default with respect to such particular series and its
consequences, except a default in respect of a covenant or provision hereof
which cannot be modified or amended without the consent of the holder of each
Outstanding Security affected as provided in Section 7.2 hereof. In the case of
any such waiver, the Issuer, the Guarantor, the Trustee and the holders of the
Securities of each series affected shall be restored to their former positions
and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.



                                      -41-
<PAGE>
      Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred for every
purpose of this Indenture.

                                  ARTICLE FIVE

                             CONCERNING THE TRUSTEE

      SECTION 5.1 RELIANCE ON DOCUMENTS, OPINIONS, ETC.; NO REQUIREMENT FOR
EXPENDITURE OF OWN FUNDS. Subject to the requirements of the Trust Indenture Act
of 1939,

            (a)   the Trustee may rely and shall be protected in acting or
      refraining from acting upon any resolution, Officers' Certificate or any
      other certificate, statement, instrument, opinion, report, notice,
      request, consent, order, direction or other paper or document believed by
      it to be genuine and to have been signed or presented by the proper party
      or parties;

            (b)   any request, direction, order or demand of the Issuer or the
      Guarantor mentioned herein shall be sufficiently evidenced by an Officers'
      Certificate (unless other evidence in respect thereof be herein
      specifically prescribed); and any Resolution may be evidenced to the
      Trustee by a copy thereof certified by the respective secretary or an
      assistant secretary or attesting secretary of the Issuer or the Guarantor;

            (c)   the Trustee may consult with counsel and any Opinion of
      Counsel shall be full and complete authorization and protection in respect
      of any action taken, suffered or omitted to be taken by it hereunder in
      good faith and in accordance with such Opinion of Counsel;

            (d)   the Trustee shall be under no obligation to exercise any of
      the rights or powers vested in it by this Indenture at the request, order
      or direction of any of the Securityholders pursuant to the provisions of
      this Indenture, unless such Securityholders shall have offered to the
      Trustee reasonable security or indemnity against the costs, expenses and
      liabilities which might be incurred therein or thereby;

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

            (f)   prior to the occurrence of an Event of Default hereunder and
      after the curing or waiving of all Events of Default, (1) the Trustee
      undertakes to perform such duties and only such duties as are specifically
      set forth in this Indenture, and no implied covenants or obligations shall
      be read into this Indenture against the Trustee; and (2) 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, consent, order, bond, direction, note, or other paper or
      document unless requested in writing so to do by the holders of not less
      than a majority in aggregate principal amount of the Securities of any
      series affected then Outstanding; provided that, if the payment within a
      reasonable time to the Trustee of the costs, expenses or liabilities
      likely to be


                                      -42-
<PAGE>
      incurred by it in the making of such investigation is, in the opinion of
      the Trustee, not reasonably assured to the Trustee by the security
      afforded to it by the terms of this Indenture, the Trustee may require
      reasonable indemnity against such expenses or liabilities as a condition
      to proceeding; and the reasonable expenses of every such investigation
      shall be paid by the Issuer or the Guarantor or, if paid by the Trustee,
      shall be repaid by the Issuer or the Guarantor upon demand;

            (g)   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 not regularly in its employ and the Trustee shall not be
      responsible for any misconduct or negligence on the part of any such agent
      or attorney appointed with due care by it hereunder;

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

            (i)   the Trustee is not required to take notice or deemed to have
      notice of any default or Event of Default, unless a Responsible Officer of
      the Trustee has received notice in writing of such default or Event of
      Default from the Issuer, the Guarantor or from the holders of at least 25%
      in aggregate principal amount of the Outstanding Securities of the series
      so affected, and in absence of any such notice, the Trustee may
      conclusively assume that no default or Event of Default exists;

            (j)   the Trustee is not required to give any bond or surety with
      respect to the performance of its duties or the exercise of its powers
      under this Indenture;

            (k)   the Trustee's immunities and protections from liability and
      its rights to compensation and indemnification in connection with the
      performance of its duties under this Indenture shall extend to the
      Trustee's officers, directors, agents and employees. Such immunities and
      protections and right to indemnification, together with the Trustee's
      right to compensation, shall survive the Trustee's resignation or removal
      and final payment of the Securities;

            (l)   the Trustee shall have no responsibility for any information
      in any offering memorandum or other disclosure material distributed with
      respect to any series of Securities other than that information which it
      provides in writing to the Issuer or the Guarantor expressly for the
      purpose of being included in any such offering memorandum or other
      disclosure material, and the Trustee shall have no responsibility for
      compliance with any state or federal securities laws in connection with
      the Securities, other than the filing of any documents required to be
      filed by an indenture trustee pursuant to the Trust Indenture Act; and

            (m)   the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond debenture, note, other evidence of indebtedness or other paper or
      document, but the Trustee, in its sole discretion, may


                                      -43-
<PAGE>
      make such further inquiry or investigations 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 Issuer and the Guarantor and their respective
      Subsidiaries, personally or by one or more agents and attorneys.

      None of the provisions contained in this Indenture shall be construed as
requiring the Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers if there shall be reasonable grounds for
believing that the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the requirements of the Trust Indenture Act of 1939.

      SECTION 5.2 NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained
herein and in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Issuer and the
Guarantor, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no representation as to the validity or sufficiency of
this Indenture or of the Securities, provided that the Trustee shall not be
relieved of its duty to authenticate Securities only as authorized by this
Indenture. The Trustee shall not be accountable for the use or application by
the Issuer or the Guarantor of any of the Securities or of the proceeds thereof.

      SECTION 5.3 TRUSTEE AND AGENTS MAY HOLD SECURITIES. The Trustee or any
agent of the Issuer, the Guarantor or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and, subject to
the requirements of the Trust Indenture Act of 1939, may otherwise deal with the
Issuer or the Guarantor and receive, collect, hold and retain collections from
the Issuer or the Guarantor with the same rights it would have if it were not
the Trustee or such agent.

      SECTION 5.4 MONEYS TO BE HELD IN TRUST. Subject to the provisions of
Sections 9.3 and 9.4 hereof, all moneys received by the Trustee or any paying
agent, all money and U.S. Government Obligations or Canadian Government
Obligations deposited with the Trustee pursuant to Section 11.2 or Section 11.3
and all money received by the Trustee in respect of U.S. Government Obligations
or Canadian Government Obligations deposited with the Trustee pursuant to
Section 11.2 or Section 11.3, shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by mandatory
provisions of law. Neither the Trustee nor any paying agent shall be under any
liability for interest on any moneys received by it hereunder, except such as it
may agree with the Issuer or the Guarantor to pay thereon. So long as no Event
of Default shall have occurred and be continuing, all interest allowed on any
such moneys shall be paid from time to time upon the written order of the Issuer
or the Guarantor signed by one of its respective officers, who is one of the
officers who may sign an Officers' Certificate.



                                      -44-
<PAGE>
      SECTION 5.5 COMPENSATION AND EXPENSES OF TRUSTEE. The Issuer and the
Guarantor covenant and agree to pay to the Trustee from time to time, and the
Trustee shall be entitled to, reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) and, except as otherwise expressly provided, the Issuer or the
Guarantor will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it
pursuant to any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all
persons not regularly in its employ) except any such expense, disbursement or
advance as may arise from its negligence or bad faith. The Issuer and the
Guarantor also covenant to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and its duties
hereunder, including the costs and expenses of defending itself against any
claim of liability in the premises. The obligations of the Issuer and the
Guarantor under this Section to compensate and indemnify the Trustee and to pay
or reimburse the Trustee for reasonable expenses, disbursements and advances
shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture. Such additional indebtedness, if
any, shall be secured by a lien prior to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the holders of particular Securities.

      SECTION 5.6 RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC.
Subject to the requirements of the Trust Indenture Act of 1939, whenever in the
administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action to be taken hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee, and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture upon the faith
thereof.

      SECTION 5.7 ELIGIBILITY OF TRUSTEE. The Trustee for each series of
Securities hereunder shall at all times be a corporation which complies with the
requirements of the Trust Indenture Act of 1939, having a combined capital and
surplus of at least U.S.$10,000,000. If such corporation files reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation at any time shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so filed. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 5.8.

      SECTION 5.8 RESIGNATION OR REMOVAL OF TRUSTEE; APPOINTMENT OF SUCCESSOR
TRUSTEE. (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Securities by
giving written notice of resignation to the Issuer and the Guarantor and by
mailing notice thereof to holders of the applicable series of Securities at
their last addresses as they shall appear in the Register. Upon receiving such


                                      -45-
<PAGE>
notice of resignation, the Issuer and the Guarantor shall promptly appoint a
successor trustee or trustees with respect to the applicable series by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee or trustees. If no successor trustee shall have
been so appointed with respect to any series and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee, or any Securityholder who has been a bona fide holder of a
Security or Securities of the applicable series for at least six months may,
subject to the requirements of the Trust Indenture Act of 1939, on behalf of
such Securityholder and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

            (b)   In case at any time any of the following shall occur:

                  (i)   the Trustee shall cease to be eligible in accordance
            with the provisions of Section 5.7 with respect to any series of
            Securities and shall fail to resign after written request therefor
            by the Issuer, the Guarantor or by any Securityholder; or

                  (ii)  the Trustee shall become incapable of acting with
            respect to any series of Securities, or shall be adjudged a bankrupt
            or insolvent, or a receiver or liquidator 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;

then, in any such case, the Issuer or the Guarantor may remove the Trustee with
respect to the applicable series of Securities (or all series, if required) and
appoint a successor trustee for such series by written instrument, in duplicate,
executed by authority of the applicable Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the requirements of the Trust Indenture Act of
1939, any Securityholder who has been a bona fide holder of a Security or
Securities of such series for at least six months may on behalf of such
Securityholder and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee with respect to such series. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee with respect to such series.

      (c)   The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer and
the Guarantor the evidence provided for in Section 6.1 of the action in that
regard taken by the Securityholders.



                                      -46-
<PAGE>
      (d)   Any resignation or removal of the Trustee with respect to any series
and any appointment of a successor trustee with respect to such series pursuant
to any of the provisions of this Section 5.8 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 5.9.

      SECTION 5.9 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any successor
trustee appointed as provided in Section 5.8 shall execute, acknowledge and
deliver to the Issuer and the Guarantor and to its predecessor Trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee with respect to all or any applicable
series shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with like
effect as if originally named as trustee for such series hereunder; but,
nevertheless, on the written request of the Issuer, the Guarantor or of the
successor trustee, upon payment (or due provision therefor) of any amounts then
due it pursuant to Section 5.5, the predecessor Trustee ceasing to act shall,
subject to Section 9.4, pay over to the successor trustee all moneys at the time
held by it hereunder and shall execute and deliver an instrument transferring to
such successor trustee all such rights, powers, duties and obligations. Upon
request of any such successor trustee, the Issuer and the Guarantor shall
execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor trustee all such rights and powers. Any
trustee ceasing to act shall, nevertheless, retain a lien upon all property or
funds held or collected by such trustee to secure any amounts then due it
pursuant to the provisions of Section 5.5.

      If a successor trustee is appointed with respect to the Securities of one
or more (but not all) series, the Issuer, the Guarantor, the predecessor Trustee
and each successor trustee with respect to the Securities of any applicable
series shall execute and deliver an indenture supplemental hereto which shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the predecessor Trustee with
respect to the Securities of any series as to which the predecessor Trustee is
not retiring shall continue to be vested in the predecessor Trustee, and 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 make such trustees co-trustees of the same trust
and 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.

      No successor trustee with respect to any series of Securities shall accept
appointment as provided in this Section 5.9 unless at the time of such
acceptance such successor trustee shall, with respect to such series, be
qualified under the provisions of the Trust Indenture Act of 1939 an eligible
under the provisions of Section 5.7.

      Upon acceptance of appointment by any successor trustee as provided in
this Section 5.9, the Issuer shall mail notice thereof to the holders of
Securities of any series for which such successor trustee is acting as trustee
at their last addresses as they shall appear in the Register. If the acceptance
of appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the


                                      -47-
<PAGE>
notice called for by Section 5.8. If the Issuer fails to mail
such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Issuer.

      SECTION 5.10 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
OF TRUSTEE. 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 of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of the
Trust Indenture Act of 1939 and eligible under the provisions of Section 5.7,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

      In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee by
merger, conversion, consolidation or succession may adopt the certificate of
authentication of any predecessor Trustee and deliver such Securities so
authenticated; and, in case at that time any of the Securities of any series
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of such successor to the Trustee or, if such
successor to the Trustee is a successor by merger, conversion, consolidation or
succession in the name of any predecessor hereunder; and in all such cases such
certificate shall have the full force which the certificate of the Trustee shall
have as provided anywhere in the Securities of such series or in this Indenture.

      SECTION 5.11 REPORTS BY TRUSTEE TO SECURITYHOLDERS. Within 60 days after
March 15 in each year, beginning with the March 15 following the date of this
Indenture, the Trustee shall mail to the Securityholders a brief report dated as
of such reporting date in compliance with Section 313(a) of the Trust Indenture
Act of 1939, but only to the extent required by such Section 313(a). The Trustee
also shall comply with Section 313(b) of the Trust Indenture Act of 1939. The
Trustee shall also transmit by mail all reports as required by Section 313(c) of
the Trust Indenture Act of 1939. The Issuer shall promptly notify the Trustee
when the Securities are listed on any stock exchange.

      SECTION 5.12 COMPLIANCE WITH BACKUP WITHHOLDING AND INFORMATION REPORTING.
Notwithstanding anything else herein contained, the Trustee, or its agent, shall
comply with all U.S. federal backup withholding and U.S. and Canadian federal
information reporting requirements applicable to any payment under the
Securities of any series.

                                   ARTICLE SIX

                         CONCERNING THE SECURITYHOLDERS

      SECTION 6.1 ACTION BY SECURITYHOLDERS. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Securities of any or all series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action) the fact that at the time of


                                      -48-
<PAGE>
taking any such action the holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by such Securityholders in person or by agent or proxy
appointed in writing, or (b) by the record of such holders of Securities voting
in favor thereof at any meeting of such Securityholders duly called and held in
accordance with the provisions of this Article, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of such
Securityholders; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments and/or such record
are delivered to the Trustee. Proof of execution of any instrument or of a
writing appointing any such agent or proxy shall be sufficient for any purpose
of this Indenture and (subject to the requirements of the Trust Indenture Act of
1939 and Section 5.1) conclusive in favor of the Trustee and the Issuer or the
Guarantor, if made in the manner provided in this Article.

      In determining whether the holders of the requisite principal amount of
Outstanding Securities of any or all series have taken any action (including the
making of any demand or request), the giving of any notice, consent or waiver
(or the taking of any other action) hereunder and in determining voting rights
of any holder of a Security hereunder (i) the principal amount of Original Issue
Discount Securities that shall be deemed to be Outstanding for such purposes
shall be the amount of the principal thereof that would be due and payable as of
the date of such determination upon a declaration of acceleration of the
maturity thereof pursuant to Section 4.1 and (ii) the principal amount of any
Security, the principal amount of which is denominated in a currency other than
U.S. dollars or Canadian dollars or in units of currencies or in a composite
currency (the "Specified Currency") shall be deemed to be that amount of U.S.
dollars or Canadian dollars, as the case may be, which could have been obtained
by the principal amount of such Specified Currency at the Market Exchange Rate.
For purposes of this Section 6.1, "Market Exchange Rate" means, unless otherwise
specified for a Specified Currency with respect to any series of Securities
pursuant to Section 2.5, (i) with respect to U.S. dollars, the noon U.S. dollar
buying rate in the Borough of Manhattan, The City of New York for cable
transfers of the Specified Currency published by the Federal Reserve Bank of New
York; and (ii) with respect to Canadian dollars, the noon Canadian dollar buying
rate in Toronto, Ontario, Canada for cable transfers of the Specified Currency
as reported by the Bank of Canada.

      All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer, the Guarantor and all Securityholders.

      If the Issuer or the Guarantor shall solicit from the Securityholders any
demand, request, notice, consent, waiver or the taking of any other action
(other than in accordance with the Securityholders' voting provisions set forth
in Section 6.6 through 6.14 of this Article), the Issuer or the Guarantor may,
at its option, by a Resolution, fix in advance a record date for the
determination of holders entitled to give such demand, request, notice, consent,
or waiver or to take such other action, but the Issuer or the Guarantor shall
have no obligation to do so. If such a record date is fixed, such demand,
request, notice, consent, waiver or such other action may be given before or
after the record date, but only the Securityholders of record at the close of


                                      -49-
<PAGE>
business on the record date shall be deemed to be holders for the purposes of
determining whether holders of the requisite percentage of Securities
Outstanding have authorized or agreed or consented to such demand, request,
notice, consent, waiver or taking of any other action, and for that purpose the
Securities Outstanding shall be computed as of the record date; provided, that
no such demand, request, notice, consent, waiver or taking of any other action
by the holders on the record date 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.

      SECTION 6.2 PROOF OF EXECUTION BY SECURITYHOLDERS. Subject to the
requirements of the Trust Indenture Act of 1939 and Sections 5.1 and 6.11, proof
of the execution of any instrument by a Securityholder or his or her agent or
proxy shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The ownership of Securities shall be proved by the
Register or by a certificate of the Person designated by the Issuer or the
Guarantor to keep the Register and to act as repository in accordance with the
provisions of Section 2.10.

      The record of any Securityholders' meeting shall be proved in the manner
provided in Section 6.12.

      SECTION 6.3 HOLDERS TO BE TREATED AS OWNERS. The Issuer, the Guarantor,
the Trustee and any agent of the Issuer, the Guarantor or the Trustee may deem
and treat the Person in whose name any Security shall be registered in the
Register for such series as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or an account of
the principal of and, subject to the provisions of this Indenture, interest, if
any, on such Security and for all other purposes (other than for the
determination of Additional Amounts payable); and the Issuer, the Guarantor, the
Trustee and any agent of the Issuer or the Trustee shall not be affected by any
notice to the contrary. All such payments so made to any such Person, or upon
his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Security.

      SECTION 6.4 SECURITIES OWNED BY ISSUER OR GUARANTOR DEEMED NOT
OUTSTANDING. In determining whether the holders of the requisite aggregate
principal amount of Outstanding Securities of any or all series have concurred
in any demand, request, notice, direction, consent or waiver under this
Indenture, Securities which are owned by the Issuer, the Guarantor or any other
obligor on the Securities with respect to which such determination is being made
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer, the Guarantor or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such demand, request, notice,
direction, consent or waiver only Securities which a Responsible Officer of the
Trustee knows are so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding for purposes of
this Section 6.4 if the pledgee establishes to the satisfaction of the Trustee
the pledgee's right so to act with respect to such Securities and that the
pledgee is not the Issuer, the Guarantor or any other obligor upon the


                                      -50-
<PAGE>
Securities or any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer, the Guarantor or any
other obligor on the Securities. In case of a dispute as to such right, the
advice of counsel shall be full protection in respect of any decision made by
the Trustee in accordance with such advice. Upon request of the Trustee, the
Issuer or the Guarantor shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Securities, if any, known by the Issuer
or the Guarantor to be owned or held by or for the account of any of the
above-described Persons; and, subject to the requirements of the Trust Indenture
Act of 1939 and Section 5.1, the Trustee shall, in the absence of manifest
error, accept such Officers' Certificate as conclusive evidence of the facts
therein set forth and of the fact that all Securities not listed therein are
Outstanding for the purpose of any such determination.

      SECTION 6.5 RIGHT OF REVOCATION OF ACTION TAKEN. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 6.1, of the
taking of any action by the holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any holder of a Security the
serial number or other distinguishing symbol of which is shown by the evidence
to be included among the serial numbers or other distinguishing symbols of the
Securities the holders of which have consented to such action may, by filing
written notice at the Corporate Trust Office and upon proof of holding as
provided in this Article, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security and of any Securities issued in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon any such Security. Any action taken by the holders of the percentage in
aggregate principal amount of the Securities of any or all series, as the case
may be, specified in this Indenture in connection with such action shall be
conclusively binding upon the Issuer, the Guarantor, the Trustee and the holders
of all the Securities affected by such action.

      SECTION 6.6 SECURITYHOLDERS' MEETINGS; PURPOSES. A meeting of holders of
Securities of any series or all series, as the case may be, may be called at any
time and from time to time pursuant to the provisions of this Article Six for
any of the following purposes:

            (1)   to give any notice to the Issuer, the Guarantor or to the
      Trustee, or to give any directions to the Trustee, or to consent to the
      waiving of any default or Event of Default hereunder and its consequences,
      or to take any other action authorized to be taken by Securityholders
      pursuant to any of the provisions of Article Four;

            (2)   to remove the Trustee and nominate a successor trustee
      pursuant to the provisions of Article Five;

            (3)   to consent to the execution of an indenture or indentures
      supplemental hereto pursuant to the provisions of Section 7.2; or

            (4)   to take any other action authorized to be taken by or on
      behalf of the holders of any specified aggregate principal amount of the
      Securities of any series or


                                      -51-
<PAGE>
      all series, as the case may be, under any other provision of this
      Indenture or under applicable law.

      SECTION 6.7 CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time call
a meeting of holders of Securities of any series or all series, as the case may
be, to take any action specified in Section 6.6, to be held at such time and at
such place in the Borough of Manhattan, The City of New York, or elsewhere, as
the Trustee shall determine. Notice of every meeting of the holders of
Securities of any series or all series, as the case may be, 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 mailed to holders of Securities of each
series affected at their addresses as they shall appear in the Register as of a
date not more than 15 days prior to the mailing of such notice. Such notice
shall be mailed not less than 20 nor more than 90 days prior to the date fixed
for the meeting.

      Any meeting of the holders of Securities of any series or all series, as
the case may be, shall be valid without notice if the holders of all Securities
of any series then Outstanding are present in person or by proxy, or, if notice
is waived before or after the meeting by the holders of all Securities of any
series outstanding, and if the Issuer, the Guarantor and the Trustee are either
present by duly authorized representatives or have, before or after the meeting,
waived notice.

      SECTION 6.8 CALL OF MEETINGS BY ISSUER, THE GUARANTOR OR SECURITYHOLDERS.
In case at any time the Issuer or the Guarantor, pursuant to a Resolution, or
the holders of at least 10% in aggregate principal amount of the Securities then
Outstanding of any or all series, as the case may be, shall have requested the
Trustee to call a meeting of the holders of Securities of such series or all
series, as the case may be, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have mailed the notice of such meeting within 20 days after receipt of such
request, then the Issuer, the Guarantor or such Securityholders, in the amount
specified above, may determine the time and the place in the Borough of
Manhattan, the City of New York, or elsewhere, for such meeting and may call
such meeting to take any action authorized in Section 6.6, by mailing notice
thereof as provided in Section 6.7.

      SECTION 6.9 QUALIFICATIONS FOR VOTING. To be entitled to vote at any
meeting of Securityholders a Person shall (a) be a holder of one or more
Securities with respect to which such meeting is being held or (b) be a Person
appointed by an instrument in writing as proxy by a holder of one or more of
such Securities. The only Persons who shall be entitled to be present or to
speak at any meeting of Securityholders shall be the Persons entitled to vote at
such meeting and their counsel and any representatives of the Trustee and its
counsel and any representatives of the Issuer or the Guarantor and their
respective counsel.

      SECTION 6.10 QUORUM; ADJOURNED MEETINGS. The Persons entitled to vote a
majority in aggregate principal amount of the Securities then Outstanding of the
relevant series or all series, as the case may be, shall constitute a quorum for
the transaction of all business specified in Section 6.6. No business shall be
transacted in the absence of a quorum (determined as provided in this Section
6.10). In the absence of a quorum within 30 minutes after the time appointed for
any such meeting, the meeting shall, if convened at the request of


                                      -52-
<PAGE>
the holders of Securities (as provided in Section 6.8), be dissolved. In any
other case, the meeting shall be adjourned for a period of not less than ten
days as determined by the chairman of the meeting. In the absence of a quorum at
any such adjourned meeting, such adjourned meeting shall be further adjourned
for a period of not less than ten days as determined by the chairman of the
meeting. Notice of the reconvening of any adjourned meeting shall be given as
provided in Section 6.7, except that such notice must be mailed not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Any holder of a Security who has executed in person or by proxy and delivered to
the Trustee an instrument in writing complying with the provisions of Section
6.2 shall be deemed to be present for the purposes of determining a quorum and
be deemed to have voted; provided that such holder of a Security shall be
considered as present or voting only with respect to the matters covered by such
instrument in writing.

      SECTION 6.11 REGULATIONS. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, 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 determine.

      The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Issuer, the Guarantor or by Securityholders as provided in Section 6.8, in which
case the Issuer, the Guarantor or the Securityholders 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 majority
vote of the holders of a majority of the principal amount of the Outstanding
Securities present at the meeting.

      Subject to the provisions of Section 6.4, at any meeting each holder of
Securities, with respect to which such meeting is being held, or such holder's
proxy shall be entitled to one vote for each U.S. $1,000 or Cdn.$1,000, as the
case may be (or if any Securities are denominated in a currency other than U.S.
dollars or Canadian dollars or in a composite currency, the equivalent of U.S.
$1,000 or Cdn.$1,000, as the case may be, in the applicable currency or
composite currency), principal amount (in the case of Original Issue Discount
Securities, such principal amount to be determined as provided in the definition
of "Outstanding" in Section 1.1) of such Securities held or represented by him
or her; provided, however, that no vote shall be cast or counted at any meeting
in respect of any such 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 other than by virtue of such Securities held by him or her
or instruments in writing as aforesaid duly designating him or her as the Person
to vote on behalf of other such Securityholders. Any meeting of holders of
Securities with respect to which a meeting was duly called pursuant to the
provisions of Section 6.7 or 6.8 may be adjourned from time to time by a
majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.

      SECTION 6.12 VOTING. The vote upon any resolution submitted to any meeting
of holders of Securities with respect to which such meeting is being held shall
be by written


                                      -53-
<PAGE>
ballots on which shall be subscribed the signatures of such holders of
Securities or of their representatives by proxy and the principal amount (in the
case of Original Issue Discount Securities, such principal amount to be
determined as provided in the definition of "Outstanding" in Section 1.1) and
number or numbers or other distinguishing symbol or symbols of such Securities
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 duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of
Securityholders 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 mailed as provided in Section 6.7. The record shall
show the principal amount of the Securities (in the case of Original Issue
Discount Securities, such principal amount to be determined as provided in the
definition of "Outstanding" in Section 1.1) voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and the duplicates shall be
delivered to the Issuer, the Guarantor and the other 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 6.13 NO DELAY OF RIGHTS BY MEETING. Nothing in this Article Six
shall be deemed or construed to authorize or permit, by reason of any call of a
meeting of Securityholders of any or all series 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 Securityholders of any or all such series under any of the provisions of
this Indenture or of the Securities.

      SECTION 6.14 WRITTEN CONSENT IN LIEU OF MEETING. The written authorization
or consent by the holders of the requisite percentage in aggregate principal
amount of Outstanding Securities of one or more series herein provided, entitled
to vote at any such meeting, evidenced as provided in Section 6.1 and filed with
the Trustee, shall be effective in lieu of a meeting of the holders of
Securities of such series, with respect to any matter provided for in this
Article Six.

                                  ARTICLE SEVEN

                             SUPPLEMENTAL INDENTURES

      SECTION 7.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS.
The Issuer and the Guarantor, when authorized by, or pursuant to Resolutions of
their respective Boards of Directors, and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act of 1939 as in force
at the date of the execution thereof) for one or more of the following purposes:



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            (a)   to convey, transfer, assign, mortgage or pledge to the Trustee
      as security for the Securities of one or more series any property or
      assets;

            (b)   to evidence the succession of another Person to the Issuer or
      the Guarantor, or successive successions, and the assumption by the
      successor Person of the covenants, agreements and obligations of the
      Issuer or the Guarantor pursuant to Article Eight;

            (c)   to add to the covenants of the Issuer or the Guarantor such
      further covenants, restrictions, conditions or provisions as the Issuer,
      the Guarantor and the Trustee shall consider to be for the benefit of the
      holders of one or more series of Securities (and if such covenants,
      restrictions, conditions or provisions are to be for the benefit of less
      than all series of Securities, stating that such covenants, restrictions,
      conditions or provisions are expressly being included solely for the
      benefit of such series) or to surrender any right or power herein
      conferred upon the Issuer or the Guarantor;

            (d)   to add additional Events of Default and to provide with
      respect thereto for any particular periods of grace after default (which
      may be shorter or longer than that allowed in the case of other defaults)
      or for immediate enforcement upon such default or for any limitation of
      the remedies available to the Trustee upon such default;

            (e)   to provide for the issuance under this Indenture of Securities
      in bearer form (including Securities registrable as to principal only)
      with or without interest coupons and to provide for exchangeability of
      such Securities with the Securities of the same series issued hereunder in
      fully registered form and to make all appropriate changes for such
      purpose;

            (f)   to cure any ambiguity or to correct or supplement any
      provision contained herein or in any supplemental indenture which may be
      defective or inconsistent with any other provision contained herein or in
      any supplemental indenture, or to change or eliminate any provision or to
      make such other provisions in regard to matters or questions arising under
      this Indenture or under any supplemental indenture as the Issuer or the
      Guarantor may deem necessary or desirable and which shall not adversely
      affect the interests of the holders of the Securities at the time
      Outstanding;

            (g)   to establish the form or terms of Securities of any series as
      permitted by Sections 2.1 and 2.5; or

            (h)   to evidence and provide for the acceptance of appointment
      hereunder by a successor trustee with respect to the Securities of one or
      more series 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 5.9.

      Upon the request of the Issuer and the Guarantor, accompanied by copies of
Resolutions of their respective Boards of Directors certified, in each case, by
the secretary or an assistant secretary or attesting secretary of the Issuer and
the Guarantor authorizing the execution of any such supplemental indenture and
Officers' Certificates of the Issuer and the Guarantor and


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<PAGE>
Opinion of Counsel meeting the requirements of Section 12.5 hereof, the Trustee
shall join with the Issuer and the Guarantor in the execution of any such
supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to (but may in its discretion) enter into any
such supplemental indenture which adversely affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise.

      Any supplemental indenture authorized by the provisions of this Section
may be executed by the Issuer, the Guarantor and the Trustee without the consent
of the holders of any of the Securities at the time Outstanding, notwithstanding
any of the provisions of Section 7.2.

      SECTION 7.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS. With
the consent (evidenced as provided in Article Six) of the holders of not less
than a majority in aggregate principal amount of the Securities of all series
affected by such supplemental indenture (all such series voting as a single
class) at the time Outstanding, the Issuer and the Guarantor, when authorized by
or pursuant to Resolutions of their respective Boards of Directors, and the
Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act of 1939 as in force at the date of execution thereof) for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights and obligations of the Issuer and the
Guarantor and the rights of the holders of the Securities of all such series;
provided that no such supplemental indenture shall (a) extend the fixed maturity
of any Security, or reduce the principal amount thereof, or reduce the rate or
change the manner of calculation of interest thereon or extend the time of
payment of interest thereon, or change any obligation of the Issuer or the
Guarantor to pay Additional Amounts pursuant to Section 3.7 or reduce any
Additional Amounts payable thereon (except as contemplated by Section 10.6), or
reduce any amount payable on redemption, or reduce the Overdue Rate thereof, or
make the principal thereof or interest thereon payable in any coin or currency
other than that provided in the Security, or reduce the amount of the principal
of an Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section 4.1 or the amount
thereof provable in bankruptcy pursuant to Section 4.2, or modify any of the
provisions of this Indenture relating to the Guarantee provided by Section 13 in
respect thereof in a manner adverse to holders of the Securities or impair, if
the Securities provide therefor, any right of repayment at the option of the
Securityholder, or impair the right of any Securityholder to institute suit for
the enforcement of any required payment in respect of any Security on or after
the fixed maturity thereof, without the consent of the holder of each Security
so affected, or (b) reduce the aforesaid percentage of Securities the consent of
the holders of which is required for any such supplemental indenture or for the
waiver of any provisions of, or Event of Default or defaults under, this
Indenture, without, in each case, the consent of the holders of each Security so
affected.

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


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<PAGE>
Indenture of the Securityholders of any other series. The preceding sentence
shall not, however, raise any inference as to whether or not a particular series
is affected by any supplemental indenture not referred to in such sentence.

      Upon the request of the Issuer and the Guarantor, accompanied by copies of
Resolutions of their respective Boards of Directors certified in each case by
the secretary or an assistant secretary or attesting secretary of the Issuer and
the Guarantor authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders
as aforesaid and other documents, if any, required by Section 6.1, the Trustee
shall join with the Issuer and the Guarantor in the execution of such
supplemental indenture unless such supplemental indenture adversely affects the
Trustee's open rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.

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

      Promptly after the execution by the Issuer, the Guarantor and the Trustee
of any supplemental indenture pursuant to the provisions of this Section 7.2,
the Issuer shall mail a notice thereof to the holders of Securities of each
series affected thereby at their addresses as they shall appear in the Register,
setting forth in general terms the substance of such supplemental indenture. Any
failure of the Issuer to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

      SECTION 7.3 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer, the Guarantor and the holders
of Securities of each series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

      SECTION 7.4 CERTAIN DOCUMENTS TO BE GIVEN TO TRUSTEE. The Trustee, subject
to the requirements of the Trust Indenture Act of 1939 and Section 5.1, may
request an Officers' Certificate and an Opinion of Counsel as a condition to
entering into any supplemental indenture pursuant to this Article Seven and the
delivery thereof to the Trustee shall constitute conclusive evidence that any
supplemental indenture to be executed pursuant to this Article Seven complies
with the requirements of this Article. Notwithstanding anything else herein
contained, the Trustee shall not be obligated to enter into any supplemental
indenture pursuant to this Article Seven which may, in the opinion of the
Trustee, adversely affect its rights, duties, liabilities, protections,
privileges, indemnities or immunities under this Indenture or otherwise.

      SECTION 7.5 NOTATION ON SECURITIES. Securities of any series authenticated
and delivered after the execution of any supplemental indenture pursuant to the
provisions of this


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<PAGE>
Article may bear a notation in form approved by the Trustee for such series as
to any matter provided for by such supplemental indenture or as to any action
taken at any such meeting. If the Issuer, the Guarantor or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee, the Guarantor and the Issuer, to any modification of
this Indenture contained in any such supplemental indenture may be prepared and
executed by the Issuer and the Guarantor, authenticated by the Trustee and
delivered in exchange for the Securities of such series then Outstanding.

                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

      SECTION 8.1 ISSUER, GUARANTOR MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

      (a)   Nothing contained in this Indenture or in any of the Securities
shall prevent any consolidation or merger of the Issuer with or into any other
Person or Persons (whether or not affiliated with the Issuer), or successive
consolidations or mergers in which the Issuer or its successor or successors
shall be a party or parties, or shall prevent any sale, conveyance, transfer or
lease of all or substantially all the property of the Issuer to any other Person
(whether or not affiliated with the Issuer) authorized to acquire and operate
the same; provided, however, the Issuer hereby covenants and agrees, that upon
any such consolidation, merger, sale, conveyance, transfer or lease, (i) the due
and punctual payment of the principal of and interest, if any, on all of the
Securities, according to their tenor and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed by the Issuer shall be expressly assumed, by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee by
the Person (if other than the Issuer) formed by such consolidation, or into
which the Issuer shall have been merged, or by the Person which shall have
acquired or leased such property and (ii) after giving effect to such
transaction, no Event of Default and no event which, after notice or lapse of
time or both, would become an Event of Default shall have occurred and be
continuing.

      (b)   Nothing contained in this Indenture or in any of the Securities
shall prevent any consolidation or merger of the Guarantor with or into any
other Person or Persons (whether or not affiliated with the Guarantor), or
successive consolidations or mergers in which the Guarantor or its successor or
successors shall be a party or parties, or shall prevent any sale, conveyance,
transfer or lease of all or substantially all the property of the Guarantor, to
any other Person (whether or not affiliated with the Guarantor) authorized to
acquire and operate the same; provided, however, the Guarantor hereby covenants
and agrees, that upon any such consolidation, merger, sale, conveyance, transfer
or lease, (i) the due and punctual performance of the Guarantees and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed by Guarantor shall be expressly assumed, by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee by the Person (if other than the Guarantor) formed by
such consolidation, or into which the Guarantor shall have been merged, or by
the Person which shall have acquired or leased such property and (ii) after
giving effect to such transaction, no Event of Default and no event which, after
notice or lapse of time or both, would become an Event of Default shall have
occurred and be continuing.



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<PAGE>
      SECTION 8.2 SUCCESSOR PERSON TO BE SUBSTITUTED. (a) In case of any
consolidation, merger, sale, conveyance, transfer or lease referred to in
Section 8.1 and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of, the due and punctual payment of the principal of and interest, if
any, on all of the Securities by the Issuer or the due and punctual performance
of the Guarantees by the Guarantor and the due and punctual performance of all
of the covenants and conditions of this Indenture to be performed by the Issuer
or the Guarantor, such successor Person shall succeed to and be substituted for
the Issuer or the Guarantor with the same effect as if it had been named herein
as the party of the first part. Such changes in phraseology and form (but not in
substance) may be made in the Securities thereafter to be issued as may be
appropriate.

      (b)   In the case of a successor Person to the Issuer, such successor
Person thereupon may cause to be signed, and may issue either in its own name or
in the name of the Issuer, any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Issuer and delivered to the
Trustee; and, upon the order of such successor Person instead of the Issuer and
subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Securities
which previously shall have been signed and delivered by the officers of the
Issuer to the Trustee for authentication, and any Securities which such
successor Person thereafter shall cause to be signed and delivered to the
Trustee for that purpose. In the case of a successor Person to the Guarantor,
such successor Person thereupon may cause to be signed and may have noted or
endorsed on the Securities in its own name or in the name of the Guarantor, any
or all of the Guarantees provided for hereunder which theretofore shall not have
been signed by the Guarantor and delivered to the Trustee; and, upon the order
of such successor Person instead of the Guarantor and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities with the Guarantee noted or
endorsed thereon which previously shall have been signed and delivered by the
officers of the Issuer and the Guarantor to the Trustee for authentication and
any Securities with the Guarantee noted or endorsed thereon which such successor
Person shall cause to be signed and delivered to the Trustee for that purpose.
All the Securities (with the Guarantee noted or enclosed thereon) so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Securities theretofore or thereafter issued in accordance with the terms
of this Indenture as though all of such Securities had been issued at the date
of the execution hereof. In the event of any such sale, conveyance or transfer,
but not any such lease, the Issuer or the Guarantor or any successor Person
which shall theretofore have become such in the manner described in this Article
Eight shall be discharged from all obligations and covenants under this
Indenture and the Securities and the Guarantees and may be dissolved and
liquidated.

      SECTION 8.3 OPINION OF COUNSEL AND OFFICERS' CERTIFICATE TO BE GIVEN TO
TRUSTEE. The Trustee, subject to the requirements of the Trust Indenture Act of
1939 and Section 5.1, may require delivery of an Opinion of Counsel and
respective Officers' Certificates of the Issuer and the Guarantor as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or
lease complies with the provisions of this Article Eight.



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                                  ARTICLE NINE

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

      SECTION 9.1 SATISFACTION AND DISCHARGE OF INDENTURE. If at any time (a)
the Issuer shall have paid or caused to be paid the principal of and interest on
all the Securities of any particular series Outstanding hereunder (other than
Securities which have been mutilated, defaced, destroyed, lost or stolen and
which have been replaced or paid as provided in Section 2.11 or in lieu of or in
substitution for which other Securities shall have been authenticated and
delivered) as and when the same shall have become due and payable, or (b) if the
Issuer has delivered to the Trustee for cancellation all Securities of such
series theretofore authenticated (other than any Securities of such series which
shall have been mutilated, defaced, destroyed, lost or stolen and which shall
have been replaced or paid as provided in Section 2.11 or in lieu of or in
substitution for which other Securities shall have been authenticated and
delivered) and not theretofore canceled, or (c)(i) all the Securities of such
series not theretofore canceled or delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and
payable within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption,
and (ii) the Issuer shall have irrevocably deposited or caused to be deposited
with the Trustee as trust funds the entire amount in cash (other than moneys
repaid by the Trustee or any paying agent to the Issuer in accordance with
Section 9.4) sufficient to pay at maturity or upon redemption all Securities of
such series not theretofore delivered to the Trustee for cancellation (other
than any Securities of such series which shall have been mutilated, defaced,
destroyed, lost or stolen which have been replaced or paid as provided in
Section 2.11 or in lieu of or in substitution for which other Securities shall
have been authenticated and delivered), including principal and interest, if
any, due or to become due to such date of maturity or the date fixed for
redemption, as the case may be, and if, in any such case, the Issuer shall also
pay or make arrangements satisfactory in the reasonable opinion of the Trustee
for the payment thereof all other sums payable hereunder by the Issuer with
respect to Securities of such series, then this Indenture shall cease to be of
further effect with respect to Securities of such series (except as to (i)
rights of registration of transfer and exchange, and the Issuer's right of
optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Securities, (iii) rights of Securityholders to receive payments of
principal thereof and interest, if any, thereon, and remaining rights of the
Securityholders to receive mandatory sinking fund payments, if any, (iv) the
rights, obligations and immunities of the Trustee hereunder, including its
rights under Section 5.5 and (v) the rights of the Securityholders of such
series as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them), and the Trustee, on demand of the
Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at
the cost and expense of the Issuer, shall execute proper instruments
acknowledging such satisfaction of and discharging this Indenture with respect
to such series.

      SECTION 9.2 APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF
SECURITIES. Subject to Section 9.4, all moneys deposited with the Trustee
pursuant to Section 9.1 shall be held in trust and applied by it to the payment,
either directly or through any paying agent (including the Issuer acting as its
own, or the Guarantor acting as, paying agent), to the holders of the particular
Securities of such series for the payment or redemption of which such moneys
have been deposited with the Trustee, of all sums due and to become due thereon
for principal and interest, if any.



                                      -60-
<PAGE>
      SECTION 9.3 REPAYMENT OF MONEYS HELD BY PAYING AGENT. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of
any series, all moneys then held by any paying agent, other than the Trustee,
under the provisions of this Indenture with respect to such series of Securities
shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys.

      SECTION 9.4 RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT UNCLAIMED
FOR TWO YEARS. Any moneys deposited with or paid to the Trustee or any paying
agent for the payment of the principal of or interest, if any, on any Security
of any series and not applied but remaining unclaimed for two years after the
date upon which such principal, premium or interest, as the case may be, shall
have become due and payable, shall, upon the written request of the Issuer and
unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for
such series or such paying agent, and the holder of such Security of such series
shall, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property laws, thereafter look only to the Issuer for
any payment which such holder may be entitled to collect.

                                   ARTICLE TEN

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

      SECTION 10.1 APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity and to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 2.5 for
Securities of such series.

      SECTION 10.2 NOTICE OF REDEMPTION; SELECTION OF SECURITIES. In case the
Issuer shall desire to exercise any right to redeem all or any part of the
Securities of any series in accordance with their terms, the Issuer shall fix a
date for redemption and the Issuer, or at the request and at the expense of the
Issuer, the Trustee shall mail a notice of such redemption, at least 30 days and
not more than 60 days prior to the date fixed for redemption, to the holders of
Securities of such series so to be redeemed in whole or in part at their last
addresses as they shall appear in the Register. Any notice which is mailed in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the holder receives the notice. Failure to give notice by
mail, or any defect in the notice, to the holder of any Security of a series
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any other Security of such series.

      The notice of redemption to each such holder shall specify the date fixed
for redemption, the redemption price, the place or places of payment, that
payment will be made upon presentation and surrender of such Securities, that
any interest accrued to the date fixed for redemption will be paid as specified
in such notice and that on and after said date any interest thereon or on the
portions thereof to be redeemed will cease to accrue. If less than all of the
Outstanding Securities of a series are to be redeemed, the notice of redemption
shall specify the number or numbers or distinguishing symbol or symbols of the
Securities to be redeemed. In case


                                      -61-
<PAGE>
any Security of a series is to be redeemed in part, only the notice of
redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon
surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

      Prior to the redemption date specified in the notice of redemption given
as provided in this Section, the Issuer will deposit with the Trustee or with
one or more paying agents (or, if the Issuer is acting as its own paying agent,
segregate and hold in trust as required by the Trust Indenture Act of 1939) an
amount of money (in the currency or units of currency in which the Securities so
called for redemption are denominated or an appropriate equivalent thereof)
sufficient to redeem on the redemption date all the Securities of such series or
portions thereof so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption. If less than
all the Outstanding Securities of a series are to be redeemed (or less than the
full principal amount of each Security in such series is to be redeemed), the
Issuer will deliver to the Trustee at least 60 days prior to the date fixed for
redemption (or such shorter period if acceptable to the Trustee) an Officers'
Certificate stating the aggregate principal amount of Securities to be redeemed
and, if the Trustee is not acting as the repository of the Register for such
series, a current list of all Outstanding Securities of such series.

      If less than all the Outstanding Securities of a series are to be
redeemed, the Trustee shall select, in such manner as it shall deem appropriate
and fair, Securities of such series to be redeemed in whole or in part. Except
as otherwise specified for Securities of a particular series pursuant to Section
2.5, Securities may be redeemed in part in amounts equal to the minimum
authorized denomination for Securities of such series or any multiple thereof.
The Trustee shall promptly notify the Issuer in writing of the Securities of
such series selected for redemption and, in the case of any Securities of such
series 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 of any series shall
relate, in the case of any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security which has been or is to be
redeemed.

      SECTION 10.3 PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice of
redemption has been given as provided in Section 10.2 above, the Securities or
portions of Securities specified in such notice shall become due and payable on
the date and at the place or places stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption, and on and after said date (unless the Issuer shall default in the
payment of such Securities or portions thereof at the redemption price, together
with interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue and, except as
provided in Sections 5.4 and 9.4, such Securities shall cease from and after the
date fixed for redemption to be entitled to any benefit or security under this
Indenture, and the holders of such Securities shall have no right in respect of
such Securities except the right to receive the redemption price thereof and
unpaid interest to the date fixed for redemption. On presentation and surrender
of such Securities at a place of payment specified in said notice, said
Securities or the specified portions thereof shall be paid and redeemed by the
Issuer at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption;


                                      -62-
<PAGE>
provided that if the date fixed for redemption is an interest payment date, the
interest due on that date shall be payable to the holders of such Securities
registered as such on the relevant record date according to their terms.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal thereof so to be redeemed shall, until
paid or duly provided for, bear interest from the date fixed for redemption at
the Overdue Rate applicable to such series.

      Upon presentation of any Security redeemed in part only, the Issuer shall
execute, the Guarantor shall note or endorse the Guarantee thereon and the
Trustee shall authenticate and deliver to or on the order of the holder thereof,
at the expense of the Issuer, a new Security or Securities of such series, of
authorized denominations, in principal amount equal to the unredeemed portion of
the Security so presented.

      SECTION 10.4 EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR
SELECTION FOR REDEMPTION. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number or other distinguishing symbol in a written statement signed by an
authorized officer of the Issuer and delivered to the Trustee at least 10 days
prior to the date on which Securities are to be selected for redemption as being
owned of record and beneficially by, and not pledged or hypothecated by, either
(a) the Issuer or (b) an entity specifically identified in such written
statement directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer.

      SECTION 10.5 MANDATORY AND OPTIONAL SINKING FUNDS. 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 any
series is herein referred to as an "optional sinking fund payment". The date on
which a sinking fund payment is to be made is herein referred to as the "sinking
fund payment date".

      In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.12, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit for
Securities of such series (not previously so credited) redeemed by the Issuer
through any optional redemption provision contained in the terms of such series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities, and the
amount of such mandatory sinking fund payment shall be reduced accordingly.

      On or before the sixtieth day next preceding each sinking fund payment
date for any series of Securities, the Issuer will deliver to the Trustee a
certificate of the Issuer (which need not contain the statements required by the
Trust Indenture Act of 1939) signed by an officer of the Issuer who is one of
the officers authorized to sign an Officers' Certificate (a) specifying


                                      -63-
<PAGE>
the portion, if any, of the mandatory sinking fund payment to be satisfied by
payment of cash and the portion, if any, to be satisfied by credit of Securities
of such series, (b) stating that none of such Securities has theretofore been so
credited, (c) stating that no Event of Default with respect to such series has
occurred (which has not been waived or cured) and is continuing, and (d) stating
whether or not the Issuer intends to exercise its right to make an optional
sinking fund payment with respect to such series and, if so, specifying the
amount of such optional sinking fund payment which the Issuer intends to pay on
or before the next succeeding sinking fund payment date. Any Securities of such
series to be credited and required to be delivered to the Trustee in order for
the Issuer to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.12 to the Trustee with such certificate. Such certificate
shall be irrevocable and upon its receipt by the Trustee, the Issuer shall
become obligated to make all the cash payments or payments therein referred to,
if any (which cash may be deposited with the Trustee or with one or more paying
agents, or, if the Issuer is acting as its own paying agent, segregated and held
in trust as required by the Trust Indenture Act of 1939), on or before the next
succeeding sinking fund payment date. Failure of the Issuer, on or before any
such sixtieth day, to deliver such certificate and securities specified in this
paragraph, if any, shall not constitute a default but shall constitute, on and
as of such date, the irrevocable election of the Issuer (i) that the mandatory
sinking fund payment for such series due on the next succeeding sinking fund
payment date shall be paid entirely in cash without the option to deliver or
credit Securities of such series in respect thereof, and (ii) that the Issuer
will make no optional sinking fund payment with respect to such series as
provided in this Section.

      If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed U.S.
$100,000 in respect of Securities issued in the United States or Cdn.$100,000 in
respect of Securities issued in Canada or, if payments on Securities of such
series are to be made in a currency other than U.S. dollars or Canadian dollars
or in units or composites of two or more currencies, the equivalent thereof in
the relevant currency or unit or composite currency (or such other amount as is
specified for a particular series of Securities pursuant to Section 2.5), or a
lesser sum if the Issuer shall so request, with respect to the Securities of any
particular series, such cash shall be applied by the Trustee (or by the Issuer
or the Guarantor if the Issuer or the Guarantor is acting as paying agent) on
the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the next sinking fund payment
date following the date of such payment) to the redemption of such Securities at
the sinking fund redemption price specified in such Securities for operation of
the sinking fund together with accrued interest, if any, to the date fixed for
redemption. If such amount shall be U.S. $100,000 in respect of Securities
issued in the United States or Cdn.$100,000 in respect of Securities issued in
Canada or if payments on Securities of such series are to be made in a currency
other than U.S. dollars or Canadian dollars, as the case may be, or in units or
composites of two or more currencies, the equivalent thereof in the relevant
currency or unit or composite currency (or such other amount as is specified for
the particular series pursuant to Section 2.5), or less and the Issuer makes no
such request then it shall be carried over until a sum in excess of U.S.
$100,000 in respect of Securities issued in the United States or Cdn.$100,000 in
respect of Securities issued in Canada, or the equivalent thereof in the
relevant currency or unit or composite currency, is available.



                                      -64-
<PAGE>
      The Trustee shall select, in the manner provided in Section 10.2, for
redemption on such sinking fund payment date Securities of such series to absorb
said cash, as nearly as may be, and shall (if requested in writing by the
Issuer) inform the Issuer of the serial numbers or other distinguishing symbols
of the Securities of such series (or portions thereof) so selected. If the
Trustee shall be required to select Securities of any series for the sinking
fund and is not acting as repository of the Register for such series, at least
60 days prior to the sinking fund payment date, the Issuer shall furnish to the
Trustee a current list of all Outstanding Securities of such series. Securities
of any series which are (a) owned by the Issuer or an entity known by the
Trustee to be directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer, as shown by the Register, and
not known to the Trustee to have been pledged or hypothecated by the Issuer or
any such entity, or (b) identified in an Officers' Certificate at least 60 days
prior to the sinking fund payment date as being beneficially owned by, and not
pledged or hypothecated by, the Issuer or an entity directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer, shall be excluded from Securities of such series eligible for selection
for redemption. The Trustee, in the name and at the expense of the Issuer (or
the Issuer, if it shall so request the Trustee in writing) shall cause notice of
redemption of the Securities of such series to be given in substantially the
manner provided in Section 10.2, except that the notice of redemption shall also
state that the Securities are being redeemed by operation of the sinking fund
(and with the effect provided in Section 10.3) for the redemption of Securities
of such series in part at the option of the Issuer. The amount of any sinking
fund payments not so applied or allocated by the Trustee (or by the Issuer if
the Issuer is acting as its own paying agent) to the redemption of Securities of
such series shall be added to the next cash sinking fund payment received by the
Trustee (or if the Issuer is acting as its own paying agent, segregated and held
in trust as required by the Trust Indenture Act of 1939) for such series and,
together with such payment (or such amount so segregated), shall be applied in
accordance with the provisions of this Section 10.5. Any and all sinking fund
moneys held by the Trustee (or if the Issuer is acting as its own paying agent,
segregated and held in trust as required by the Trust Indenture Act of 1939) on
the stated maturity date of the Securities of any particular series (or earlier,
if such maturity is accelerated), which are not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Issuer or the Guarantor if the Issuer or the Guarantor is
acting as paying agent), together with other moneys, if necessary, sufficient
for the purpose, to the payment of the principal of, and interest on, the
Securities of such series at maturity.

      On or before each sinking fund payment date, the Issuer shall pay to the
Trustee in cash (or if the Issuer is acting as its own paying agent will
segregate and hold in trust as required by the Trust Indenture Act of 1939) or
shall otherwise provide for the payment of all interest accrued to the date
fixed for redemption on Securities (or portions thereof) to be redeemed on such
sinking fund payment date.

      Neither the Issuer nor the Trustee shall redeem or cause to be redeemed
any Securities of a series with sinking fund moneys or mail any notice of
redemption of Securities for such series by operation of the sinking fund during
the continuance of a default in payment of interest, if any, on such Securities
or of any Event of Default (other than an Event of Default occurring as a
consequence of this paragraph, with respect to such Securities) except that,
where the mailing of notice of redemption of any Securities shall theretofore
have been made,


                                      -65-
<PAGE>
the Trustee (or the Issuer or the Guarantor if the Issuer or the Guarantor is
acting as paying agent) shall redeem or cause to be redeemed such Securities,
provided that it shall have received from the Issuer (or the Issuer shall have
segregated) a sum sufficient for such redemption. Except as aforesaid, any
moneys in the sinking fund for such series at the time when any such default or
Event of Default shall occur, and any moneys thereafter paid into the sinking
fund, shall, during the continuance of such default or Event of Default, be
deemed to have been collected under Article Four and held for the payment of all
such Securities. Notwithstanding anything in the foregoing to the contrary, in
case such default or Event of Default shall have been waived as provided in
Section 4.9 or the default or Event of Default cured on or before the sixtieth
day preceding the sinking fund payment date in any year, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section 10.5 to the redemption of such Securities.

      SECTION 10.6 REDEMPTION FOR TAX REASONS. If, with respect to Securities of
any series it is specified pursuant to Section 2.5 that Section 3.7 and this
Section 10.6 shall be applicable to Securities of such series, at any time after
the date of issuance of Securities of such series pursuant to this Indenture, as
a result of any change in, or amendment to, the laws, including any regulations
or rulings promulgated thereunder, of Canada or any political subdivision
thereof or any authority therein or thereof having power to tax or as a result
of any change, amendment or application or interpretation of such laws, where
the amendment or change becomes effective on or after the date on which the
underwriting, subscription, distribution, or similar agreement (an "Issuance
Agreement") is executed for such series of Securities and if no such Issuance
Agreement is executed, the date on which such series of Securities are first
offered for sale, or which proposal is made after such date, or as a result of
any action taken by any taxing authority of Canada which action is taken or
becomes generally known after such date, or any commencement of a proceeding in
a court of competent jurisdiction in Canada after such date, whether or not such
action was or such proceeding was brought with respect to the Issuer, the Issuer
becomes, or will become, obligated to pay any Additional Amounts with respect to
Securities of such series, then the Securities of such series will be redeemable
as a whole (but not in part), at the option of the Issuer, at any time upon not
less than thirty (30) nor more than sixty (60) days' notice given to the holders
at their principal amount together with accrued interest thereon (and any
Additional Amounts payable with respect thereto) to the date fixed for
redemption (the "Tax Redemption Date"). The Issuer will also pay to the holders
of Securities of such series on the Tax Redemption Date any Additional Amount
which would otherwise be payable. In order to effect a redemption of Securities
of any such series as described in this Section 10.6, the Issuer shall deliver
to the Trustee at least forty-five (45) days prior to the Tax Redemption Date:
(i) a written notice stating that the Securities of such series are to be
redeemed as a whole, specifying the redemption date and other pertinent
information and (ii) an Opinion of Counsel to the effect that the Issuer has or
will become obligated to pay Additional Amounts as a result of any such change
or amendment. No notice of redemption may be given earlier than ninety (90) days
prior to the earliest date on which the Issuer would be obligated to pay such
Additional Amounts were a payment in respect of the Securities of such series
then due. The notice shall additionally specify the Tax Redemption Date and all
other information necessary to the mailing by the Trustee of notices of such
redemption. The Trustee shall be entitled to rely conclusively upon the
information so furnished by the Issuer in such notice and shall be under no duty
to check the accuracy or completeness thereof. Such notice shall be irrevocable
and upon its delivery


                                      -66-
<PAGE>
the Issuer shall be obligated to make the payment or payments referred to
therein to the Trustee.

                                 ARTICLE ELEVEN

                       DEFEASANCE AND COVENANT DEFEASANCE

      SECTION 11.1 APPLICABILITY OF ARTICLE; ISSUER'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. The Issuer may at its option, by or pursuant
to a Resolution, at any time, with respect to the Securities of any series elect
to have either Section 11.2 or Section 11.3 be applied to the Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article Eleven.

      SECTION 11.2 DEFEASANCE AND DISCHARGE. Upon the Issuer's exercise of the
above option applicable to this Section, each of the Issuer and the Guarantor
shall be deemed to have been discharged from its respective obligations with
respect to the Outstanding Securities of such series and under the Guarantee in
respect thereof, on the date the conditions set forth in Section 11.4 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Issuer and the Guarantor shall be deemed to have paid and discharged
the entire indebtedness represented by the Outstanding Securities of such series
and under the Guarantee in respect thereof, and to have satisfied all of their
respective obligations under such Securities, the Guarantee in respect thereof
and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Issuer and the Guarantor, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (a) the rights of holders of
Outstanding Securities of such series and under the Guarantee in respect
thereof, to receive, solely from the trust fund described in Section 11.4 and as
more fully set forth in such Section, payments in respect of the principal of
and interest on such Securities when such payments are due, (b) the Issuer's and
the Guarantor's obligations with respect to such Securities under Sections 2.10,
2.11, 2.13, 3.2 and 3.3, (c) the rights, powers, trusts, duties, and immunities
of the Trustee under Sections 2.11, 2.12, 2.13, 4.3, 5.5 and Article 9, and
otherwise the duty of the Trustee to authenticate Securities of such series
issued on registration of transfer or exchange and (d) this Article Eleven.
Subject to compliance with this Article Eleven, the Issuer may exercise its
option under this Section 11.2 notwithstanding the prior exercise of its option
under Section 11.3 with respect to the Securities of such series.

      SECTION 11.3 COVENANT DEFEASANCE. Upon the Issuer's exercise of the above
option applicable to this Section, the Issuer and the Guarantor shall be
released from their respective obligations under Section 3.4 and Section 4.1 (c)
with respect to the Outstanding Securities of such series and under the
Guarantee in respect thereof, on and after the date the conditions set forth in
Section 11.4 are satisfied (hereinafter, "covenant defeasance"). For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities of such series, the Issuer 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 with respect to it, whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.



                                      -67-
<PAGE>
      SECTION 11.4 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to application of either Section 11.2 or
Section 11.3 to the Outstanding Securities of such series and the Guarantee in
respect thereof:

            (a)   the Issuer shall irrevocably have deposited or caused to be
      deposited with the Trustee (or another trustee satisfying the requirements
      of Section 5.7 who shall agree to comply with the provisions of this
      Article Eleven 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,
      (A) money in an amount, or (B) U.S. Government Obligations in respect of
      Securities issued in U.S. dollars and Canadian Government Obligations in
      respect of Securities issued in Canadian dollars 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, money in an amount, or (C) a combination
      thereof, sufficient, 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,
      (i) the principal of and each installment of principal of and interest on
      the Outstanding Securities of such series on the stated maturity of such
      principal or installment of principal or interest, and (ii) any mandatory
      sinking fund payments or analogous payments applicable to the Outstanding
      Securities of such series on the day on which such payments are due and
      payable in accordance with the terms of this Indenture and of such
      Securities. For this purpose, "U.S. Government Obligations" means
      securities that are (x) direct obligations of the United States of America
      for the payment of which its full faith and credit is pledged or (y)
      obligations of a Person controlled or supervised by and acting as an
      agency or instrumentality of the United States of America the payment of
      which is unconditionally guaranteed, as a full faith and credit obligation
      by the United States of America, which, in either case, are not callable
      or redeemable at the option of the issuer thereof, and shall also include
      a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
      the Securities Act) as custodian with respect to any such U.S. Government
      Obligation or a specific payment of principal of or interest on any such
      U.S. Government Obligation held by such custodian for the account of the
      holder of such depositary receipt, provided that (except as required by
      law) such custodian is not authorized to make any deduction from the
      amount payable to the holder of such depositary receipt from any amount
      received by the custodian in respect of the U.S. Government Obligation or
      the specific payment of principal of or interest on the U.S. Government
      Obligation evidenced by such depositary receipt.

            For this purpose, "Canadian Government Obligations" means securities
      that are (x) direct obligations of the Government of Canada for the
      payment of which its full faith and credit is pledged or (y) obligations
      of the Person acting as an agency or instrumentality of the Government of
      Canada, the payment of which is unconditionally guaranteed, as a full
      faith and credit obligation by the Government of Canada or (z) the direct
      obligations of any Province of Canada for the payment of which such
      Province's full faith and credit is pledged, which, in any case, are not
      callable or redeemable at the option of the issuer thereof.



                                      -68-
<PAGE>
            (b)   No Event of Default or event which with notice or lapse of
      time or both would become an Event of Default with respect to the
      Securities of such series shall have occurred and be continuing on the
      date of such deposit.

            (c)   Such defeasance or covenant defeasance shall not cause the
      Trustee for the Securities of such series to have a conflicting interest
      for purposes of the Trust Indenture Act of 1939 with respect to any
      securities of the Issuer or the Guarantor.

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

            (e)   Such defeasance or covenant defeasance shall not cause any
      Securities of such series then listed on any registered national
      securities exchange under the Exchange Act, as amended, or any other stock
      exchange located in Canada, as applicable, to be delisted.

            (f)   In the case of an election under Section 11.2 with respect to
      Securities issued in the United States, the Issuer shall have delivered to
      the Trustee an Opinion of Counsel stating that (x) the Issuer has received
      from, or there has been published by, the Internal Revenue Service a
      ruling, or (y) since the date of this Indenture there has been a change in
      the applicable Federal income tax law, in either case to the effect that,
      and based thereon such opinion shall confirm that, the holders of the
      Outstanding Securities of such series will not recognize income, gain or
      loss for Federal income tax purposes as a result of such defeasance and
      will be subject to Federal income tax on the same amounts, in the same
      manner and at the same times as would have been the case if such
      defeasance had not occurred.

            In the case of an election under Section 11.2 with respect to
      Securities issued in Canada, the Issuer shall have delivered to the
      Trustee an Opinion of Counsel in Canada and/or a ruling of the Canada
      Customs and Revenue Agency to the effect that the holders of the
      Outstanding Securities of such series will not recognize income, gain or
      loss for Canadian federal or provincial income or other tax purposes as a
      result of such defeasance and will be subject to Canadian federal or
      provincial income or other tax on the same amounts, in the same manner and
      at the same time as would have been the case if such defeasance had not
      occurred (for purposes of such Opinion of Counsel, such Canadian counsel
      shall assume that holders of Securities include holders who are not
      resident of Canada).

            (g)   In the case of an election under Section 11.3 with respect to
      Securities issued in the United States, the Issuer shall have delivered to
      the Trustee an Opinion of Counsel to the effect that the holders of the
      Outstanding Securities of such series will not recognize income, gain or
      loss for Federal income tax purposes as a result of such covenant
      defeasance and will be subject to Federal income tax on the same amounts,
      in the same manner and at the same times as would have been the case if
      such covenant defeasance had not occurred.



                                      -69-
<PAGE>
            In the case of an election under Section 11.3 with respect to
      Securities issued in Canada, the Issuer shall have delivered to the
      Trustee an Opinion of Counsel in Canada to the effect that the holders of
      the Outstanding Securities of such series will not recognize income, gain
      or loss for Canadian federal or provincial or other income tax purposes as
      a result of such covenant defeasance and will be subject to federal income
      tax on the same amounts, in the same manner and at the same times as would
      have been the case if such covenant defeasance had not occurred (for
      purposes of such Opinion of Counsel, such Canadian counsel shall assume
      that holders of Securities include holders who are not resident of
      Canada).

            (h)   The Issuer shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for relating to either the defeasance under Section
      11.2 or the covenant defeasance under Section 11.3 (as the case may be)
      have been complied with, and shall have paid (or made arrangements
      satisfactory to the Trustee for the payment thereof) all amounts payable
      to the Trustee hereunder which have accrued or will accrue until the
      Securities have been paid in full.

      SECTION 11.5 DEPOSITED MONEY, U.S. GOVERNMENT OBLIGATIONS AND CANADIAN
GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.
Subject to the provisions of Section 9.4, all money and U.S. Government
Obligations and Canadian Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee -- collectively, for
purposes of this Section 11.5, the "Trustee") pursuant to Section 11.4 in
respect of the Outstanding Securities of such series shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any paying agent
(including the Issuer or the Guarantor acting as its own paying agent) as the
Trustee may determine, to the holders of such Securities, of all sums due and to
become due thereon in respect of principal and interest, but such money need not
be segregated from other funds except to the extent required by law.

      The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations or
Canadian Government Obligations deposited pursuant to Section 11.4 or the
principal and 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 the
Outstanding Securities of such series.

      Anything in this Article Eleven to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon the Issuer's
request any money or U.S. Government Obligations or Canadian Government
Obligations held by it as provided in Section 11.4 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 an
equivalent defeasance or covenant defeasance.



                                      -70-
<PAGE>
                                 ARTICLE TWELVE

                            MISCELLANEOUS PROVISIONS

      SECTION 12.1 INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF ISSUER
AND GUARANTOR EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
official or director, as such, of the Issuer, the Guarantor or of any of their
respective successors, either directly or through the Issuer, the Guarantor or
of any of their respective successors, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities by the holders thereof and as
part of the consideration for the issue of the Securities.

      SECTION 12.2 PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND
SECURITYHOLDERS. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any Person, firm or corporation,
other than the parties hereto and their successors and assigns and the holders
of the Securities, any legal or equitable right, remedy or claim under this
Indenture or under any covenant, condition or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties hereto
and their successors and of the holders of the Securities.

      SECTION 12.3 SUCCESSORS AND ASSIGNS OF ISSUER AND GUARANTOR BOUND BY
INDENTURE. All the covenants, stipulations, promises and agreements contained in
this Indenture by the Issuer and Guarantor shall bind their respective
successors and assigns, whether so expressed or not.

      SECTION 12.4 NOTICES AND DEMANDS ON ISSUER, GUARANTOR, TRUSTEE AND
SECURITYHOLDERS. Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the holders
of Securities to or on the Issuer or the Guarantor may be given or served by
being deposited postage prepaid, first-class mail, in a post office letter box
(except as otherwise specifically provided herein) addressed (until another
address of the Issuer is furnished by the Issuer or the Guarantor to the
Trustee) to Textron Financial Corporation, or Textron Financial Canada Funding
Corp., as the case may be, in each case to 40 Westminster Street, P.O. Box 6687,
Providence, Rhode Island 02940-6687, Attention: Treasurer and General Counsel.
Any notice, direction, request or demand by the Issuer, the Guarantor or any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the Corporate
Trust Office.

      Where this Indenture provides for notice to Securityholders, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to each Securityholder entitled
thereto, at such Securityholder's last address as it appears in the Register,
except as otherwise specified pursuant to Section 2.5 with respect to Securities
of any series. In any case where notice to Securityholders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any


                                      -71-
<PAGE>
particular Securityholder shall affect the sufficiency of such notice with
respect to other Securityholders. 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 Securityholders 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. Notwithstanding
anything to the contrary elsewhere in this Indenture as to the giving of notice,
any other form of written notice is sufficient, if received.

      In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer, the Guarantor,
the Trustee or Securityholders when such notice is required to be given pursuant
to any provision of this Indenture, then notwithstanding anything to the
contrary elsewhere in this Indenture as to the giving of notice, any manner of
giving such notice as shall be satisfactory to the Trustee shall be deemed to be
a sufficient giving of such notice.

      SECTION 12.5 OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO
BE CONTAINED THEREIN. Except as otherwise expressly provided in this Indenture,
upon any application or demand by the Issuer or the Guarantor to the Trustee to
take any action under any of the provisions of this Indenture, the Issuer or the
Guarantor 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 have been complied
with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

      Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (a) a statement that the Person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with, and (d) a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been complied with.

      Any certificate, statement or opinion of an officer of the Issuer or the
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such officer
knows that the certificate or opinion or representations with respect to the
matters upon which his or her certificate, statement or opinion may be based as
aforesaid are erroneous. Any certificate, statement or Opinion of Counsel may be
based, insofar as it relates to factual matters or information in the possession
of the Issuer or the Guarantor, upon the certificate, statement or opinion of or
representations by an officer or officers of the Issuer or the Guarantor, unless
such counsel knows that the certificate, statement or opinion or


                                      -72-
<PAGE>
representations with respect to the matters upon which his or her certificate,
statement or opinion may be based as aforesaid are erroneous.

      Any certificate, statement or opinion of an officer of the Issuer, the
Guarantor or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant or
firm of accountants in the employ of the Issuer or the Guarantor, unless such
officer or counsel, as the case may be, knows that the certificate or opinion or
representations with respect to the accounting matters upon which his or her
certificate, statement or opinion may be based as aforesaid are erroneous.

      Any certificate or opinion of any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.

      All such certificates, statements or opinions shall otherwise be in form
and substance reasonably satisfactory to the Trustee.

      SECTION 12.6 OFFICIAL ACTS BY SUCCESSOR ENTITY. Any act or proceeding by
any provision of this Indenture authorized or required to be done or performed
by any board, committee or officer of the Issuer or the Guarantor shall and may
be done and performed with like force and effect by the like board, committee or
officer of any entity that shall at the time be the lawful sole successor of the
Issuer or the Guarantor.

      SECTION 12.7 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND LEGAL HOLIDAYS. Except
as otherwise specified pursuant to Section 2.5, if the date of maturity of
interest on or principal of the Securities of any series or the date fixed for
redemption or repayment of any such Security shall not be a Business Day, then
payment of such interest, if any, or principal need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date of maturity or the date fixed for redemption or
repayment, and no interest shall accrue for the period from and after such date.

      SECTION 12.8 NEW YORK LAW TO GOVERN. This Indenture and each Security
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to conflict of law principles.

      SECTION 12.9 COUNTERPARTS. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

      SECTION 12.10 EFFECT OF HEADINGS. The Article and Section headings herein
and the Table of Contents are for convenience of reference only, are not to be
considered a part hereof and shall not affect the construction hereof.

      SECTION 12.11 CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act of
1939 that is required under such Act to be a part of and govern this Indenture,
the latter provisions shall control. If any provision of this Indenture modifies
or excludes any provision of the Trust Indenture Act of 1939 that may be so
modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or excluded, as the case may be.



                                      -73-
<PAGE>
      SECTION 12.12 SEVERABILITY. In case any provision in this Indenture or in
the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

      SECTION 12.13 JUDGMENT CURRENCY. The Company and the Guarantor each
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 premium or
interest, if any, or Additional Amounts on the Securities of any series (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 12.14 SUBMISSION TO JURISDICTION. To the extent they may do so
under applicable law, the Company and the Guarantor each agrees that any
judicial proceedings instituted in relation to any matter arising under this
Indenture, the Securities or any coupons appertaining thereto may be brought in
any United States Federal or New York State court sitting in the Borough of
Manhattan, The City of New York, New York to the extent that such court has
subject matter jurisdiction over the controversy, and, by execution and delivery
of this Indenture, the Company and the Guarantor each hereby irrevocably
accepts, generally and unconditionally, the jurisdiction of the aforesaid
courts, acknowledges their competence and irrevocably agrees to be bound by any
judgment rendered in such proceeding. The Company and the Guarantor each also
irrevocably and unconditionally waives for the benefit of the Trustee and the
holders of the Securities and coupons any immunity from jurisdiction and any
immunity from legal process (whether through service or notice, attachment prior
to judgment, attachment in the aid of execution, execution or otherwise) in
respect of this Indenture. The Company and the Guarantor each hereby irrevocably
designates and appoints for the benefit of the Trustee and the holders of the
Securities and coupons for the term of this Indenture Corporation Service
Company, [ ], as its agent to receive on its behalf service of all process (with
a copy of all such service of process to be delivered to Textron Financial
Corporation, 40 Westminster Street, Providence, Rhode Island 02940-6687,
Attention: Treasurer) brought against it with respect to any such proceeding in
any such court in The City of New York, such service being hereby acknowledged
by each of the Company and the Guarantor to be effective and binding service on
it in every respect whether or not the Company or the Guarantor, as the case may
be, shall then be doing or shall have at any


                                      -74-
<PAGE>
time done business in New York. Such appointment shall be irrevocable so long as
any of the Securities or coupons or the respective obligations of the Company
and the Guarantor hereunder remain outstanding, or until the appointment of a
successor by the Company or the Guarantor, as the case may be, and such
successor's acceptance of such appointment. Upon such acceptance, the Company or
the Guarantor, as the case may be, shall notify the Trustee of the name and
address of such successor. The Company and the Guarantor each further agrees for
the benefit of the Trustee and the holders of the Securities and the coupons to
take any and all action, including the execution and filing of any and all such
documents and instruments, as may be necessary to continue such designation and
appointment of said [ ] in full force and effect so long as any of the
Securities or coupons or the respective obligations of the Company and the
Guarantor hereunder shall be outstanding. The Trustee shall not be obligated and
shall have no responsibility with respect to any failure by the Company or the
Guarantor to take any such action. Nothing herein shall affect the right to
serve process in any other manner permitted by any law or limit the right of the
Trustee or any holder to institute proceedings against the Company or the
Guarantor in the courts of any other jurisdiction or jurisdictions.


                                ARTICLE THIRTEEN

                             GUARANTEE OF SECURITIES

      SECTION 13.1 GUARANTEE. This Section 13.1 and Section 13.2 apply to the
Securities of any series to the extent that the form of the Guarantee to be
endorsed on such Securities is not otherwise specifically established as
contemplated by Section 2.15.

      The Guarantor hereby fully and unconditionally guarantees to each holder
of a Security of each series authenticated and delivered by the Trustee the due
and punctual payment of the principal (including any amount due in respect of
original issue discount) of, and any premium and interest on, and Additional
Amounts with respect to, such Security, and the due and punctual payment of any
sinking fund payments provided for pursuant to the terms of such Security, when
and as the same shall become due and payable, whether at the stated maturity, by
declaration of acceleration, call for redemption or otherwise, in accordance
with the terms of such Security and of this Indenture. The Guarantor hereby
agrees that its obligations hereunder shall be as if it were a principal debtor
and not merely a surety, and shall be full, absolute and unconditional,
irrespective of, and shall be unaffected by, any invalidity, irregularity or
unenforceability of any Security of any series or this Indenture, any failure to
enforce the provisions of any Security of any series or this Indenture, any
waiver, modification, consent or indulgence granted to the Issuer with respect
thereto, by the holder of any Security of any series or the Trustee, or any
other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Issuer, any right to require a proceeding first
against the Issuer, the benefit of discussion, protest or notice with respect to
any Security or the indebtedness evidenced thereby or with respect of any
sinking fund payment required pursuant to the terms of a Security issued under
this Indenture and all demands whatsoever, and covenants that this Guarantee
will not be discharged with respect to any Security except by payment in full of
the principal thereof and any premium and interest or Additional Amounts thereon
or as provided in Article Nine, Section 8.2 or Article Eleven. The Guarantor


                                      -75-
<PAGE>
further agrees that, as between the Guarantor, on the one hand, and the holders
and the Trustee, on the other hand, the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Four hereof for the purposes of
this Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby.

      This Guarantee shall continue to be effective or be reinstated, as the
case may be, if at any time payment on any Security, in whole or in part, is
rescinded or must otherwise be restored to the Issuer or the Guarantor upon the
bankruptcy, liquidation or reorganization of the Issuer or otherwise.

      The Guarantor hereby waives, in favor of the holders and the Trustee, any
and all of its rights, protections, privileges and defenses provided by any
applicable law to a guarantor and waives any right of set-off which the
Guarantor may have against the holder of a Security in respect of any amounts
which are or may become payable by the holder of a Security to the Issuer.

      The Guarantor shall be subrogated to all rights of each holder of
Securities against the Issuer in respect of any amounts paid to such holder by
the Guarantor pursuant to the provisions of this Guarantee; provided, however,
that the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until the principal of
and any premium and interest or Additional Amounts on all the Securities of the
same series and of like tenor shall have been paid in full.

      The Guarantee shall be governed by and construed in accordance with the
laws of the State of New York. The Guarantor agrees to pay any and all costs and
expenses (including reasonable attorneys' fees and expenses) incurred by the
Trustee or any holders in enforcing any rights under the Guarantee.

      No past, present or future stockholder, officer, director, employee or
incorporator of the Guarantor shall have any personal liability under the
Guarantee set forth in this Section 13.1 by reason of his or its status as such
stockholder, officer, director, employee or incorporator.

      The Guarantee set forth in this Section 13.1 shall not be valid or become
obligatory for any purpose with respect to a Security until the certificate of
authentication on such Security shall have been signed by or on behalf of the
Trustee.

      SECTION 13.2 EXECUTION OF GUARANTEE. To evidence its Guarantee to the
holders specified in Section 13.1, the Guarantor hereby agrees to execute the
Guarantee in substantially the form set forth in Section 2.15 to be endorsed on
each Security authenticated and delivered by the Trustee. The Guarantor hereby
agrees that its Guarantee set forth in Section 13.1 shall remain in full force
and effect notwithstanding any failure to endorse on each Security such
Guarantee. Each such Guarantee shall be signed on behalf of the Guarantor, by
its President, one of its Vice Presidents, its Treasurer or its Secretary prior
to the authentication of the Security on which it is endorsed, and the delivery
of such Security by the Trustee, after the due authentication thereof by the
Trustee hereunder, shall constitute due delivery of the Guarantee on behalf of
the Guarantor. Such signatures upon the Guarantee may be manual or facsimile
signatures of any present, past or


                                      -76-
<PAGE>
future such officers and may be imprinted or otherwise reproduced below the
Guarantee, and in case any such officer who shall have signed the Guarantee
shall cease to hold such offices before the Security on which such Guarantee is
endorsed shall have been authenticated and delivered by the Trustee or disposed
of by the Issuer, such Security nevertheless may be authenticated and delivered
or disposed of as though the person who signed the Guarantee had not ceased to
hold such office of the Guarantor.

      SECTION 13.3 GUARANTOR ADDITIONAL AMOUNTS. If with respect to Securities
of any series it is specified pursuant to Section 2.5 that this Article Thirteen
shall apply to Securities of such series and to payments pursuant to any
Guarantee, then all payments in respect of any Guarantee shall be made by the
Guarantor without withholding or deduction for or on account of any present or
future taxes, duties, levies, or other governmental charges of whatever nature
in effect on the date that the Securities of such series are originally issued
or imposed or established in the future by or on behalf of the United States or
any authority in the United States ("United States Taxes"). In the event any
such United States Taxes are so imposed or established, the Guarantor shall pay
such additional amounts ("Guarantor Additional Amounts") as may be necessary in
order that the net amounts receivable by each holder of a Security of such
series who is a United States alien (as defined below) after any payment,
withholding or deduction in respect of such United States Taxes shall equal the
amount which would have been receivable in respect of the Guarantee in the
absence of such payment, withholding or deduction; provided that no Guarantor
Additional Amounts will be payable with respect to any payment on any Guarantee
to, or to a third party on behalf of, a holder who is a United States alien for
or on account of any such United States Taxes whatever that have been imposed
with respect to (1) any United States Tax which would not have been so imposed
but for (a) the existence of any present or former connection between the holder
(or a fiduciary, settlor, beneficiary, member, shareholder, or holder of a power
over, the holder, if the holder is an estate, trust, partnership or corporation)
and the United States, including, without limitation, such holder (or such
fiduciary, settlor, beneficiary, member, shareholder of, or holder of a power)
being or having been a citizen or resident or treated as a resident thereof or
being or having been engaged in a trade or business therein or being or having
been present therein or having or having had a permanent establishment therein,
or (b) the holder's present or former status as a personal holding company or
foreign personal holding company or controlled foreign corporation or passive
foreign investment company for United States federal income tax purposes or as a
corporation which accumulates earnings to avoid United States federal income tax
or as a private foundation or other tax-exempt organization; (2) any United
States Tax which would not have been so imposed but for the presentation by the
holder of a Guarantee for payment on a date more than 10 days after the date on
which the payment became due and payable or the date on which payment thereof is
duly provided for, whichever occurs later; (3) any estate, inheritance, gift,
sales, transfer, personal property or excise tax or any similar tax, assessment
or governmental charge; (4) any United States Tax which is payable otherwise
than by withholding from payments in respect of the Guarantee; (5) any United
States Tax imposed on interest received by a holder or beneficial owner of a
Security of such series who actually or constructively owns 10% or more of the
total combined voting power of all classes of the Guarantor's stock entitled to
vote or is a bank that acquired a Security of such series in consideration of an
extension of credit made pursuant to a loan agreement entered into in the
ordinary course of business; (6) any United States Tax imposed as a result of
the failure to comply with (a) certification, information, documentation,
reporting or other similar


                                      -77-
<PAGE>
requirements concerning the nationality, residence, identity or connection with
the United States of the holder or beneficial owner of the Security, if such
compliance is required by statute or by regulation of the United States Treasury
Department, as a precondition to relief or exemption from such tax, assessment
or other governmental charge (including backup withholding tax) or (b) any other
certification, information, documentation, reporting or other similar
requirements under United States federal income tax laws or regulations that
would establish entitlement to otherwise applicable relief or exemption from
such tax, assessment or other governmental charge; (7) any Tax required to be
withheld by any paying agent from any payment of amounts due under the
Guarantee, if the payment can be made without such withholding by at least one
other paying agent; or (8) any combination of items (1), (2), (3), (4), (5), (6)
or (7). Furthermore, no Guarantor Additional Amounts shall be paid with respect
to any payment on a Guarantee to a holder who is a United States alien that is a
fiduciary or partnership or other than the sole beneficial owner of such payment
to the extent that a beneficiary or settlor with respect to such fiduciary or a
member of such partnership or beneficial owner would not have been entitled to
receive the Guarantor Additional Amounts had such beneficiary, settlor, member
or beneficial owner been the holder of the Security of such series.

      The term "United States alien" means any person who, for United States
federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership, one or more of the members of which is a foreign
corporation, a non-resident alien individual or a non-resident alien fiduciary
of a foreign estate or trust.

      Whenever in this Indenture, the Securities of any series to which this
Article Thirteen is applicable or the Guarantee there is a reference, in any
context, to the payment of the principal of or interest, if any, on, or in
respect of, any Security to which this Article Thirteen is applicable, such
payment shall be deemed to include the payment of Guarantor Additional Amounts
provided for in this Section to the extent that, in such context, Guarantor
Additional Amounts are, were or would be payable in respect of such payment
pursuant to the provisions of this Section and express mention of the payment of
Guarantor Additional Amounts (if applicable) in any provision hereof or thereof
shall not be construed as excluding Guarantor Additional Amounts in those
provisions hereof where such express mention is not made.

      Except as specifically provided in this Section 13.3 with respect to a
Guarantee to which such section is applicable, the Guarantor will not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.



                                      -78-
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, as of the date first written above.

[SEAL]                                 TEXTRON FINANCIAL CANADA FUNDING CORP
Attest:

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


[SEAL]                                 TEXTRON FINANCIAL CORPORATION
Attest:

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


[SEAL]                                 SUNTRUST BANK
Attest:

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




                                      -79-